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 December 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 [ ] 77,952,347 shares of Common Stock, $1.00 par value, were outstanding on December 26, 1997. COMPUTER SCIENCES CORPORATION Index to Form 10-Q Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Statements of Income, Third Quarter and Nine Months Ended December 26, 1997 and December 27, 1996......................... 3 Consolidated Condensed Balance Sheets, December 26, 1997 and March 28, 1997............................ 4 Consolidated Condensed Statements of Cash Flows, Nine Months Ended December 26, 1997 and December 27, 1996........................................... 5 Notes to Consolidated Condensed Financial Statements............... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 9 PART II. OTHER INFORMATION 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) Third Quarter Ended Nine Months Ended ---------------------- ---------------------- (In thousands except Dec. 26, Dec. 27, Dec. 26, Dec. 27, per-share amounts) 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Revenues $1,664,092 $1,421,638 $4,731,666 $4,080,785 ---------- ---------- ---------- ---------- Costs of services 1,301,898 1,112,815 3,704,273 3,223,525 Selling, general and administrative 145,435 122,593 432,317 355,352 Depreciation and amortization 98,594 89,229 283,312 241,738 Interest expense 14,427 11,937 37,593 30,959 Interest income (2,894) (2,626) (5,595) (6,191) Special charges (note A) 208,393 48,929 ---------- ---------- ---------- ---------- Total costs and expenses 1,557,460 1,333,948 4,660,293 3,894,312 ---------- ---------- ---------- ---------- Income before taxes 106,632 87,690 71,373 186,473 Taxes on income (note A) 37,500 30,300 (108,900) 69,800 ---------- ---------- ---------- ---------- Net income $ 69,132 $ 57,390 $ 180,273 $ 116,673 ========== ========== ========== ========== Earnings per share (notes A and B): Basic $ 0.89 $ 0.75 $ 2.33 $ 1.54 ========== ========== ========== ========== Diluted $ 0.87 $ 0.73 $ 2.28 $ 1.49 ========== ========== ========== ========== [FN] See accompanying notes. 3 COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS Dec. 26, Mar. 28, (In thousands) 1997 1997 ----------- ----------- (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 94,008 $ 110,726 Receivables 1,526,299 1,294,003 Prepaid expenses and other current assets 244,615 207,698 ----------- ----------- Total current assets 1,864,922 1,612,427 ----------- ----------- EXCESS OF COST OF BUSINESSES ACQUIRED OVER RELATED NET ASSETS, NET 543,303 561,670 OTHER ASSETS 661,741 518,692 PROPERTY AND EQUIPMENT, at cost 1,883,823 1,668,905 Less accumulated depreciation and amortization 951,163 780,836 ----------- ----------- Property and equipment, net 932,660 888,069 ----------- ----------- Total assets $4,002,626 $3,580,858 =========== =========== CURRENT LIABILITIES: Short-term debt and current maturities of long-term debt $ 44,042 $ 29,933 Accounts payable 272,616 295,112 Accrued payroll and related costs 268,314 252,902 Other accrued expenses 431,884 311,283 Deferred revenue 86,405 112,888 Income taxes payable 60,769 84,995 ----------- ----------- Total current liabilities 1,164,030 1,087,113 ----------- ----------- LONG-TERM DEBT, NET 731,605 630,842 ----------- ----------- OTHER LONG-TERM LIABILITIES 202,556 193,343 ----------- ----------- STOCKHOLDERS' EQUITY (note C): Common stock issued, par value $1.00 per share 78,296 76,925 Other stockholders' equity 1,826,139 1,592,635 ----------- ----------- Total stockholders' equity 1,904,435 1,669,560 ----------- ----------- Total liabilities and stockholders' equity $4,002,626 $3,580,858 =========== =========== [FN] See accompanying notes. 4 COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended ---------------------- (In thousands, increase (decrease) in Dec. 26, Dec. 27, cash and cash equivalents) 1997 1996 ---------- ---------- Cash flows from operating activities: Net income $ 180,273 $ 116,673 Adjustments to reconcile net income to net cash provided by operating activities: Special items, net of income tax effects 7,057 13,574 Depreciation and amortization 283,312 241,738 Provision for losses on accounts receivable 3,588 13,281 Changes in assets and liabilities, net of effects of acquisitions: Increase in assets (307,223) (232,419) Increase in liabilities 121,197 94,810 ---------- ---------- Net