fy09q1form10-q.htm
UNITED
STATES
|
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 quarter ended July 4, 2008
|
|
OR
|
o
|
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.)
|
|
|
3170
Fairview Park Drive
|
|
Falls
Church, Virginia
|
22042
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
Telephone Number, Including Area Code: (703) 876-1000
|
|
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 [ ]
|
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act (Check
one).
Large
accelerated filer x Accelerated
filer o Non-accelerated
filer o Smaller
Reporting Company o
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12-b of the Exchange Act). Yes o No x
|
|
151,342,152
shares of Common Stock, $1.00 par value, were outstanding on August 1,
2008.
|
COMPUTER
SCIENCES CORPORATION
|
|
TABLE
OF CONTENTS TO FORM 10-Q
|
|
|
|
|
Page
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements (unaudited)
|
|
|
|
|
|
Consolidated
Condensed Statements of Income, Three
Months Ended July 4, 2008 and June 29, 2007
|
1
|
|
|
|
|
Consolidated
Condensed Balance Sheets, July
4, 2008 and March 28, 2008
|
2
|
|
|
|
|
Consolidated
Condensed Statements of Cash Flows Three
Months Ended July 4, 2008 and June 29, 2007
|
3
|
|
|
|
|
Notes
to Consolidated Condensed Financial Statements
|
4
|
|
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial
Condition and Results of Operations
|
33
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
46
|
|
|
|
Item
4.
|
Controls
and Procedures
|
46
|
|
|
|
|
|
|
PART
II.
|
OTHER
INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
48
|
|
|
|
Item
1A.
|
Risk
Factors
|
52
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
52
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
53
|
|
|
|
Item
6.
|
Exhibits
|
54
|
i
PART
I, ITEM 1. FINANCIAL STATEMENTS
COMPUTER
SCIENCES CORPORATION
CONSOLIDATED
CONDENSED STATEMENTS OF INCOME (unaudited)
|
|
Three
Months Ended
|
|
(In
millions except per-share amounts)
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
4,437.1 |
|
|
$ |
3,837.9 |
|
|
|
|
|
|
|
|
|
|
Costs
of services (excludes depreciation and amortization)
|
|
|
3,601.3 |
|
|
|
3,098.1 |
|
Selling,
general and administrative
|
|
|
277.5 |
|
|
|
240.6 |
|
Depreciation
and amortization
|
|
|
317.2 |
|
|
|
279.0 |
|
Interest
expense
|
|
|
63.9 |
|
|
|
29.2 |
|
Interest
income
|
|
|
(9.5 |
) |
|
|
(9.5 |
) |
Special
items
|
|
|
|
|
|
|
49.0 |
|
Other
expense (income)
|
|
|
13.3 |
|
|
|
(18.2 |
) |
|
|
|
|
|
|
|
|
|
Total
costs and expenses
|
|
|
4,263.7 |
|
|
|
3,668.2 |
|
|
|
|
|
|
|
|
|
|
Income
before taxes
|
|
|
173.4 |
|
|
|
169.7 |
|
Taxes
on income
|
|
|
52.8 |
|
|
|
61.6 |
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
120.6 |
|
|
$ |
108.1 |
|
|
|
|
|
|
|
|
|
|
Earnings
per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.80 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.79 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
See
accompanying notes
COMPUTER
SCIENCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
(In
millions except shares)
|
|
July
4, 2008
|
|
|
March
28, 2008
|
|
ASSETS
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
615.6 |
|
|
$ |
698.9 |
|
Receivables
|
|
|
4,441.2 |
|
|
|
4,459.8 |
|
Prepaid
expenses and other current assets
|
|
|
1,953.4 |
|
|
|
1,764.5 |
|
Total
current assets
|
|
|
7,010.2 |
|
|
|
6,923.2 |
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
2,759.5 |
|
|
|
2,764.6 |
|
Outsourcing
contract costs, net
|
|
|
872.1 |
|
|
|
925.4 |
|
Software,
net
|
|
|
524.2 |
|
|
|
527.4 |
|
Goodwill
|
|
|
4,022.5 |
|
|
|
3,975.2 |
|
Other
assets
|
|
|
613.1 |
|
|
|
659.0 |
|
Total
assets
|
|
$ |
15,801.6 |
|
|
$ |
15,774.8 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Short-term
debt and current maturities of long-term debt
|
|
$ |
1,142.3 |
|
|
$ |
838.4 |
|
Accounts
payable
|
|
|
605.1 |
|
|
|
798.1 |
|
Accrued
payroll and related costs
|
|
|
935.1 |
|
|
|
926.6 |
|
Other
accrued expenses
|
|
|
1,452.9 |
|
|
|
1,638.7 |
|
Deferred
revenue
|
|
|
1,031.3 |
|
|
|
1,078.5 |
|
Income
taxes payable and deferred income taxes
|
|
|
471.1 |
|
|
|
310.0 |
|
Total
current liabilities
|
|
|
5,637.8 |
|
|
|
5,590.3 |
|
|
|
|
|
|
|
|
|
|
Long-term
