-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TqNTp8ncpiaAjWcEzB4pPmcOGg5OQpBBgRw77lwazkJirEIJVlq41Aqfso0QtKJc c1BbL8fqpRgfLzD1loef9w== 0000023082-97-000003.txt : 19970221 0000023082-97-000003.hdr.sgml : 19970221 ACCESSION NUMBER: 0000023082-97-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19961227 FILED AS OF DATE: 19970210 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04850 FILM NUMBER: 97522260 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 10-Q 1 THIRD QUARTER FY97 10Q 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 27, 1996 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 [ ] 76,491,064 shares of Common Stock, $1.00 par value, were outstanding on December 27, 1996. 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 27, 1996 and December 29, 1995.......................... 3 Consolidated Condensed Balance Sheets, December 27, 1996 and March 29, 1996............................. 4 Consolidated Condensed Statements of Cash Flows Nine Months Ended December 27, 1996 and December 29, 1995........ 5 Notes to Consolidated Condensed Financial Statements................ 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............................... 11 2 PART I, ITEM 1. FINANCIAL STATEMENTS COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (In thousands except per-share amounts)
Third Quarter Ended Nine Months Ended ------------------------ ------------------------ Dec. 27, Dec. 29, Dec. 27, Dec. 29, 1996 1995 1996 1995 - ----------- ----------- ----------- ----------- Revenues $1,421,638 $1,236,674 $4,080,785 $3,448,285 ----------- ----------- ----------- ----------- Costs of services 1,112,815 956,840 3,223,525 2,688,257 Selling, general and administrative 122,593 129,817 355,352 351,007 Depreciation and amortization 89,229 69,296 241,738 193,031 Interest expense 11,937 9,957 30,959 28,592 Interest income (2,626) (1,341) (6,191) (4,229) Non-recurring charges (note A) 26,000 48,929 26,000 ----------- ----------- ----------- ----------- Total costs and expenses 1,333,948 1,190,569 3,894,312 3,282,658 ----------- ----------- ----------- ----------- Income before taxes 87,690 46,105 186,473 165,627 Taxes on income 30,300 26,384 69,800 70,396 ----------- ----------- ----------- ----------- Net income $ 57,390 $ 19,721 $ 116,673 $ 95,231 =========== =========== =========== =========== Earnings per common share (note B) $ 0.73 $ 0.25 $ 1.49 $ 1.24 =========== =========== =========== ===========
[FN] See accompanying notes. 3 COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS
Dec. 27, Mar. 29, (In thousands) 1996 1996 ------------- ------------- (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 91,873 $ 113,873 Receivables 1,356,138 1,106,857 Prepaid expenses and other current assets 177,739 134,033 ------------- ------------- Total current assets 1,625,750 1,354,763 ------------- ------------- EXCESS OF COST OF BUSINESSES ACQUIRED OVER RELATED NET ASSETS, NET 530,531 457,912 OTHER ASSETS 472,625 442,889 PROPERTY AND EQUIPMENT, at cost 1,614,072 1,249,729 Less accumulated depreciation and amortization 739,348 569,670 ------------- ------------- Property and equipment, net 874,724 680,059 ------------- ------------- Total assets $3,503,630 $2,935,623 ============= ============= CURRENT LIABILITIES: Short-term debt and current maturities of long-term debt $ 67,445 $ 78,339 Accounts payable 219,335 186,460 Accrued payroll and related costs 255,788 222,620 Other accrued expenses 350,121 262,961 Deferred revenue 134,225 111,075 Income taxes payable 62,408 67,677 ------------- ------------- Total current liabilities 1,089,322 929,132 ------------- ------------- LONG-TERM DEBT, NET 637,444 426,634 ------------- ------------- OTHER LONG-TERM LIABILITIES 166,981 164,597 ------------- ------------- STOCKHOLDERS' EQUITY (note C): Common stock issued, par value $1.00 per share 76,823 75,429 Other stockholders' equity 1,533,060 1,339,831 ------------- ------------- Total stockholders' equity 1,609,883 1,415,260 ------------- ------------- Total liabilities and stockholders' equity $3,503,630 $2,935,623 ============= =============
[FN] See accompanying notes. 4 COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
Nine Months Ended ----------------------- (In thousands, increase (decrease) in Dec. 27, Dec. 29, cash and cash equivalents) 1996 1995 ---------- ---------- Cash flows from operating activities: Net income $ 116,673 $ 95,231 Adjustments to reconcile net income to net cash provided by operating activities: Non-recurring charges, net of tax 13,574 26,000 Depreciation and amortization 241,738 194,159 Provision for losses on accounts receivable 13,281 15,059 Changes in assets and liabilities, net of effects of acquisitions: Increase in assets (232,419) (219,598) Increase in liabilities 94,810 15,288 ---------- ---------- Net cash provided by operating activities 247,657 126,139 ---------- ---------- Investing activities: Purchases of property, plant and equipment (238,872) (181,558) Acquisitions, net of cash acquired (127,799) (65,987) Outsourcing contracts (50,871) (98,514) Purchased and internally developed software (63,880) (30,149) Other investing cash flows (4,383) 1,026 ---------- ---------- Net cash used in investing activities (485,805) (375,182) ---------- ---------- Financing activities: Borrowing under commercial paper, net 54,094 (723) (Repayment of) borrowing under lines of credit, net (18,175) 105,506 Principal payments on long-term debt (26,941) (17,360) Proceeds from term debt issuance 150,000 Proceeds from stock option transactions 43,420 14,609 Other financing cash flows 13,750 5,511 ---------- ---------- Net cash provided by financing activities 216,148 107,543 ---------- ---------- Net decrease in cash and cash equivalents (22,000) (141,500) Cash and cash equivalents at beginning of year 113,873 207,599 ---------- ---------- Cash and cash equivalents at end of period $ 91,873 $ 66,099 ========== ==========
[FN] See accompanying notes. 5 COMPUTER SCIENCES CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) (A) The fiscal 1997 non-recurring charge of $48,929,000 represents costs and expenses related to the August 1 acquisition of The Continuum Company, Inc. ("Continuum"). The amount of the charge, net of income tax benefits on the tax deductible portion, is $35,280,000 or 45 cents per share. The charge is comprised of $11,015,000 for investment banking and other merger expenses; $13,121,000 related to the write-off of certain capitalized software, other assets and intangibles; and $24,793,000 related to the elimination of duplicate data processing facilities, employee severance costs and contract termination costs. At December 27, 1996, $17,724,000 of the $24,793,000 amount is reflected in accrued expenses. The fiscal 1996 charge of $26,000,000 relates to Continuum's December 1995 acquisition of SOCS Holding ("SOCS"), a Paris-based software and services company. The acquisition was accounted for using the purchase method of accounting. $26,000,000 of the purchase price was assigned to purchased research and development and was expensed with no income tax benefit. (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 78,114,000 and 76,819,000 respectively, for the nine months ended December 27, 1996, and December 29, 1995 (see Part II, Exhibit 11). (C) No dividends were paid during the periods presented. There were 76,823,116 shares at December 27, 1996 and 75,428,622 shares at March 29, 1996 of $1.00 par value common stock issued with 332,052 and 311,928 shares, respectively, of treasury stock. (D) Cash payments for interest on indebtedness were $30,005,000 and $30,966,000 respectively, for the nine months ended December 27, 1996 and December 29, 1995. Cash payments for taxes on income were $42,454,000 and $43,392,000 respectively, for the nine months ended December 27, 1996, and December 29, 1995. (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) Certain reclassifications have been made and prior period financial statements have been restated to reflect the August 1, 1996 acquisition of Continuum, which was accounted for as a pooling of interests. Continuum's expense classifications have been reclassified to conform to CSC's presentation. Continuum's interest income has been removed from its revenues to conform to CSC's separate presentation of interest income. Additionally, Continuum's common stock equivalents have been converted to CSC shares at the exchange rate of .79 and included in the average common shares outstanding. 6 PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Third Quarter and Nine Months of Fiscal 1997 versus Third Quarter and Nine Months of Fiscal 1996 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. FY97 FY96 Growth FY97 FY96 Growth ------ ------ ------ ------ ------ ------ U.S. Commercial $ 540 $ 458 17.8% $1,539 $1,301 18.3% International 490 366 34.0 1,312 979 34.0 ------ ------ ------ ------ ------ ------ Total Commercial 1,030 824 25.0 2,851 2,280 25.0 U.S. Federal Government 392 413 (5.1) 1,230 1,168 5.2 ------ ------ ------ ------ ------ ------ Total $1,422 $1,237 15.0% $4,081 $3,448 18.3% ====== ====== ====== ====== ====== ======
