-----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, JbeDcaPG4wRc4ZabQxd06vOj9Pms+5dX/zwr/hUuQU852U0QsC3aGayxPFk3R71H iwXr6qA8Z/HX2ygM2Qua4Q== 0000023082-00-000003.txt : 20000210 0000023082-00-000003.hdr.sgml : 20000210 ACCESSION NUMBER: 0000023082-00-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000209 ITEM INFORMATION: FILED AS OF DATE: 20000209 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: 0402 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04850 FILM NUMBER: 528324 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 8-K 1 ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 9, 2000 COMPUTER SCIENCES CORPORATION (Exact name of Registrant as specified in its charter) NEVADA 1-4850 95-2043126 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) 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 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ============================================================================= Item 5. Other Events. On November 16, 1999, the Registrant acquired Nichols Research Corporation ("Nichols") in a transaction accounted for as a pooling of interests. On February 9, 2000, the Registrant released the following preliminary, restated unaudited consolidated condensed statements of income of the Registrant, including Nichols on a pooling of interests basis, for the fiscal year ended April 2, 1999 and each of the quarters in such fiscal year, and for the first three quarters of the fiscal year ending March 31, 2000: 2 COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited) FOR THE FOUR QUARTERS AND YEAR ENDED APRIL 2, 1999 (a) (In thousands except earnings per share)
Fiscal Quarter Ended Year ---------------------------------------------- Ended July 3, Oct. 2, Jan. 1, April 2, April 2, 1998 1998 1999 1999 1999 ---------- ---------- ---------- ---------- ---------- Revenues $1,855,277 $1,946,387 $2,054,691 $2,255,050 $8,111,405 ---------- ---------- ---------- ---------- ---------- Costs of services 1,464,879 1,535,312 1,600,699 1,748,581 6,349,471 Selling, general and administrative 172,785 182,583 191,023 189,365 735,756 Depreciation and amortization 106,981 108,307 116,104 125,505 456,897 Interest expense 11,979 11,725 12,320 13,334 49,358 Interest income (3,537) (2,690) (3,741) (4,982) (14,950) ---------- ---------- ---------- ---------- ---------- Total costs and expenses 1,753,087 1,835,237 1,916,405 2,071,803 7,576,532 ---------- ---------- ---------- ---------- ---------- Income before taxes 102,190 111,150 138,286 183,247 534,873 Taxes on income 34,366 36,982 46,590 61,433 179,371 ---------- ---------- ---------- ---------- ---------- Net income $ 67,824 $ 74,168 $ 91,696 $ 121,814 $ 355,502 ========== ========== ========== ========== ========== Earnings per share: Basic $0.42 $0.45 $0.56 $0.74 $2.17 ========== ========== ========== ========== ========== Diluted $0.41 $0.44 $0.55 $0.72 $2.12 ========== ========== ========== ========== ========== Average common shares: (c) Outstanding 163,185 163,920 164,464 164,994 164,124 Assuming dilution 167,187 168,051 168,034 168,730 167,986
3 COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited) FOR THE THREE QUARTERS ENDED DECEMBER 31, 1999 (a) (In thousands except earnings per share)
Quarter Ended ------------------------------------ July 2, Oct. 1, Dec. 31, 1999 1999 1999 ---------- ---------- ---------- Revenues $2,203,373 $2,232,025 $2,360,071 ---------- ---------- ---------- Costs of services 1,747,475 1,763,116 1,843,141 Selling, general and administrative 200,638 188,545 192,565 Depreciation and amortization 118,768 129,656 145,381 Interest expense 13,796 14,435 14,413 Interest income (5,094) (4,226) (4,345) Special items (b) 41,065 ---------- ---------- ---------- Total costs and expenses 2,075,583 2,091,526 2,232,220 ---------- ---------- ---------- Income before taxes 127,790 140,499 127,851 Taxes on income 43,226 47,352 45,522 ---------- ---------- ---------- Net income $ 84,564 $ 93,147 $ 82,329 ========== ========== ========== Earnings per share: Basic $0.51 $0.56 $0.49 ========== ========== ========== Diluted $0.50 $0.55 $0.48 ========== ========== ========== Average common shares: (c) Outstanding 165,330 166,011 166,574 Assuming dilution 168,724 169,415 169,904
4 COMPUTER SCIENCES CORPORATION NOTES TO CONSOLIDATED CONDENSED STATEMENTS OF INCOME a) The results have been restated to reflect the November 16, 1999 merger with Nichols Research Corporation (Nichols), which was accounted for as a pooling of interests. The restatement includes Nichols' results for fiscal 1999, which ended August 31, and results for Computer Sciences Corporation's (CSC's) fiscal 1999, which ended April 2. Therefore, the restated results for the four quarters and fiscal year ended April 2, 1999 reflect Nichols' four quarters and fiscal year ended August 31, 1999. The restated fiscal 2000 data include Nichols' results based on CSC's fiscal periods. b) The special items result from merger-related charges and other transaction costs of $39.1 million ($28.5 million after tax) associated with the acquisition of Nichols, and legal and other costs, net of recoveries, of $2 million ($1.3 million after tax) associated with the resolution, during the quarter, of the remaining issues relating to the Company's fiscal 1998 response to a failed take-over attempt. The Nichols charge is comprised of $9.3 million for investment banking and other transaction expenses; $23.5 million related to the write-off of capitalized software attributable to duplicate market offerings and the write-off of other assets and intangibles; and $6.3 million related to employee severance costs and elimination of duplicate facilities. c) Average common shares outstanding and average common shares outstanding assuming dilution are based on historical data, as reported by CSC, and historical data for Nichols adjusted based on the exchange ratio of .423. 5 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 thereto duly authorized. COMPUTER SCIENCES CORPORATION Dated: February 9, 2000 By /s/ Bryan Brady ------------------------------- Bryan Brady Vice President and Controller Chief Accounting Officer 6 -----END PRIVACY-ENHANCED MESSAGE-----