debt, net of current maturities
|
|
|
2,665.6 |
|
|
|
2,635.3 |
|
Income
tax liabilities
|
|
|
1,078.1 |
|
|
|
1,235.6 |
|
Other
long-term liabilities
|
|
|
816.5 |
|
|
|
851.8 |
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Common
stock, par value $1.00 per share; authorized 750,000,000
shares; issued 159,466,900 (2009) and 159,218,613
(2008)
|
|
|
159.5 |
|
|
|
159.2 |
|
Additional
paid-in capital
|
|
|
1,793.5 |
|
|
|
1,770.9 |
|
Retained
earnings
|
|
|
3,897.7 |
|
|
|
3,801.9 |
|
Accumulated
other comprehensive income
|
|
|
126.6 |
|
|
|
100.6 |
|
|
|
|
5,977.3 |
|
|
|
5,832.6 |
|
Less
common stock in treasury, at cost, 8,163,133 shares (2009)
and 8,101,652 shares (2008)
|
|
|
(373.7 |
) |
|
|
(370.8 |
) |
Total
stockholders' equity
|
|
|
5,603.6 |
|
|
|
5,461.8 |
|
Total
liabilities and stockholders' equity
|
|
$ |
15,801.6 |
|
|
$ |
15,774.8 |
|
See
accompanying notes
COMPUTER
SCIENCES CORPORATION
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
|
|
Three
Months Ended
|
|
(In
millions)
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
Net
income
|
|
$ |
120.6 |
|
|
$ |
108.1 |
|
Adjustments
to reconcile net income to net cash
used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization and other non-cash charges
|
|
|
339.6 |
|
|
|
295.7 |
|
Stock
based compensation
|
|
|
17.4 |
|
|
|
23.0 |
|
Provision
for losses on accounts receivable
|
|
|
8.2 |
|
|
|
2.7 |
|
Foreign
currency exchange loss (gain)
|
|
|
10.1 |
|
|
|
(17.8 |
) |
Loss
(gain) on disposition, net of taxes
|
|
|
1.3 |
|
|
|
(2.5 |
) |
Changes
in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
Increase
in assets
|
|
|
(114.5 |
) |
|
|
(308.1 |
) |
Decrease
in liabilities
|
|
|
(438.7 |
) |
|
|
(506.8 |
) |
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(56.0 |
) |
|
|
(405.7 |
) |
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
|
|
Purchases
of property and equipment
|
|
|
(195.0 |
) |
|
|
(190.0 |
) |
Outsourcing
contracts
|
|
|
(29.5 |
) |
|
|
(35.8 |
) |
Acquisitions
|
|
|
(62.4 |
) |
|
|
|
|
Software
|
|
|
(42.8 |
) |
|
|
(33.4 |
) |
Other
investing cash flows
|
|
|
1.2 |
|
|
|
15.5 |
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(328.5 |
) |
|
|
(243.7 |
) |
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
|
Net
borrowing of commercial paper
|
|
|
417.1 |
|
|
|
|
|
Borrowings
under lines of credit
|
|
|
237.8 |
|
|
|
56.2 |
|
Repayment
on lines of credit
|
|
|
(52.0 |
) |
|
|
(63.1 |
) |
Principal
payments on long-term debt
|
|
|
(308.2 |
) |
|
|
(11.4 |
) |
Proceeds
from debt issuance
|
|
|
|
|
|
|
1,391.3 |
|
Proceeds
from stock option and other common stock transactions
|
|
|
6.0 |
|
|
|
45.0 |
|
Repurchase
of common stock
|
|
|
(2.9 |
) |
|
|
(4.4 |
) |
Excess
tax benefit from stock-based compensation
|
|
|
1.0 |
|
|
|
5.0 |
|
Other
financing cash flows
|
|
|
|
|
|
|
.2 |
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
298.8 |
|
|
|
1,418.8 |
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
|
2.4 |
|
|
|
9.9 |
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash and cash equivalents
|
|
|
(83.3 |
) |
|
|
779.3 |
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of year
|
|
|
698.9 |
|
|
|
1,050.1 |
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
$ |
615.6 |
|
|
$ |
1,829.4 |
|
See
accompanying notes.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
1 – Basis of Presentation
Computer
Sciences Corporation (CSC or the Company) has prepared the unaudited
consolidated condensed financial statements included herein pursuant to the
rules and regulations of the Securities and Exchange Commission
(SEC). Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles for the United States have been condensed or omitted
pursuant to such rules and regulations. It is recommended that these
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended March 28, 2008. In the opinion of the
Company, the unaudited consolidated condensed financial statements included
herein reflect all adjustments necessary to present fairly the financial
position, the results of operations and the cash flows for such interim
periods. The results of operations for such interim periods are not
necessarily indicative of the results for the full year.