During the quarter and nine months ended December 27, 1996, the Company's total revenue increased 15.0%, or $185 million, and 18.3%, or $633 million, respectively, over the same periods last year. Commercial revenue growth continued to surpass U.S. Federal Government growth, increasing 25.0%, or $206 million and 25.0%, or $571 million, over the same quarter and nine months of last year. Over one-half of the third quarter commercial growth came from the Company's international operations. International growth came principally from new outsourcing business signed last year, from the acquisition earlier this year of 75% of Datacentralen, a major provider of information technology services in Denmark, and from new business within CSC Continuum's international operations . U.S. commercial revenues grew 17.8% or $82 million during the third quarter of fiscal 1997. Slightly less than half the growth was provided by information technology outsourcing contracts, including the Pinnacle Alliance with J.P. Morgan. The remainder is derived principally from continued demand for consulting and systems integration services, the acquisition of American Practice Management and growth at CSC Continuum. U.S. federal government revenue for the quarter decreased 5.1% or $21 million, principally due to the completion of existing contracts and the timing and volume of task order contracts. During the third quarter of fiscal 1997, the Company announced $435 million in new federal contracts and $5.5 billion in new commercial business, including an estimated $3.2 billion in projected revenues from agreements signed with DuPont. 7 For the first nine months, revenue growth for all market sectors reflects the same overall trends as those described for the third quarter above. As the Company's commercial sector revenues continued to grow faster than federal, they comprise a larger percentage of total CSC revenue, as shown by the following table:
Revenue by Market Sector, Third Quarter Nine Months as a percentage of total FY97 FY96 FY97 FY96 - ---------------------------- ------ ------ ------ ------ U.S. Commercial 38% 37% 38% 38% International 34 30 32 28 ------ ------ ------ ------ Total Commercial 72 67 70 66 U.S. Federal Government 28 33 30 34 ------ ------ ------ ------ Total Revenue 100% 100% 100% 100% ====== ====== ====== ======
Costs and Expenses The Company's recurring costs and expenses as a percentage of revenue are as follows (dollars in millions):
Dollar Amount Percentage of Revenue -------------- ------------------------------- Third Quarter Third Quarter Nine Months -------------- --------------- -------------- FY97 FY96 FY97 FY96 FY97 FY96 ------ ------ ------ ------ ------ ------ Costs of services $1,113 $ 957 78.3% 77.4% 79.0% 78.0% Selling, general & admin. 123 130 8.6 10.5 8.7 10.2 Depreciation and amort. 89 69 6.3 5.6 5.9 5.6 Interest expense, net 9 9 0.6 0.7 0.6 0.7 ------ ------ ------ ------ ------ ------ Total $1,334 $1,165 93.8% 94.2% 94.2% 94.5% ====== ====== ====== ====== ====== ======
Compared with the third quarter of fiscal 1996, total costs and expenses improved as a percentage of revenue for the third quarter and the nine months ended December 27, 1996. Costs of services as a percentage of revenue increased principally due to lower utilization and increased use of subcontractor labor in the Company's European operations. Costs of services also increased as a percentage of revenues in the Company's domestic consulting operations, principally at its telecommunications business unit. Although the European costs of services increased as a percentage of revenue, the European operations improved their selling, general and administrative cost percentage as compared to the same quarter and nine months ended last year. The European improvement contributed to the overall reduction in the selling, general and administrative percentage from 10.5% during last year's third quarter to 8.6% for the current year's third quarter. 8 Non-Recurring Charges The fiscal 1997 non-recurring charge represents costs and expenses related to the August 1 acquisition of Continuum. The amount of the charge, net of income tax benefits on the tax deductible portion, is $35,280,000 or 45 cents per share. The charge is comprised of $11,015,000 for investment banking and other merger expenses; $13,121,000 related to the write-off of certain capitalized software, other assets and intangibles; and $24,793,000 related to the elimination of duplicate data processing facilities, employee severance costs and contract termination costs. The fiscal 1996 charge of $26,000,000 relates to Continuum's December 1995 acquisition of SOCS, a Paris-based software and services company. The acquisition was accounted for using the purchase method of accounting. $26,000,000 of the purchase price was assigned to purchased research and development and was expensed. Income Before Taxes Reflecting the Company's revenue growth, income before taxes increased to $87.7 million, up $15.6 million, or 21.6%, compared with the same quarter last year, before last year's charge for purchased research and development. The Company's profit margin before non-recurring charges improved from 5.8% to 6.2% for the third quarter and from 5.6% to 5.8% for the nine months ended December 27, 1996. Net Income Earnings before the non-recurring charges were $57.4 million for the third quarter of fiscal 1997, up $11.7 million, or 25.5%, over the same quarter last year. The effective tax rate was 34.6%, versus 36.6%, before last year's non- recurring charge. The lower current tax rate is primarily due to tax synergies achieved through the Company's August 1, 1996 merger with Continuum and to the reinstatement of the research and engineering tax credit in the U.S. This year's third quarter earnings per share of 73 cents increased 23.7% over the 59 cents for last year's third quarter before the write-off of purchased research and development. On a year to date basis, earnings per share before the non-recurring charges was $1.94, up 36 cents, or 22.8% over the comparable result for the same period last year. Cash Flows Cash provided by operating activities was $247.7 million for the nine months, compared with $126.1 million during the same period last year. The increase in operating cash flows is principally due to higher non-cash expenses for depreciation and amortization, and favorable changes in working capital, principally accounts payable, accrued income taxes and other current liabilities. 9 The Company's cash expenditures for investing activities totaled $485.8 million for the most recent nine months versus $375.2 million during the same period of last year. The increase principally relates to the acquisitions of Datacentralen and American Practice Management, higher investments in computers and related equipment and higher levels of purchased and internally developed software. Cash provided by financing activities was $216.1 million for the most recent nine months versus $107.5 million for the same period last year. Current year financing activities include a November 1996 offering of $150 million of five- year 6.5% guaranteed notes. The proceeds were used to pay down a portion of the Company's outstanding commercial paper. Financial Condition During the first nine months of fiscal 1997, the Company's capital outlays included $417.5 million of business investments in the form of fixed asset purchases and acquisitions. These amounts were funded from operating cash flows, additional debt and existing cash, which decreased from $113.9 million to $91.9 million. As a result of the net increase in borrowings, the Company's debt-to-total capitalization ratio increased to 30.5% at December 27, 1996 versus 26.3% at March 29, 1996. 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. 10 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. (l) 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 (m) 3.4 Certificate of Amendment of Certificate of Designations of Series A Junior Participating Preferred Stock, effective August 1, 1996 (o) 3.5 Bylaws, amended and restated effective February 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* (n) 10.3 1980 Stock Option Plan, amended and restated effective March 31, 1988* (n) 10.4 1984 Stock Option Plan, amended and restated effective March 31, 1988* (n) 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* (n) 10.9 Schedule to the 1992 Stock Incentive Plan for United Kingdom personnel* 10.10 1995 Stock Incentive Plan* (j) 10.11 Deferred Compensation Plan, amended and restated effective November 4, 1996* (p) 10.12 Supplemental Executive Retirement Plan, amended and restated effective November 4, 1996* (p) 10.13 1990 Nonemployee Director Retirement Plan, amended and restated effective December 6, 1996* 10.14 Form of Indemnification Agreement for Directors (d) 10.15 Form of Indemnification Agreement for Officers (e) 10.16 Information Technology Services Agreements with General Dynamics Corporation, dated as of November 4, 1991 (h) 10.17 $350 million Credit Agreement dated as of September 6, 1995 (j) 10.18 First Amendment to $350 Million Credit Agreement dated September 23, 1996 (p) 10.19 Amended and Restated Rights Agreement, effective August 1, 1996 (o) 11 11 Calculation of Primary and Fully Diluted Earnings Per Share 27 Article 5 Financial Data Schedule 28 Revenues by Market Sector 99.1 Annual Report on Form 11-K for the Matched Asset Plan of the Registrant (f) 99.2 Annual Report on Form 11-K for the Hourly Savings Plan of CSC Outsourcing Inc. (f) 99.3 Annual Report on Form 11-K for the Employee Savings Plan of CSC Credit Services, Inc. (to be filed at a later date) 99.4 Annual Report on Form 11-K for the CUTW Hourly Savings Plan of CSC Outsourcing, Inc. (k)