cash provided by operating activities 288,204 247,657 ---------- ---------- Investing activities: Purchases of property, plant and equipment (236,397) (238,872) Acquisitions, net of cash acquired (58,928) (127,799) Outsourcing contracts (111,947) (50,871) Purchased and internally developed software (48,421) (63,880) Other investing cash flows (13,415) (4,383) ---------- ---------- Net cash used in investing activities (469,108) (485,805) ---------- ---------- Financing activities: Borrowings under commercial paper, net 96,743 54,094 Borrowings (repayments) under lines of credit, net 15,072 (18,175) Principal payments on long-term debt (6,928) (26,941) Proceeds from term debt issuance 150,000 Proceeds from stock option transactions 47,753 43,420 Other financing cash flows 11,546 13,750 ---------- ---------- Net cash provided by financing activities 164,186 216,148 ---------- ---------- Net decrease in cash and cash equivalents (16,718) (22,000) Cash and cash equivalents at beginning of year 110,726 113,873 ---------- ---------- Cash and cash equivalents at end of period $ 94,008 $ 91,873 ========== ========== [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 (diluted), 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 (diluted). 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) CSC has adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share," which requires presentation of both basic and diluted EPS and restatement of prior period data presented. This statement also requires that a reconciliation be provided of the components used in the earnings per share calculation: 6 Third Quarter Ended -------------------------------------------------------- Dec. 26, 1997 Dec. 27, 1996 --------------------------- --------------------------- Per-share Per-share Income Shares amount Income Shares amount -------- ------ --------- -------- ------ --------- Basic EPS $ 69,132 77,751 $ 0.89 $ 57,390 76,224 $ 0.75 ======== ======= ======== ======= Effect of dilutive stock options 1,546 2,270 ------ ------ Diluted EPS $ 69,132 79,297 $ 0.87 $ 57,390 78,494 $ 0.73 ======== ====== ======= ======== ====== ======= Options to purchase 177,429 shares and 10,462 shares were outstanding during the three months ended December 26, 1997 and December 27, 1996, respectively, but were not included in the computation of diluted EPS because the exercise price was greater than the average market price of the common shares. Nine Months Ended -------------------------------------------------------- Dec. 26, 1997 Dec. 27, 1996 --------------------------- --------------------------- Per-share Per-share Income Shares amount Income Shares amount -------- ------ --------- -------- ------ --------- Basic EPS $180,273 77,331 $ 2.33 $116,673 75,749 $ 1.54 ======== ======= ======== ======= Effect of dilutive stock options 1,647 2,365 ------ ------ Diluted EPS $180,273 78,978 $ 2.28 $116,673 78,114 $ 1.49 ======== ====== ======= ======== ====== ======= Options to purchase 330,384 shares and 100,040 shares were outstanding during the nine months ended December 26, 1997 and December 27, 1996, respectively, but were not included in the computation of diluted EPS because the exercise price was greater than the average market price of the common shares. 7 (C) No dividends were paid during the periods presented. There were 78,296,106 shares at December 26, 1997 and 76,924,836 shares at March 28, 1997 of $1.00 par value common stock issued with 343,759 and 332,220 shares, respectively, of treasury stock. (D) Cash payments for interest on indebtedness were $43.9 million and $30 million for the nine months ended December 26, 1997 and December 27, 1996, respectively. Cash payments for taxes on income were $16 million and $42.5 million for the nine months ended December 26, 1997, and December 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 except as described in Note (A). 