Note
2 – Accounting Change
The
Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157,
“Fair Value Measurements,” effective March 28, 2008 for its financial assets and
liabilities. This standard defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. The FASB has deferred the provisions of SFAS No. 157
for non-financial assets and liabilities. Such assets and
liabilities, which include the Company’s non-current assets, long-term debt,
minority interest and other long-term liabilities, will be subject to the
provision of SFAS No. 157 effective for fiscal year 2010.
SFAS No.
157 specifies a hierarchy of the following valuation techniques with three
levels of inputs:
·
|
Level
1 – quoted prices unadjusted for identical assets or liabilities in an
active market;
|
·
|
Level
2 – inputs other than quoted prices that are observable, either directly
or indirectly, for similar assets or liabilities;
and
|
·
|
Level
3 – inputs that are unobservable. Unobservable inputs reflect
the entity’s own assumptions about the assumptions that market
participants would use in pricing the asset or
liability.
|
The
Company’s derivative financial instruments include foreign currency forward
contracts and purchased option contracts. The fair value of the
Company’s forward contracts is based on quoted prices for similar but not
identical derivative financial instruments; as such, the inputs are considered
Level 2 for forward contracts. Our option contract valuation inputs
are based on quoted pricing intervals from external valuation models and do not
involve management judgment. The inputs used to value the option contracts are
considered Level 2 inputs.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
2 – Accounting Change (continued)
The
following table presents the Company’s assets and liabilities that are measured
at fair value on a recurring basis at July 4, 2008:
|
|
July
4, 2008
|
|
|
Fair
Value Hierarchy
|
|
|
Fair
Value
|
|
|
Level
1
|
|
|
Level
2
|
|
Level
3
|
Available
for sale securities
|
|
$ |
93.4 |
|
|
$ |
93.4 |
|
|
|
|
|
Derivative
assets
|
|
|
0.8 |
|
|
|
|
|
|
$ |
0.8 |
|
|
Total
|
|
$ |
94.2 |
|
|
$ |
93.4 |
|
|
$ |
0.8 |
|
|
During
the first quarter of fiscal 2009, the Company had $93.4 of available for sale
securities which were comprised of investments in debt mutual funds primarily in
India. The company did not have any assets or liabilities measured at
fair value on a recurring basis using significant unobservable inputs (Level
3). Gains and losses included in earnings are reported in other
expense/(income) (See Note 6).
SFAS No.
158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans – An amendment of FASB Statements No. 87, 88, 106 and 132R,” requires,
beginning with fiscal 2009, that plan assets and benefit obligations be measured
as of the date of the employer’s fiscal year end. The statement
provides two approaches for an employer to transition to a fiscal year-end
measurement date. In the first approach, an employer remeasures plan
assets and benefit obligations as of the beginning of the fiscal year that the
measurement date provisions are applied. In the second approach, an
employer continues to use the measurements determined for the prior fiscal
year-end reporting to estimate the effects of the change. CSC has
chosen to use the second approach.
Under
this approach, generally known as the “15-month approach”, net periodic benefit
cost for the period between the earlier measurement date and the end of the
fiscal year that the measurement date provisions are applied, exclusive of any
curtailment or settlement gain or loss, should be allocated proportionately
between amounts to be recognized as an adjustment of retained earnings and net
period benefit cost for the fiscal year that the measurement date provisions are
applied. For the “gap period” between measurement date and end of
fiscal year, the adjustment to retained earnings, net of taxes, at the beginning
of 2009 was $24.7.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
3 – Earnings per Share
Basic and
diluted earnings per share are calculated as follows:
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
120.6 |
|
|
$ |
108.1 |
|
Common
share information:
|
|
|
|
|
|
|
|
|
Average
common shares outstanding for basic EPS
|
|
|
151.187 |
|
|
|
173.876 |
|
Dilutive
effect of stock compensation
|
|
|
2.036 |
|
|
|
3.569 |
|
Shares
for diluted EPS
|
|
|
153.223 |
|
|
|
177.445 |
|
Basic
EPS
|
|
$ |
0.80 |
|
|
$ |
0.62 |
|
Diluted
EPS
|
|
$ |
0.79 |
|
|
$ |
0.61 |
|
The
computation of diluted EPS did not include stock options which were
antidilutive, as their exercise price was greater than the average market price
of the common stock of CSC during the periods presented. The number
of such options was 10,076,326 and 4,980,977 for the three months ended July 4,
2008 and June 29, 2007, respectively.