12 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 29, 1996 (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 Annual Report on Form 11-K for the CSC Outsourcing, Inc. CUTW Hourly Savings Plan filed on February 6, 1996. (l) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated April 28, 1996. (m) Incorporated herein by reference to the Registrant's Proxy Statement for its July 31, 1996 Annual Meeting of Stockholders. (n) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 12, 1996. (o) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated August 1, 1996 (p) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 12, 1996. b. Reports on Form 8-K: There were three reports on Form 8-K filed during the third quarter of fiscal 1997. On October 29, 1996, the Registrant filed a Current Report on Form 8-K dated such date to which was attached a press release reporting its results of operations for the fiscal quarter ended September 27, 1996. On October 31, 1996, the Registrant filed a Current Report on Form 8-K dated such date restating certain previously reported financial statements and information as a consequence of its acquisition of The Continuum Company, Inc. on August 1, 1996, which was accounted for as a pooling of interests. On November 13, 1996, the Registrant filed a Current Report on Form 8-K dated such date reporting that its affiliate, CSC Enterprises, had completed a Rule 144A offering of $150,000,000 of its 6.50% Guaranteed Notes due November 15, 2001. 13 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 10, 1997 By: /s/ Denis M. Crane ----------------------------- Denis M. Crane Vice President and Controller Chief Accounting Officer 14 INDEX TO EXHIBITS
Exhibit Number Description of Exhibit - ------- ---------------------- 3.5 Bylaws, amended and restated effective February 3, 1997 10.9 Schedule to the 1992 Stock Incentive Plan for United Kingdom personnel 10.13 1990 Nonemployee Director Retirement Plan, amended and restated effective December 6, 1996 11 Calculation of Primary and Fully Diluted Earnings Per Share 27 Article 5 Financial Data Schedule 28 Revenues by Market Sector
15 EX-3.5 2 EXHIBIT 3.5 BYLAWS OF COMPUTER SCIENCES CORPORATION As amended February 3, 1997 BYLAWS OF COMPUTER SCIENCES CORPORATION ARTICLE I OFFICES Section 1. Principal Office. ---------------- The principal office of the corporation in the State of Nevada shall be in the City of Reno, County of Washoe. Section 2. Other Offices. ------------- The corporation may also have offices in such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Annual Meetings. ------------------------ Annual meetings of the stockholders shall be held at the office of the corporation in the City of El Segundo, State of California or at such other place, within or without the State of California, as shall be designated by the Board of Directors. Section 2. Date of Annual Meetings; Election of Directors. ---------------------------------------------- Annual meetings of the stockholders shall be held on the second Monday in August, if not a legal holiday, and if a legal holiday, then on the next secular day following at 2:00 p.m., or at such other time and date as the Board of Directors shall determine. At such annual meeting, the stockholders of the corporation shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Section 3. Special Meetings. ---------------- Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board, the Board of Directors, or by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purposes of the proposed meeting and shall be directed to the Chairman of the Board, the president, the vice president, or the secretary by anyone entitled to call a special meeting of stockholders. Section 4. Notices of Meetings. ------------------- Notices of meetings of the stockholders shall be in writing and signed by the president, a vice president, the secretary, an assistant secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place where, it is to be held. A copy of such notice shall be either delivered personally or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to the stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. If no such address appears on the books of the corporation and a stockholder has given no address for the purpose of notice, then notice shall be deemed to have been given to such stockholder if it is published at least once in a newspaper of general circulation in the county in which the principal executive office of the corporation is located. An affidavit of the mailing or publication of any such notice shall be prima facie evidence of the giving of such notice. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. If any notice addressed to the stockholder at the address of such stockholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that it is unable to deliver the notice to the stockholder at such address, all future notices shall be deemed to have been duly given to such stockholder, without further mailing, if the same shall be available for the stockholder upon written demand of the stockholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice to all other stockholders. Section 5. Quorum. ------ The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by the statutes of Nevada or by the Articles of Incorporation. Regardless of whether or not a quorum is present or represented at any annual or special meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present in person or represented by proxy, provided that when any stockholders' meeting is adjourned for more than forty-five (45) days, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed. 2 Section 6. Vote Required. ------------- When a quorum is present or represented at any meeting, the holders of a majority of the stock present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes of Nevada or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 7. Cumulative Voting. ----------------- Except as otherwise provided in the Articles of Incorporation, every stockholder of record of the corporation shall be entitled at each meeting of the stockholders to one vote for each share of stock standing in his name on the books of the corporation. At all elections of directors of this corporation, each holder of shares of capital stock possessing voting power shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for or any two or more of them, as he may see fit. The stockholders of this corporation and any proxyholders for such stockholders are entitled to exercise the right to cumulative voting at any meeting held for the election of directors if: (a) not less than forty-eight (48) hours before the time fixed for holding such meeting, if notice of the meeting has been given at least ten (10) days prior to the date of the meeting, and otherwise not less than twenty-four (24) hours before such time, a stockholder of this corporation has given notice in writing to the president or secretary of the corporation that he desires that the voting at such election of directors shall be cumulative; and (b) at such meeting, prior to the commencement of voting for the election of directors, an announcement of the giving of such notice has been made by the chairman or the secretary of the meeting or by or on behalf of the stockholder giving such notice. Notice to stockholders of the requirements of the preceding sentence shall be contained in the notice calling such meeting or in the proxy material accompanying such notice. Section 8. Conduct of Meetings. ------------------- Subject to the requirements of the statutes of Nevada, and the express provisions of the Articles of Incorporation and these Bylaws, all annual and special meetings of stockholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any annual or special meeting of stockholders shall be designated by the Board of Directors and, in the absence of any such designation, shall be the president of the corporation. Section 9. Proxies. ------- At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that such instrument in writing shall designate 3 two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until (i) an instrument revoking it or duly executed proxy bearing a later date is filed with the secretary of the corporation or, (ii) the person executing the proxy attends such meeting and votes the shares subject to the