8 PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Third Quarter and Nine Months of Fiscal 1998 versus Third Quarter and Nine Months of Fiscal 1997 Revenues The Company derived its revenues from the following market sectors for the third quarter and nine months, respectively (dollars in millions): Third Quarter Nine Months -------------- Pct. ---------------- Pct. FY98 FY97 Change FY98 FY97 Change ------ ------ ------ ------ ------ ------ U.S. Commercial $ 712 $ 540 32.0% $1,997 $1,539 29.8% Europe 470 399 17.7 1,260 1,047 20.3 Other International 101 91 10.8 303 265 14.3 ------ ------ ------ ------ ------ ------ Total Commercial 1,283 1,030 24.6 3,560 2,851 24.9 U.S. Federal Government 381 392 (2.8) 1,172 1,230 (4.7) ------ ------ ------ ------ ------ ------ Total $1,664 $1,422 17.1% $4,732 $4,081 15.9% ====== ====== ====== ====== ====== ====== During the third quarter and nine months ended December 26, 1997, the Company's total revenue increased 17.1%, or $242 million, and 15.9% or $651 million, respectively, over the same periods last year. Commercial revenues, reflecting strong commercial expansion, grew 24.6%, or $253 million over the same quarter of last year. U.S. commercial revenues grew 32.0% or $172 million during the third quarter of fiscal 1998 over the same period last year. Over half of the growth was provided by information technology outsourcing contracts, including recent contracts with DuPont, CNA and ING. The remainder was derived principally from strong demand for consulting and systems integration services and growth within the financial services sector. Also during the third quarter, European revenues grew $71 million or 17.7% over the same period last year. Growth was provided from increased UK outsourcing business, the DuPont contract and continued demand at CSC Ploenzke for enterprise-wide solutions such as SAP and BAAN. The third quarter growth of 10.8% in other international revenues resulted primarily from CSC's financial services expansion in Australia and Asia. U.S. federal government revenue accounted for 22.9% of total revenue for the quarter compared to 27.6% for the same quarter of last year. Federal revenue decreased 2.8% or $11 million, principally due to the completion last year of several contracts. During the third quarter of fiscal 1998, the Company announced $474 million in new federal contracts. 9 As a result of the trends described above, the Company's revenues by market sector are as follows: Revenue by Market Sector, Third Quarter Nine Months as a percentage of total FY98 FY97 FY98 FY97 - ---------------------------- ------ ------ ------ ------ U.S. Commercial 43% 38% 42% 38% Europe 28 28 27 26 Other International 6 6 6 6 ------ ------ ------ ------ Total Commercial 77 72 75 70 U.S. Federal Government 23 28 25 30 ------ ------ ------ ------ 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 -------------- ------------------------------- Third Quarter Third Quarter Nine Months -------------- -------------- -------------- FY98 FY97 FY98 FY97 FY98 FY97 ------ ------ ------ ------ ------ ------ Costs of services $1,302 $1,113 78.2% 78.3% 78.3% 79.0% Selling, general & admin. 145 123 8.7 8.6 9.1 8.7 Depreciation and amort. 99 89 6.0 6.3 6.0 5.9 Interest expense, net 11 9 0.7 0.6 0.7 0.6 ------ ------ ------ ------ ------ ------ Total $1,557 $1,334 93.6% 93.8% 94.1% 94.2% ====== ====== ====== ====== ====== ====== Compared with corresponding periods of the prior year, total costs and expenses improved as a percentage of revenue for the third quarter and nine months ended December 26, 1997. Costs of services as a percentage of revenue decreased due to the continued shift in the Company's revenue mix toward commercial expansion, and performance improvements within U.S. consulting and systems integration and European operations. 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 and consulting and systems integration operations. 10 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 (diluted), 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 in Note (A) of the Consolidated Condensed Financial Statements (see Part I, Item I). 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 (diluted). 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 $106.6 million, up $18.9 million, or 21.6% compared with the same quarter last year. The Company's profit margin before taxes was 6.4% compared to 6.2% for last year's third quarter. Before the special items, the profit margin was 5.9% for the first nine months of fiscal 1998 compared to 5.8% for the prior period. Net Income Net income was $69.1 million for the third quarter of fiscal 1998, up $11.7 million, or 20.5% over last year's earnings. This year's third quarter diluted earnings per share of 87 cents increased 19.2% over last year's third quarter diluted earnings per share of 73 cents. On a year to date basis, diluted earnings per share before special items was $2.26 up 31 cents, or 