Note
4 – Income Taxes
The
effective tax rate on income from continuing operations before special items was
30.4% and 35.3%, respectively, for the first quarter of fiscal 2009 and
2008. The decrease in the fiscal 2009 rate was primarily attributable
to a reduction in uncertain tax liabilities due to the filing of accounting
method changes and settlements with taxing authorities.
As of
July 4, 2008, the Company's liability for uncertain tax positions was $1,446.3
resulting from unrecognized tax benefits including interest and penalties and
net of tax carryforwards. During the first quarter of fiscal 2009 the
Company recorded $.9 of interest on uncertain tax positions and $1.8 of related
penalties in income tax expense. These amounts are net of a reduction in
interest and penalties of $4.6 and $1.6, respectively, as a result of filing
changes in method of accounting during the first quarter of fiscal 2009, and
$1.5 and $1.3 related to settlements with taxing authorities. The
nature of the accounting method changes includes deferred rent, reserves, and
property tax.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
4 – Income Taxes (continued)
The
income taxes payable and deferred income taxes line included in current
liabilities consists of the following:
|
|
July
4, 2008
|
|
|
March
28, 2008
|
|
|
|
|
|
|
|
|
Income
Taxes
|
|
$ |
108.0 |
|
|
$ |
104.9 |
|
Deferred
Tax Liabilities
|
|
|
(211.0 |
) |
|
|
(213.2 |
) |
Liability
for Uncertain Tax Position
|
|
|
(368.1 |
) |
|
|
(201.7 |
) |
Total
|
|
$ |
(471.1 |
) |
|
$ |
(310.0 |
) |
Prepaid
expenses and other current assets includes the current portion of deferred
income taxes of $14.4 and $10.5 as of July 4, 2008 and March 28, 2008,
respectively.
Other
assets includes non-current deferred income tax asset of $117.4 and $126.5 as of
July 4, 2008 and March 28, 2008, respectively.
During
the next twelve months, it is reasonably possible the Company’s liability for
uncertain tax positions may change by a significant amount as a result of the
following:
·
|
The
Company’s U.S. federal income tax returns for fiscal years 2000 and beyond
remain subject to examination by the IRS. The IRS commenced an examination
of fiscal years 2000 through 2004 federal income tax returns beginning in
fiscal year 2007, and the Company expects to reach a settlement by
December 31, 2008. Accordingly, the Company has agreed to
extend the statute of limitations for these tax years through March 27,
2009. The nature of the significant items subject to
examination includes depreciation and amortization, research credits, and
international tax issues.
|
·
|
The
Company is under exam in various states and it is reasonably possible that
during the next 12 months the Company may settle certain state tax
examinations or voluntarily settle state income tax positions in a
negotiated settlement in other
states.
|
·
|
The
Company’s significant foreign jurisdictions including the United Kingdom,
Australia, Germany, and Canada are subject to examination for various
years beginning in fiscal year 2001. The Company is currently
under examination in Canada, UK, and
Germany.
|
Conclusion
of the above matters could result in settlements for different amounts than the
Company has accrued as uncertain tax benefits. If a position for
which the Company concluded was more likely than not and was subsequently not
upheld, then the Company may need to accrue and ultimately pay an additional
amount. Conversely, the Company could settle positions with the tax
authorities for amounts lower than have been accrued or extinguish a position
through payment. The Company believes the outcomes which are
reasonably possible within the next twelve months may result in a reduction of
the liability for unrecognized tax benefits ranging from approximately $7.5 to
$850, excluding penalties and interest.
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
5 – Stock Incentive Plans
The
Company has various stock incentive plans which are more fully described in Note
13 of the Company’s 2008 Annual Report filed on Form 10-K. For the
three months ended July 4, 2008 and June 29, 2007, the Company recognized
stock-based compensation expense as follows:
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
Cost
of services
|
|
$ |
4.3 |
|
|
$ |
3.3 |
|
Selling,
general and administrative
|
|
|
13.1 |
|
|
|
9.3 |
|
Special
items
|
|
|
|
|
|
|
10.4 |
|
Total
|
|
$ |
17.4 |
|
|
$ |
23.0 |
|
Total
net of tax
|
|
$ |
12.4 |
|
|
$ |
14.0 |
|
The
charge to special items of $10.4 ($6.3 net of tax) for the three months ended
June 29, 2007 relates to accelerated expense associated with the Company’s
former CEO whose retirement was effective July 30, 2007. See Note 13,
Special Items.