proxy, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the corporation before the vote pursuant thereto is counted. Section 10. Action by Written Consent. ------------------------- Any action, except election of directors, which may be taken by a vote of the stockholders at a meeting, may be taken without a meeting and without notice if authorized by the written consent of stockholders holding at least three- fourths of the voting power. Section 11. Inspectors of Election. ---------------------- In advance of any meeting of stockholders, the Board of Directors may appoint inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, then, unless other persons are appointed by the Board of Directors prior to the meeting, the chairman of any such meeting may, and on the request of any stockholder or a stockholder proxy shall, appoint inspectors of election (or persons to replace those who fail to appear or refuse to act) at the meeting. The number of inspectors shall not exceed three. The duties of such inspectors shall include: (a) determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; (b) receiving votes, ballots or consents; (c) hearing and determining all challenges and questions in any way arising in connection with the right to vote; (d) counting and tabulating all votes or consents and determining the result; and (e) taking such other action as may be proper to conduct the election or vote with fairness to all stockholders. In the determination of the validity and effect of proxies, the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. 4 ARTICLE III DIRECTORS Section 1. Number of Directors. ------------------- The exact number of directors which shall constitute the whole Board shall be ten (10), all of whom shall be at least 18 years of age. The authorized number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3) by resolution of the directors of the corporation amending this section of the Bylaws. The directors shall be elected at the annual meeting of the stockholders, but if for any reason the directors are not elected at the annual meeting of the stockholders, they may be elected at any special meeting of the stockholders which is called and held for that purpose. Except as provided in Section 2 of this Article III, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies. --------- Vacancies, including those caused by (i) the death, removal, or resignation of directors, (ii) the failure of stockholders to elect directors at any annual meeting, and (iii) an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the Board, effective at a future date, the acceptance of such resignation shall not be necessary to make it effective. The Board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors. The Board of Directors may remove any director for cause. Any director may be removed from office by the vote or written consent of stockholders of the corporation representing not less than two-thirds (2/3) of its issued and outstanding capital stock entitled to voting power. The provisions in the preceding sentence notwithstanding, no director of this corporation shall be removed from office under the provisions of this section except upon the vote or written consent of stockholders owning sufficient shares to have prevented his election to office in the first instance. Section 3. Authority. --------- The business of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Section 4. Meetings. -------- The Board of Directors of the corporation may hold meetings, both regular and special, at such place, either within or without the State of Nevada, which has been designated by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the office of the corporation in the City of El Segundo, State of California. Section 5. First Meeting. ------------- The first meeting of the newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders and no notice of such meeting to the newly elected directors shall be 5 necessary in order legally to constitute a meeting, provided a quorum shall be present. Section 6. Regular Meetings. ---------------- Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board. Section 7. Special Meetings. ---------------- Special meetings of the Board of Directors may be called by the Chairman of the Board, or the president and shall be called by the president or secretary at the written request of two directors. Notice of the time and place of special meetings shall be given within 30 days to each director (a) personally or by telephone or telegraph, in each case at least three (3) days prior to the holding of the meeting, or (b) by mail, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation or, if it is not so shown on such records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held, at least three (3) days prior to the holding of the meeting. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Any notice, waiver of notice or consent to holding a meeting shall state the time, date and place of the meeting but need not specify the purpose of the meeting. Section 8. Quorum. ------ Presence in person of a majority of the Board of Directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present and voting at any meeting, at which a quorum is then present, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the statutes of Nevada or by the Articles of Incorporation. A meeting at which a quorum is initially present shall not continue to transact business in the absence of a quorum. Section 9. Action by Written Consent. ------------------------- Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all members of the Board. Such written consent shall be filed with the minutes of proceedings of the Board of Directors. Section 10. Telephonic Meetings. ------------------- Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of 6 any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to the preceding sentence constitutes presence in person at such meeting. Section 11. Adjournment. ----------- A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn any directors' meeting to another time, date and place. If any meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time, date and place shall be given, prior to the time of the adjourned meeting, to the directors who were not present at the time of adjournment. If any meeting is adjourned for less than twenty-four (24) hours, notice of any adjournment shall be given to absent directors, prior to the time of the adjourned meeting, unless the time, date and place is fixed at the meeting adjourned. Section 12. Committees. ---------- The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees of the Board of Directors. Such committee or committees shall have such name or names, shall have such duties and shall exercise such powers as may be determined from time to time by the Board of Directors. Section 13. Committee Minutes. ----------------- The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. Section 14. Compensation of Directors. ------------------------- The directors shall receive such compensation for their services as directors, and such additional compensation for their services as members of any committees of the Board of Directors, as may be authorized by the Board of Directors. Section 15. Mandatory Retirement of Directors. --------------------------------- Notwithstanding anything to the contrary in these Bylaws, a director shall not serve beyond, and shall automatically retire at, the close of the first meeting of the Board of Directors held during the month in which such director shall become age 70; provided, however, that any person who was a director on December 6, 1996 and who was age 65 or older on such date may service until, but shall automatically retire at, the close of the first meeting of the Board of Directors held during the month in which such director shall become age 72. If no meeting of the Board of Directors is held during such month, the director shall automatically retire as of the last day of such month. ARTICLE IV OFFICERS Section 1. Principal Officers. ------------------ The officers of the corporation shall be elected by the Board of Directors and shall be a president, a secretary and a treasurer. A resident agent for the corporation in the State of Nevada shall be designated by the Board of Directors. Any person may hold two or more offices. 