15.9% over the same periods for the prior year. Cash Flows Cash provided by operating activities was $288.2 million for the nine months ended December 26, 1997, compared with $247.7 million during the same period last year. An increase in 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 $469.1 million for the most recent nine months versus $485.8 million during the same period of last year. Significant current year activity includes investments in outsourcing assets in connection with the DuPont contract. Cash provided by financing activities was $164.2 million for the most recent nine months versus $216.1 million for the same period last year. 11 Financial Condition During the first nine months of fiscal 1998, the Company's capital outlays included $407.3 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 borrowings and existing cash, which decreased from $110.7 million to $94.0 million. As a result of the net increase in borrowings, the Company's debt-to-total capitalization ratio increased to 28.9% at December 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. Year 2000 Based on ascertained information, it is management's opinion that any costs or consequences of potentially incomplete or untimely achievement of Year 2000 readiness will not have a material impact on future financial results. CSC has experienced significant growth in Year 2000 engagements for the Company's clients and expects that trend to continue. Subsequent Events and Pending Transaction The Company announced on February 2, 1998 a two-for-one stock split in the form of a 100 percent stock dividend on the Company's common stock. The stock dividend will be payable on March 23, 1998 to shareholders of record March 2, 1998. The accompanying financial statements have not been restated for the stock split since the dividend will not be distributed until after the financial statements have been published. The Company announced December 29, 1997 that it sold TRIS, a cellular telephone billing unit of CSC, to International Telecommunications Data Systems, Inc. The sale was completed on January 2, 1998 and will be reflected in the Company's fourth quarter results. On November 25, 1997, the Company exercised its right to sell its collection services business to Equifax Inc. pursuant to an August 1, 1988 agreement entered into by the two companies. CSC expects that the sales price will be approximately $38 million, and that the sale will be completed no later than May 24, 1998. CSC's credit reporting business is not included in the transaction. The above subsequent events and pending transaction, and resolution of other related matters are not expected to have a material impact on future financial results. 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 February 2, 1998 10.13 Severance Plan for Senior Management and Key Employees, effective February 2, 1998 10.14 Severance Agreement with Van B. Honeycutt effective February 2, 1998 10.15 Supplemental Executive Retirement Plan, amended and restated effective February 2, 1998 10.16 1990 Nonemployee Director Retirement Plan, amended and restated effective February 2, 1998 10.17 Form of Indemnification Agreement for Directors (d) 10.18 Form of Indemnification Agreement for Officers (e) 10.19 Information Technology Services Agreements with General Dynamics Corporation, dated as of November 4, 1991 (h) 10.20 $350 million Credit Agreement dated as of September 6, 1995 (j) 10.21 First Amendment to $350 Million Credit Agreement dated September 23, 1996 (o) 10.22 Amended and Restated Rights Agreement, effective August 1, 1996 (n) 13 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 third 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: February 9, 1998 By: /s/ Scott M. Delanty ----------------------------- Scott M. Delanty Vice President and Controller Chief Accounting Officer 16 INDEX TO EXHIBITS Exhibit Number Description of Exhibit - ------- ---------------------- 10.12 Deferred Compensation Plan, amended and restated effective February 2, 1998 10.13 Severance Plan for Senior Management and Key Employees, effective February 2, 1998 10.14 Severance Agreement with Van B. Honeycutt 10.15 Supplemental Executive Retirement Plan, amended and restated effective February 2, 1998 10.16 1990 Nonemployee Director Retirement Plan, amended and restated effective February 2, 1998 27 Financial Data Schedule 28 Revenues by Market Sector 17