The
Company uses the Black-Scholes-Merton model in determining the fair value of
options granted. The weighted average grant date fair values of stock
options granted during the three months ended July 4, 2008 and June 29, 2007
were $15.97 and $17.84 per share, respectively. In calculating the
compensation expense for its stock incentive plans, the Company used the
following weighted average assumptions:
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
Risk-free
interest rate
|
|
|
3.24 |
% |
|
|
4.73 |
% |
Expected
volatility
|
|
|
36 |
% |
|
|
31 |
% |
Expected
lives
|
|
4.08 years
|
|
|
4.14
years
|
|
Employee
Incentive Plans
The
Company has three stock incentive plans which authorize the issuance of stock
options, restricted stock and other stock-based incentives to employees upon
terms approved by the Compensation Committee of the Board of
Directors. The Company issues authorized but previously unissued
shares upon the exercise of stock options, the granting of restricted stock and
the redemption of restricted stock units (RSUs). At July 4, 2008,
11,508,645 shares of CSC common stock were available for the grant of future
stock options, equity awards or other stock-based incentives to
employees.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
5 – Stock Incentive Plans (continued)
Stock
Options
The
Company’s standard vesting schedule for stock options is one-third on each of
the first three anniversaries of the grant date. Stock options are
generally granted for a term of ten years. Information concerning
stock options granted under stock incentive plans is as follows:
|
|
Three
Months Ended July 4, 2008
|
|
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average Remaining Contractual Life
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding
at March 28, 2008
|
|
|
17,755,014 |
|
|
$ |
47.38 |
|
|
|
5.79 |
|
|
$ |
27.8 |
|
Granted
|
|
|
2,393,673 |
|
|
$ |
48.46 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(180,901 |
) |
|
$ |
33.15 |
|
|
|
|
|
|
|
|
|
Canceled/forfeited
|
|
|
(147,720 |
) |
|
$ |
54.50 |
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(655,082 |
) |
|
$ |
53.68 |
|
|
|
|
|
|
|
|
|
Outstanding
at July 4, 2008
|
|
|
19,164,984 |
|
|
$ |
47.38 |
|
|
|
6.23 |
|
|
$ |
70.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested
and expected to vest in the future at July 4, 2008
|
|
|
18,776,694 |
|
|
$ |
47.30 |
|
|
|
6.23 |
|
|
$ |
70.6 |
|
Exercisable
at July 4, 2008
|
|
|
13,529,858 |
|
|
$ |
45.52 |
|
|
|
4.99 |
|
|
$ |
69.5 |
|
The total
intrinsic value of options exercised during the three months ended July 4, 2008
and June 29, 2007 was $2.6 and $19.1, respectively. The total
intrinsic value of stock options is based on the difference between the fair
market value of the Company’s common stock at July 4, 2008 (for options
outstanding), or date of exercise, less the applicable exercise
price.
The cash
received from stock options exercised during the three months ended July 4, 2008
and June 29, 2007 was $6.0 and $45.0, respectively. During the three
months ended July 4, 2008 and June 29, 2007 the Company realized income tax
benefits of $4.5 and $11.5, respectively, and an excess tax benefit of $1.0 and
$5.0, respectively, related to the exercise of these stock options.
As of
July 4, 2008, there was $83.1 of total unrecognized compensation expense related
to unvested stock options, net of expected forfeitures. The cost is
expected to be recognized over a weighted-average period of 2.21
years.
Equity
Awards
Equity
awards (restricted stock and RSUs) generally vest over periods of three to five
years. Restricted stock awards consist of shares of common stock of
the Company issued at a price of $0. Upon issuance to an employee,
shares of restricted stock become outstanding, receive dividends and have voting
rights. The shares are subject to forfeiture and to restrictions which limit the
sale or transfer during the restriction period. Upon the vesting
date, RSUs are automatically redeemed for shares of CSC common stock and
dividend equivalents.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
5 – Stock Incentive Plans (continued)
A portion
of the equity awards granted during the three months ended July 4, 2008
consisted of performance-based RSUs. The number of units that
ultimately vest pursuant to such awards is dependent upon the Company’s
achievement of certain specified performance criteria over a three-year period
ending April 1, 2011. Awards are redeemed for shares of CSC common
stock and dividend equivalents upon the filing with the SEC of the Annual Report
on Form 10-K for the last fiscal year of the performance
period. Compensation expense during the performance period is
estimated at each reporting date using management’s expectation of the probable
achievement of the specified performance criteria and is adjusted to the extent
the expected achievement changes. In the table below, such awards are
reflected at the number of shares to be redeemed upon achievement of target
performance measures.