7 Section 2. Other Officers. -------------- The Board of Directors may also elect one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents, as it shall deem necessary. Section 3. Qualification and Removal. ------------------------- The officers of the corporation mentioned in Section 1 of this Article IV shall hold office until their successors are elected and qualify. Any such officer and any other officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Section 4. Resignation. ----------- Any officer may resign at any time by giving written notice to the corporation, without prejudice, however, to the rights, if any, of the corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Powers and Duties; Execution of Contracts. ----------------------------------------- Officers of this corporation shall have such powers and duties as may be determined by the Board of Directors. Unless otherwise specified by the Board of Directors, the president shall be the chief executive officer of the corporation. Contracts and other instruments in the normal course of business may be executed on behalf of the corporation by the president or any vice president of the corporation, or any other person authorized by resolution of the Board of Directors. ARTICLE V STOCK AND STOCKHOLDERS Section 1. Issuance. -------- Every stockholder shall be issued a certificate representing the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the certificate shall contain a statement setting forth the office or agency of the corporation from which stockholders may obtain a copy of a statement or summary of the designations, preferences and relative or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights. The corporation shall furnish to its stockholders, upon request and without charge, a copy of such statement or summary. Section 2. Facsimile Signatures. -------------------- Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, before such certificates shall 8 have been delivered by the corporation, such certificates may nevertheless be issued as though the person or persons who signed such certificates, had not ceased to be an officer of the corporation. Section 3. Lost Certificates. ----------------- The Board of Directors may direct a new stock certificate to be issued in place of any certificate alleged to have been lost or destroyed, and may require the making of an affidavit of that fact by the person claiming the stock certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent, require the owner of the lost or destroyed certificate to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. Section 4. Transfer of Stock. ----------------- Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed for transfer, it shall be the duty of the corporation to issue a new certificate, cancel the old certificate and record the transaction upon its books. Section 5. Record Date. ----------- The directors may fix a date not more than sixty (60) days prior to the holding of any meeting as the date as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting. If no record date is fixed by the Board of Directors (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the sixtieth (60th) day preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given; and (c) the record date for determining stockholders for any other purpose shall be the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such action, whichever is later. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting. Section 6. Registered Stock. ---------------- The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the statutes of Nevada. 9 Section 7. Dividends. --------- In the event a dividend is declared, the stock transfer books will not be closed but a record date will be fixed by the Board of Directors and only shareholders of record on that date shall be entitled to the dividend. ARTICLE VI INDEMNIFICATION Section 1. Indemnity of Directors, Officers and Agents. ------------------------------------------- The corporation shall indemnify any director or officer and may, as authorized by the Board of Directors, indemnify any other employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. Section 2. Derivative Actions. ------------------ The corporation shall indemnify any director or officer and may, as authorized by the Board of Directors, indemnify any other employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit 10 was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 3. Successful Defense. ------------------ To the extent that a director or officer and, as authorized by the Board of Directors, any other employee or agent of the corporation has been successful on the merits or otherwise in defense of any action or proceeding mentioned in this Article VI or in defense of any claim issue or matter therein, he shall be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with such defense. Section 4. Determination of Entitlement to Indemnity. ----------------------------------------- Any indemnification under this Article VI, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article VI. Such determination shall be made (a) by the stockholders; (b) by the Board of Directors by majority vote of a quorum consisting of directors who were not parties to such act, suit or proceeding; (c) if such a quorum of disinterested directors so orders, by independent legal counsel in a written opinion; or (d) if such a quorum of disinterested directors cannot be obtained, by independent legal counsel in a written opinion. Section 5. Advancement of Expenses. ----------------------- Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this section. Section 6. Persons Entitled to Indemnity. ----------------------------- The indemnification provided by this Article VI: (a) does not exclude any rights to which a person seeking indemnification may be entitled under any statute of the State of Nevada, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and (b) shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7. Purchase of Insurance. --------------------- The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted 11 against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VI. ARTICLE VII GENERAL PROVISIONS Section 1. Exercise of Rights. ------------------ All rights incident to any and all shares of another corporation or corporations standing in the name of this corporation may be exercised by such officer, agent or proxyholder as the Board of Directors may designate. In the absence of such designation, such rights may be exercised by the Chairman of the Board or the president of this corporation, or by any other person authorized to do so by the Chairman of the Board or the president of this corporation. Except as provided below, shares of this corporation owned by any subsidiary of this corporation shall not be entitled to vote on any matter. Shares of this corporation held by this corporation in a fiduciary capacity and shares of this corporation held in a fiduciary capacity by any subsidiary of this corporation, shall not be entitled to vote on any matter, except to the extent that the settler or beneficial owner possesses and exercises a right to vote or to give this corporation or such subsidiary binding instructions as to how to vote such shares. Solely for purposes of Section 1 of this Article VII, a "subsidiary" of this corporation shall mean a corporation, shares of which possessing more than fifty percent (50%) of the power to vote for the election of directors at the time determination of such voting power is made, are owned directly, or indirectly through one or more subsidiaries, by this corporation. Section 2. Interpretation. -------------- Unless the context of a Section of these Bylaws otherwise requires, the terms used in these Bylaws shall have the meanings provided in, and these Bylaws shall be construed in accordance with the Nevada statutes relating to private corporations, as found in Chapter 78 of the Nevada Revised Statutes or any subsequent statute. ARTICLE VIII AMENDMENTS Section 1. Stockholder Amendments. ---------------------- Bylaws may be adopted, amended or repealed by the affirmative vote or written consent of a majority of the outstanding voting shares of this corporation, except as otherwise provided by the statutes of Nevada, the Articles of Incorporation or elsewhere in these Bylaws. Section 2. Amendments by Board of Directors. -------------------------------- Subject to the right of stockholders as provided in Section 1 of this Article VIII, Bylaws may be adopted, amended or repealed by the Board of Directors. 12 EX-10.9 3 EXHIBIT 10.9 COMPUTER SCIENCES CORPORATION SCHEDULE TO 1992 STOCK INCENTIVE PLAN COMPUTER SCIENCES CORPORATION SCHEDULE TO 1992 STOCK INCENTIVE PLAN RULES OF THE COMPUTER SCIENCES CORPORATION EMPLOYEE SHARE OPTION PLAN Preamble - -------- This Schedule is solely for the benefit of employees of the Company and of any corporation under the Control of the Company who reside in the United Kingdom. The terms and conditions of the Schedule are established to be a Plan capable of approval as an "approved share option scheme" under Schedule 9 to the Income & Corporation Taxes Act of 1988. 1. DEFINITIONS ----------- In this Schedule the following words and expressions shall have the following meanings: "Adoption Date" the date on which the Board adopted these Rules "Approval Date" the date on which the Plan is approved by the Board of the Inland Revenue under Schedule 9 "Associated Company" has the same meaning as in Section 416 "Board" the board of directors of the Company or, except in Rule 10.4, a duly constituted committee thereof "Company" Computer Sciences Corporation, a Nevada corporation (or, in respect of any "new rights" within the meaning of Rule 7.4, the "acquiring company" within the meaning of Rule 7.4) "Control" has the same meaning as in Section 840 "Date of Grant" the date in which an option is, was or is to be granted under the Plan "Dealing Day" a day on which the Stock Exchange is open for, and transacts business in, shares "Eligible Employee" (a) any employee (other than a director) of any Participating Company who at the relevant time: (i) is required to devote to his duties not less than 20 hours per week (excluding meal breaks; and (ii) is not precluded by paragraph 8 of Schedule 9 (material interest in a close company) from participating in the Plan; and 2 (iii) does not own stock possessing more than 5% of the total combined voting power of all classes of stock in the Company; or (b) any director of any Participating Company who is required to devote to his duties not less than 25 hours per week (excluding meal breaks; and (i) is not precluded by paragraph 8 of Schedule 9 (material interest in a close company) from participating in the Plan; and (ii) does not own stock possessing more than 5% of the total combined voting power of all classes of stock in the Company "Governing Plan" the company's 1992 Stock Incentive Plan under which the rules operate as a schedule thereto "Market Value" if the Shares are at the time listed on the Stock Exchange, then on any day the reported closing price of a Share as such price is officially reported, on that day or the last preceding Dealing Day; if the Shares are at the time not listed on the Stock Exchange, then on any day the market value of a share determined in accordance with the provisions of Part VIII of the Taxation of Capital Gains Act 1992 and agreed prior to that day for the purposes of the Plan with the Inland Revenue Shares Valuation Division "Option" a right to subscribe for Shares granted (or to be granted) in accordance with the Rules of this Plan "Option Holder" an individual to whom an Option has been granted or his personal representatives "Participating Company" the Company and any other corporation of, which the Company has Control and which is for the time being nominated by the Board to be a participating company "Plan" the employee share option plan constituted and governed by these Rules as from time to time amended "Relevant Emoluments" the meaning which the term bears in paragraph 28(2) of Schedule 9 by virtue of sub-paragraph 4 of that paragraph "Rules" this schedule to the Governing Plan 3 "Share" an ordinary share of common stock of $1.00 par value in the capital of the Company which satisfies the conditions specified in paragraph 10 to 14 inclusive of Schedule 9 (or, in respect of any New Option within the meaning of Rule 7.4, a share in the capital of the Acquiring Company within the meaning of Rule 7.4, which satisfies the said conditions) "Stock Exchange" the New York Stock Exchange "Subscription Price" the price at which each Share subject to an Option may be acquired on the exercise of that Option being, subject to Rule 8, the higher of: (i) the nominal (par) value of a Share and (ii) the Market Value of a Share on the day the Option was issued pursuant to Rule 2 "Subsisting Option" an Option which has neither lapsed nor been exercised "TA 1988" the Income and Corporation Taxes Act 1988 "Year of Assessment" a year beginning on any 6 April and ending on the following 5 April References to legislation are references to United Kingdom statutes and include such enactments modified, extended or re-enacted and where an Act is not otherwise specified refers to TA 1988. 2. GRANT OF OPTIONS ---------------- At any time, but in any case not earlier than the later of the Adoption Date or the Approval Date nor later than June 15, 2002 the Board may select at its discretion (without being bound by selections made in prior years) one or more Eligible Employees whom the Board determines to have a direct and significant impact on the performance of the Company, and may following such selection invite them to apply for the grant of an Option to acquire Shares in the Company. Each invitation to apply shall specify: (i) the date (being neither earlier than 7 nor later than 14 days after the issue of the invitation) by which an application must be made; (ii) the maximum number of Shares over which that individual may on that occasion apply for an Option, being determined at the absolute discretion of the Board save that it shall not be so large that the grant of such Option over that number of Shares would cause the limits specified in Rule 5.2 to be exceeded; (iii) the Subscription Price at which Shares may be acquired on the exercise of the Option; and 4 (iv) such other conditions to be met before an Option may be exercised relating to growth in corporate sales, profit, return on capital, return on stockholders' funds or similar published and objective measures of corporate performance. Each invitation shall be accompanied by an application form in such form, not inconsistent with these Rules, as the Board may determine. 3. APPLICATION FOR OPTIONS ----------------------- 3.1 Not later than the date specified in the invitation each Eligible Employee to whom an invitation has been issued in accordance with Rule 2 above may apply to the Board, using the application form supplied, for an Option over a number of Shares not exceeding the number specified in the invitation. 3.2 Unless the Option is to be granted under seal, a consideration not exceeding pound sterling 1 shall be paid by the Eligible Employee. 4. GRANT OF OPTION --------------- 4.1 Not later than the twenty-first day following the issue of invitations the Board may grant to each applicant who is still an Eligible Employee an Option over the number of Shares specified in his application. 4.2 As soon as possible after Options have been granted the Board shall issue an option certificate in respect of each Option in such form, not inconsistent with these Rules, as the Board may determine. 4.3 No Option may be transferred, assigned or charged and any purported transfer, assignment or charge shall cause the Option to lapse forthwith. Each option certificate shall carry a statement to this effect. 5. LIMITATION ON GRANTS -------------------- 5.1 No Option shall be granted pursuant to Rule 2 above if such grant would result in the aggregate of (i) the number of Shares over which Subsisting Options over unissued Shares have been granted under these Rules; and (ii) the number of Shares which have been issued on the exercise of Options granted under these Rules; and (iii) the number of Shares which have otherwise been issued pursuant to the Governing Plan during the period since 1 5 June 1992 exceeding 1,000,000 Shares (or such other higher figure as may be approved by the Company's stockholders from time to time for the purposes of the Governing Plan). 5 5.2 No Option shall be granted to an Eligible Employee if immediately following such grant he would hold Subsisting Options over Shares with an aggregate Subscription Price exceeding the greater of (i) pound sterling 100,000; or (ii) four times the amount of the Eligible Employee's Relevant Emoluments for the current or preceding Year of Assessment (whichever of those years gives the greater amount) or, if there were not Relevant Emoluments for the preceding Year of Assessment, four times the amount of the Relevant Emoluments for the period of twelve months beginning with the first day during the current Year of Assessment in respect of which there are Relevant Emoluments. For the purposes of this Rule 5.2, Options shall include all Options granted under this Plan and all options granted under any other plan approved under Schedule 9 and established by the Company or any Associated Company thereof. 6. EXERCISE OF OPTIONS ------------------- 6.1 (a) subject to Rule 9 below and to Rule 2 (iv), any Subsisting Option may be exercised in whole or in part at such time or times, during such period, and for such number of Shares as shall be determined by the Board and set out in the option certificate. (b) in the event of the death of an Option holder, his personal representatives may (if so provided in the option certificate and subject to rule 6.2) exercise any Subsisting Option to the extent provided in the option certificate within a period not exceeding twelve months from the death of the Option holder. (c) in the event of the Option holder ceasing to be an employee of any Participating Company by reason of injury, disability, redundancy or retirement or, at the discretion of the Board, for any other reason the Option holder may (if so provided in the option certificate and subject to Rule 6.2) exercise any Subsisting Option to the extent provided in the option certificate within a period not exceeding thirty-six (or in the case of redundancy, three) months from the date of cessation. (d) in the event of the Option holder ceasing to be an employee of any Participating Company by reason of dismissal for fault, or for any reason not covered by the relevant option certificate, any Subsisting Option shall thereupon lapse. 