During
the three months ended July 4, 2008, six senior executives were awarded
service-based RSUs for which the shares are redeemable over the ten
anniversaries following the executive’s termination, provided the executive
remains a full-time employee of the Company until reaching the earlier of age 65
or age 55 or over with at least ten years of service and after termination
complies with certain non-competition covenants during the ten-year
period.
Information
concerning equity awards granted under stock incentive plans is as
follows:
|
|
Three
Months Ended July 4, 2008
|
|
|
|
Number
of Shares
|
|
|
Weighted
Average
Fair
Value
|
|
Outstanding
at March 28, 2008
|
|
|
739,248 |
|
|
$ |
50.03 |
|
Granted
|
|
|
384,033 |
|
|
$ |
48.58 |
|
Released/Redeemed
|
|
|
(186,421 |
) |
|
$ |
46.73 |
|
Forfeited/Canceled
|
|
|
(1,039 |
) |
|
$ |
55.35 |
|
Outstanding
at July 4, 2008
|
|
|
935,821 |
|
|
$ |
50.08 |
|
As of
July 4, 2008, there was $41.1 of total unrecognized compensation expense related
to unvested restricted stock awards and restricted stock units. The
cost is expected to be recognized over a weighted-average period of 2.84
years.
Nonemployee
Director Incentives
The
Company has one stock incentive plan which authorizes the issuance of stock
options, restricted stock and other stock-based incentives to nonemployee
directors upon terms approved by the Company’s Board of Directors. At
July 4, 2008, 71,100 shares of CSC common stock remained available for the grant
to nonemployee directors of future RSUs or other stock-based
incentives.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
5 – Stock Incentive Plans (continued)
Generally,
RSU awards to nonemployee directors vest in full as of the next annual meeting
of the Company’s stockholders following the date they are granted and are issued
at a price of $0. Information concerning RSUs granted to nonemployee
directors is as follows:
|
|
Three
Months Ended July 4, 2008
|
|
|
|
Number
of Shares
|
|
|
Weighted Average
Fair
Value
|
|
Outstanding
at March 28, 2008
|
|
|
92,021 |
|
|
$ |
45.78 |
|
Granted
|
|
|
|
|
|
|
|
|
Redeemed
|
|
|
|
|
|
|
|
|
Forfeited/canceled
|
|
|
|
|
|
|
|
|
Outstanding
at July 4, 2008
|
|
|
92,021 |
|
|
$ |
45.78 |
|
When a
holder of RSUs ceases to be a director of the Company, the RSUs are
automatically redeemed for shares of CSC common stock and dividend equivalents
with respect to such shares. The number of shares to be delivered
upon redemption is equal to the number of RSUs that are vested at the time the
holder ceases to be a director. At the holder’s election, the RSUs
may be redeemed (i) as an entirety, upon the day the holder ceases to be a
director, or (ii) in substantially equal amounts upon the first five, ten or
fifteen anniversaries of such termination of service.
As of
July 4, 2008 there was $.1 of total unrecognized compensation expense related to
unvested nonemployee director RSUs. The cost is expected to be fully
recognized as of the annual stockholders’ meeting on August 4,
2008.
Note
6 – Other Expense/(Income)
For the
quarter ended July 4, 2008 and June 29, 2007, the components of other
expense/(income) were as follows:
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
Foreign
exchange losses/(gains)
|
|
$ |
13.5 |
|
|
$ |
(18.2 |
) |
(Gain)
on sale of non-operating assets
|
|
|
(.2 |
) |
|
|
|
|
Total
Other Expense/(Income)
|
|
$ |
13.3 |
|
|
$ |
(18.2 |
) |
Other
expense/(income) includes foreign currency (gains) and losses on intercompany
and foreign currency balances, (gains) and losses on foreign exchange forward
contracts and purchased options, and (gains) and losses from the sale of
non-operating assets or immaterial businesses.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
6 – Other (Income)/Expense (continued)
Subsequent
to the second quarter of fiscal 2008, the Company expanded its hedging program
to include forward contracts for previously unhedged intercompany
loans. As of July 4, 2008, the notional amount of forward contracts
outstanding was approximately $878. The Company offsets, to the
extent possible, remeasurement gains and losses on certain non-functional
currency monetary assets and liabilities, with forward contracts denominated in
the same currency as the exposure from the asset or liability.
Also in
first quarter of fiscal year 2009, the Company implemented a purchased currency
option hedging program to protect its operating margins from fluctuations in
exchange rates between the U.S. dollar and the Indian Rupee. The
options purchased are Indian Rupee call options versus the U.S. dollar and the
amounts purchased are based on expected billings for each month in Indian Rupees
throughout fiscal year 2009. While the hedging program is designed to
protect CSC’s operations from a loss due to a rise in the Indian Rupee, the
actual impact from the options is recorded in other
expense/(income). The total premium cost paid for the Company’s
option program for first quarter of fiscal year 2009 was $4.7 and of this amount
$3.9 was expensed in the current quarter. As of July 4, 2008, the
notional amount of option contracts outstanding was approximately
$245.