6.2 An Option shall lapse on the earliest of the following events: (i) any date specified in the option certificate. (ii) the tenth anniversary of the Date of Grant. (iii) the first anniversary of the Option holder's death. 6 (iv) unless the option certificate specifies a shorter period, thirty- six months following the Option holder ceasing to be an employee of any Participating Company (except in the case of redundancy when the period shall be reduced to three months) other than by reason of his death. (v) on completion of the dissolution, liquidation, reorganization, merger or consolidation of the Company pursuant to Rule 7 (unless an option swap under Rule 7.3 is in operation. 7. RECONSTRUCTIONS AND TAKEOVERS ----------------------------- 7.1 If any person obtains control of the Company as a result of making: (i) a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or (ii) a general offer to acquire all the shares in the Company which are of the same class as the Shares then any Subsisting Option may subject to Rule 7.4 below be exercised within six months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied. 7.2 If under section 425 of the Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, any Subsisting Option may, subject to Rule 7.4 below, be exercised within six months of the Court sanctioning the compromise or arrangement. 7.3 If any person becomes bound or entitled to acquire shares in the Company under sections 428 to 430 of the said Act of 1985 any Subsisting Option may, subject to Rule 7.4 below, be exercised at any time when that person remains so bound or entitled. 7.4 If as result of the events specified in Rules 7.1 or 7.2 a company has obtained Control of the Company, or if a company has become bound or entitled as mentioned in Rule 7.3, the Option Holder may, by agreement with that other company (the "Acquiring Company"), within the appropriate period, release such Subsisting Option (the "Old Option") for an option (the "New Option") which satisfies the conditions that it: (i) is over shares in the Acquiring Company or some other company falling within paragraph (b) or paragraph (c) of paragraph 10, Schedule 9, which satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9; (ii) is a right to acquire such number of such shares as has on acquisition for the New Option an aggregate market value equal to the aggregate Market Value of the shares subject to the Old Option on its release; (iii) has a subscription price per share such that the aggregate price payable on the complete exercise equals the aggregate price which would have been payable on complete exercise of the Old Option; and 7 (iv) is otherwise identical in terms to the Old Option. The New Option shall, for all other purposes of this Plan, be treated as having been acquired at the same time as the Old Option. Where any New Options are granted pursuant to this clause 7.4, Rules 4.3, 6, 7, 8, 9, 10.1 and 10.3 to 10.6 shall, in relation to the New Options, be construed as if references to the Company and to the Shares were references to the Acquiring Company, or as the case may be, to the other company to whose shares the New Options relate, and to the shares in that other company, but references to Participating Company shall continue to be construed as if references to the Company were references to Computer Sciences Corporation. 7.5 If the Company passes a resolution for voluntary winding up, any Subsisting Option may be exercised within six months of the passing of the Resolution. 7.6 For the purposes of this Rule 7 other than Rule 7.4 a person shall be deemed to have obtained Control of a Company if he and others acting in concern with him have together obtained Control of it. 7.7 The exercise of an Option pursuant to the preceding provisions of this Rule 7 shall be subject to the provisions of Rule 9 below. 7.8 Where in accordance with Rule 7.4 Subsisting Options are released and New Options granted the New Options shall not be exercisable in accordance with Rule 7.1, 7.2 and 7.3 above by virtue of the event by reason of which the New Options were granted. 8. VARIATION OF SHARE CAPITAL -------------------------- In the event of any capitalization or rights issue or any consolidation, sub-division or reduction of capital by the Company, the aggregate number of Shares issuable under the Plan, the number of Shares subject to any Option and the Subscription Price for each of those Shares shall be adjusted in such appropriate and proportional manner as the Board confirms to be fair and reasonable provided that; (i) the aggregate amount payable on the exercise of an Option in full is not increased; and (ii) no adjustment shall be made without the prior approval of the Board of Inland Revenue; and (iii) following the adjustment the Shares continue to satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9. [(iv) the Subscription Price for a share is not reduced below its nominal value]. 9. MANNER OF EXERCISE OF OPTIONS ----------------------------- 9.1 No Option may be exercised by an individual at any time when he is precluded by paragraph 8 of Schedule 9 from participating in the Plan (material interest in a close company). 8 9.2 No Option may be exercised at any time when the Shares which may be thereby acquired are not Shares as defined in Rule 1.1. 9.3 An Option shall be exercised by the Option Holder, or in the case of an Option exercisable in accordance with Rule 6.1(b) by his personal representatives, giving notice to the Company in writing of the number Shares in respect of which he wishes to exercise the Option accompanied by the appropriate payment in full and the relevant option certificate and shall be effective on the date of its receipt by the Company. 9.4 Shares shall be allotted and issued pursuant to a notice of exercise within 30 days of the date of exercise and a definite share certificate issued to the Option holder in respect thereof. Save for any rights determined by reference to a date preceding the date of allotment, such Shares where issued shall rank pari passu with the other shares of the same class in issue at the date of allotment. 9.5 When an Option is exercised only in part, the balance shall remain exercisable on the same terms as originally applied to the whole Option and, a new option certificate shall be issued accordingly by the Company as soon as possible after the partial exercise. No fractional Shares may be issued pursuant to the exercise of an Option. 10 ADMINISTRATION AND AMENDMENT ---------------------------- 10.1 The Plan shall be administered by the Board whose decision on all disputes shall be final. 10.2 The Board may from time to time amend these Rules provided that: (i) no amendment may detrimentally affect an Option holder as regards an Option granted prior to the amendment being made; (ii) no amendment may be made which would change the class of persons eligible to receive Options, or materially increase the benefits accruing to Option holders or increase the limit specified in Rule 5.1 or change Rule 10.4 without the prior approval of the Company's stockholders in general meeting; and (iii) no amendment shall have effect until approved by the Board of Inland Revenue as not being contrary to Schedule 9. 10.3 The cost of establishing and operating the Plan shall be borne by the Participating Companies in such proportions as the Board shall determine. 10.4 The Board may establish a committee consisting of not less than three disinterested persons (who are not and have not within the preceding twelve months been themselves eligible to receive grants of Options under the Plan or any other plan of the Company), unless applicable securities laws otherwise permit, and to whom any or all of its powers in relation to the Plan may be delegated. The Board may at any time dissolve the Committee, after its constitution or direct the manner in which it shall act. 9 10.5 Any notice or other communication under or in connection with the Plan may be given by the Company either personally or by post and to the Company either personally or by post to an authorized representative; items set by post shall be prepaid and shall be deemed to have been received 72 hours after posting. 10.6 The Company shall at all times keep available sufficient authorized and unissued shares to satisfy the exercise to the full extent still possible of all Options which have neither lapsed or been fully exercised, taking account of any other obligations of the company to issue unissued shares. 10.7 The Board may at any time terminate the Plan but the provisions of the Plan shall remain in force for Subsisting Options. 10.8 Nothing in these Rules or in any document pursuant hereto shall confer on any Eligible Employee any rights not expressed herein, in particular any right to remain in the employ of the Company. 10.9 Except insofar as this Plan shall be construed as a Schedule to the Governing Plan the Governing Plan shall not apply to the Plan. 10 EX-10.13 4 EXHIBIT 10.13 COMPUTER SCIENCES CORPORATION 1990 NONEMPLOYEE DIRECTOR RETIREMENT PLAN As amended December 6, 1996 Section 1: PURPOSE OF PLAN The purpose of this 1990 Nonemployee Director Retirement Plan ("Plan") of Computer Sciences Corporation, a Nevada corporation (the "Company"), is to enable the Company to attract and retain nonemployee directors of the highest quality by furnishing certain retirement benefits to such persons. Section 2: PARTICIPATION Each person who satisfies all of the following conditions (a "Participant") shall participate in this Plan: (a) such person has served as a director of the Company after the effective date of this Plan and prior to December 6, 1996; (b) such person has served as a director of the Company for at least five years; and (c) such person is not, and has never been, an employee of the Company. Section 3: BENEFITS (a) Each month during a Participant's Benefit Period (as hereinafter defined), the Company shall pay to such Participant an amount equal to one- twelfth of his or her Annual Retirement Benefit (as hereinafter defined). (b) The "Annual Retirement Benefit," with respect to any Participant, shall mean the sum of: (i) an amount equal to the annualized base retainer for service as a director of the Company, excluding any retainer for service as a member of a committee of the Board of Directors, in effect as of the last date upon which such Participant served as a director of the Company; plus (ii) an amount equal to the fee for attending a regularly scheduled meeting of the full Board of Directors in effect as of such date, multiplied by the number of regularly scheduled meetings of the full Board of Directors held during the calendar year ending on such date. (c) The "Benefit Period," with respect to any Participant, shall mean that period of time commencing on the later of (i) the date upon which such Participant shall cease to be a director of the Company for any reason whatsoever, or (ii) the date upon which such Participant shall attain age 65, and continuing for that number of years equal to the number of complete years such Participant served as a director of the Company; provided, however, that if such Participant shall have served as a director of the Company for at least 10 years, then the Benefit Period shall continue for 10 years or until such later date upon which such Participant shall die. (d) In the event that a Participant shall die while a director of the Company or prior to the expiration of his or her Benefit Period, the balance of the benefits payable to such Participant pursuant to this Section 3 shall instead be payable to the person or entity designated in writing by such Participant for such purpose (the "Designated Beneficiary"). (e) Notwithstanding the foregoing, the benefits otherwise payable with respect to a Participant pursuant to this Section 3 shall be denied or discontinued if a majority of the disinterested directors of the Company shall determine that: (i) such Participant has willfully failed to perform his or her duties as a director of the Company (other than any such failure resulting from such Participant's incapacity due to physical or mental illness); (ii) such Participant has failed to make himself or herself available to the Board of Directors, and to provide such advice and counsel as may be reasonably requested by the Board of Directors, after such Participant has ceased to be a director of the Company; or (iii) such Participant or, after the death of such Participant, the Designated Beneficiary of such Participant, has willfully engaged in conduct that is in competition with the business of the Company or is materially injurious to the Company, monetarily or otherwise. For purposes of this Section 3(e), an act or failure to act shall be considered willful if not in good faith and with the reasonable belief that such act or failure to act was in the best interests of the Company. Section 4: SOURCE OF PAYMENTS All benefits payable under this Plan shall be paid in cash from the general funds of the Company, and no trust account, escrow, fiduciary relationship or other security arrangement shall be established to assure payment. No Participant shall have any right, title or interest in or to any investment that the Company may make in anticipation of the potential payment obligations hereunder. Nothing contained in this Plan and no action taken pursuant hereto shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant or any other person or entity. To the extent that any person or entity acquires a right to receive 2 benefits from the Company under this Plan, such right shall be no greater than, nor different from, the right of any unsecured general creditor of the Company. Section 5: ADMINISTRATION OF PLAN This Plan shall be administered by the Chief Executive Officer of the Company, or such other officer of the Company as shall be designated by the Board of Directors (the "Administrator"). Subject to the provisions of this Plan, the Administrator shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following: (a) adopt, amend and rescind rules and regulations relating to this Plan; (b) determine which directors of the Company meet the requirements of Section 2 hereof for participation in this Plan; and (c) interpret and construe the terms and provisions of this Plan. All such rules, regulations, determinations, interpretations and other actions of the Administrator shall be final and binding upon all persons and entities interested in this Plan. Section 6: EFFECTIVE DATE AND DURATION OF PLAN This Plan is effective as of December 10, 1990, the date upon which it was adopted by the Board of Directors. This Plan shall continue in effect until terminated by the Board of Directors pursuant to Section 7 hereof. Section 7: AMENDMENT AND TERMINATION OF PLAN The Board of Directors may amend or terminate this Plan at any time and in any manner; provided however, that no such amendment or termination shall reduce retroactively the benefits to which any Participant would have been entitled under this Plan in the event that he or she had ceased to be a director of the Company on the day immediately preceding the date of such amendment or termination. Section 8: NOTICES Any notice, request, demand and other communication hereunder shall be in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 3 If to the Company: Computer Sciences Corporation 2100 East Grand Avenue El Segundo, California 90245 Attention: Chief Executive Officer If to a Participant or To the most recent address of such Designated Beneficiary: person or entity as shown in the Company's records Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Section 9: GOVERNING LAW This Plan shall be governed by and construed in accordance with the laws of the State of Nevada. 4 EX-11 5 EXHIBIT 11 COMPUTER SCIENCES CORPORATION CALCULATION OF EARNINGS PER SHARE (In thousands except per-share amounts)
Third Quarter Ended Nine Months Ended ---------------------- ---------------------- Dec. 27, Dec. 29, Dec. 27, Dec. 29, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Net income $57,390 $19,721 $116,673 $95,231 ========== ========== ========== ========== Shares: Weighted average shares outstanding 76,224 75,614 75,749 74,509 Common stock equivalents 2,270 2,094 2,365 2,310 ---------- ---------- ---------- ---------- Total for primary and fully diluted 78,494 77,708 78,114 76,819 ========== ========== ========== ========== Earnings Per Share: Primary and fully diluted* $ 0.73 $ 0.25 $ 1.49 $ 1.24 ========== ========== ========== ==========
[FN] * The fully diluted calculation is submitted in accordance with Regulation S-K item 601 (b) (11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. EX-27 6 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 1000 Mar-28-1997 Mar-30-1996 Dec-27-1996 9-MOS 91,873 0 1,401,756 45,618 0 1,625,750 1,614,072 739,348 3,503,630 1,089,322 637,444 76,823 0 0 1,533,060 3,503,630 0 4,080,785 0 3,210,244 241,738 13,281 24,768 186,473 69,800 116,673 0 0 0 116,673 1.49 1.49
EX-28 7 EXHIBIT 28 COMPUTER SCIENCES CORPORATION REVENUES BY MARKET SECTOR (In millions)
Fiscal Period Ended % of Total ---------------------- ---------------------- Dec. 27, Dec. 29, Dec. 27, Dec. 29, 1996 1995 1996 1995 --------- --------- --------- --------- THIRD QUARTER Global commercial: U.S. commercial $ 539.7 $ 458.3 38% 37% International 490.3 365.9 34 30 --------- --------- --------- --------- Total 1,030.0 824.2 72 67 U.S. federal government: Department of Defense 256.2 252.4 18 20 NASA 72.7 77.6 5 6 Civil agencies 62.7 82.5 5 7 --------- --------- --------- --------- Total 391.6 412.5 28 33 --------- --------- --------- --------- Total revenues $1,421.6 $1,236.7 100% 100% ========= ========= ========= ========= NINE MONTHS Global commercial: U.S. commercial $1,539.2 $1,301.3 38% 38% International 1,312.1 978.9 32 28 --------- --------- --------- --------- Total 2,851.3 2,280.2 70 66 U.S. federal government: Department of Defense 806.6 700.9 20 20 NASA 223.4 234.1 5 7 Civil agencies 199.5 233.1 5 7 --------- --------- --------- --------- Total 1,229.5 1,168.1 30 34 --------- --------- --------- --------- Total revenues $4,080.8 $3,448.3 100% 100% ========= ========= ========= =========
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