The
Company does not enter into derivative contracts for speculative or trading
purposes. For accounting purposes, these foreign currency contracts
do not qualify as cash flow hedges and all changes in fair value are reported in
net earnings as part of other expense/(income).
Note
7 – Depreciation
Included
in the consolidated condensed balance sheets are the following accumulated
depreciation amounts:
|
|
July
4, 2008
|
|
|
March
28, 2008
|
|
Property
and equipment
|
|
$ |
3,634.1 |
|
|
$ |
3,495.4 |
|
Note
8 – Dividends
No
dividends were paid during the periods presented. At July 4, 2008 and
March 28, 2008, there were 159,466,900 and 159,218,613 shares, respectively, of
$1.00 par value common stock issued including 8,163,133 and 8,101,652 shares,
respectively, of treasury stock as of July 4, 2008 and March 28,
2008.
Note
9 – Cash Flows
Cash
payments for interest on indebtedness were $37.5 and $18.6 for the three months
ended July 4, 2008 and June 29, 2007, respectively. Net cash payments
for taxes on income were $19.2 and $71.7 for the three months ended July 4, 2008
and June 29, 2007, respectively. Noncash investing activities
included capital lease obligations of $37.8 and $1.5 for the three months ended
July 4, 2008 and June 29, 2007, respectively.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
10 – Comprehensive Income
The
components of comprehensive income, net of tax, are as follows:
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
120.6 |
|
|
$ |
108.1 |
|
Foreign
currency translation adjustment
|
|
|
25.1 |
|
|
|
54.5 |
|
Unfunded
pension adjustment
|
|
|
.9 |
|
|
|
4.5 |
|
Unrealized
gain on available for sale securities
|
|
|
|
|
|
|
.4 |
|
Comprehensive
income
|
|
$ |
146.6 |
|
|
$ |
167.5 |
|
Accumulated
other comprehensive income presented on the accompanying consolidated condensed
balance sheets consists of accumulated foreign currency translation adjustments,
unamortized benefit plan costs, and net unrealized gain on available for sale
securities.
Note
11 – Segment Information
CSC
provides information technology and business process outsourcing, consulting and
systems integration services and other professional services to its
customers. As a result of the Company’s comprehensive new
growth strategy, known as Project Accelerate, the Company targets the delivery
of its services within three broad service lines: North American Public Sector
(NPS), Global Outsourcing Services (GOS) and Business Services and Solutions
(BS&S). Also as a part of Project Accelerate, the Company has
restructured the management and reporting structure and certain
related operating segments. These changes have resulted in changes to
the Company’s reportable segments pursuant to SFAS No. 131, “Disclosure about
Segments of an Enterprise and Related Information.” The
Company’s North American Public Sector, Global Outsourcing Services, and
Financial Services Sector operating segments each represent separate reportable
segments under the Company’s new operating structure. The Company
organizes Business Services and Solutions – Consulting operating segments by
geographies and vertical operations. The BS&S – Consulting
operating segments provide outsourcing, systems integration, consulting, and
professional services within their assigned target geographic or vertical
markets. Further, the service offerings and clientele overlap and the
Company draws on multiple operating segments within BS&S – Consulting to
serve clients. As a result, the aggregated operating segments have
similar economic characteristics, products, services, customers and methods of
operations. The Company’s remaining operating segments do not meet
the quantitative thresholds for separate disclosure and do not meet the
aggregation criteria as indicated in SFAS No. 131. As a result, these
operating segments are reported as “other” as indicated by SFAS
131. Because each of these other operating segments are within the
Company’s BS&S service line, the Company has labeled this group of operating
segments as Business Services and Solutions-Other. The NPS and GOS
lines of business are each entirely comprised of the reportable segments of the
same name while the BS&S service line is comprised of the Business Services
and Solutions –Consulting, Financial Services Sector reportable segments and
Business Services and Solutions – Other.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
11 – Segment Information (Continued)
The North
American Public Sector segment operates principally within a regulatory
environment subject to governmental contracting and accounting requirements,
including Federal Acquisition Regulations, Cost Accounting Standards and audits
by various U.S. Federal agencies. The Global Outsourcing Services
segment provides large-scale outsourcing solutions offerings as well as midsize
services delivery to customers globally. The Business Services and
Solutions-Consulting segment enables the Company to provide industry specific
consulting and systems integration services, business process
outsourcing, and intellectual property (IP)-based software
solutions. The Financial Services Sector segment primarily provides
information technology and business process outsourcing services to financial
services companies globally. The operating segments comprising Business Services
and Solutions-Other include the Company’s non-GOS operations in Australia and
Asia and the Company’s India operations.
|
|
|
|
|
|
|
|
Business
Services and Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
North
American Public Sector
|
|
|
Global
Outsourcing Services
|
|
|
Consulting
|
|
|
Financial
Services Sector
|
|
|
Other
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended July
4, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
1,492.7 |
|
|
$ |
1,790.6 |
|
|
$ |
541.9 |
|
|
$ |
262.4 |
|
|
$ |
376.3 |
|
|
$ |
4.5 |
|
|
$ |
(31.3 |
) |
|
$ |
4,437.1 |
|
Operating
Income (loss)
|
|
|
114.0 |
|
|
|
87.9 |
|
|
|
33.4 |
|
|
|
40.9 |
|
|
|
29.2 |
|
|
|
(23.2 |
) |
|
|
(.3 |
) |
|
|
281.9 |
|
Three
Months Ended June
29, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,420.0 |
|
|
|
1,594.6 |
|
|
|
404.2 |
|
|
|
250.8 |
|
|
|
193.1 |
|
|
|
4.6 |
|
|
|
(29.4 |
) |
|
|
3,837.9 |
|
Operating
Income (loss)
|
|
|
108.8 |
|
|
|
94.9 |
|
|
|
16.1 |
|
|
|
37.3 |
|
|
|
8.7 |
|
|
|
(12.0 |
) |
|
|
(2.4 |
) |
|
|
251.4 |
|
A
reconciliation of operating income to income before taxes is as
follows:
|
|
First
Quarter Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
|
|
|
|
|
|
|
Operating
income
|
|
$ |
281.9 |
|
|
$ |
251.4 |
|
Minority
interest expense
|
|
|
(4.6 |
) |
|
|
(3.2 |
) |
Equity
earnings
|
|
|
5.5 |
|
|
|
4.5 |
|
Corporate
G&A
|
|
|
(41.7 |
) |
|
|
(32.5 |
) |
Interest
expense
|
|
|
(63.9 |
) |
|
|
(29.2 |
) |
Interest
income
|
|
|
9.5 |
|
|
|
9.5 |
|
Special
items
|
|
|
|
|
|
|
(49.0 |
) |
Other
(expense)/income
|
|
|
(13.3 |
) |
|
|
18.2 |
|
Income
before taxes
|
|
$ |
173.4 |
|
|
$ |
169.7 |
|
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
12 – Goodwill and Other Intangible Assets
A summary
of the Company’s changes in the carrying amount of goodwill for the three months
ended July 4, 2008 is as follows:
|
|
Total
|
|
Balance
as of March 28, 2008
|
|
$ |
3,975.2 |
|
Additions
(adjustments)
|
|
|
30.0 |
|
Foreign
currency translation
|
|
|
17.3 |
|
Balance
as of July 4, 2008
|
|
$ |
4,022.5 |
|
The
addition to goodwill of $30 includes approximately $20 related to the
acquisition of Computer Systems Advisers (M) Berhad (CSAM), and $10 related to a
purchase accounting adjustment for a prior acquisition. See note 14
for further details regarding the acquisition of CSAM. The foreign
currency translation amount relates to the impact of foreign currency
adjustments in accordance with SFAS No. 52, “Foreign Currency
Translation.” As discussed in note 11, during the first quarter of
fiscal 2009, the Company’s reporting segments now consist of five reportable
segments, North American Public Sector, Global Outsourcing Services, Business
Services and Solutions-Consulting, Financial Services and Business Services and
Solutions-Other. The Company has not completed the allocation of
goodwill to reflect the change in reportable segments. The Company
will complete this process by the end of the second quarter of fiscal
2009. See Note 11 for further details.
A summary
of amortizable intangible assets as of July 4, 2008 and March 28, 2008 is as
follows:
|
|
July
4, 2008
|
|
|
|
Gross
Carrying Value
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Software
|
|
$ |
1,575.0 |
|
|
$ |
1,050.8 |
|
|
$ |
524.2 |
|
Outsourcing
contract costs
|
|
|
2,146.5 |
|
|
|
1,274.4 |
|
|
|
872.1 |
|
Customer
and other intangible assets
|
|
|
387.5 |
|
|
|
159.9 |
|
|
|
227.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
intangible assets
|
|
$ |
4,109.0 |
|
|
$ |
2,485.1 |
|
|
$ |
1,623.9 |
|
|
|
March
28, 2008
|
|
|
|
Gross
Carrying Value
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Software
|
|
$ |
1,532.6 |
|
|
$ |
1,005.2 |
|
|
$ |
527.4 |
|
Outsourcing
contract costs
|
|
|
2,144.4 |
|
|
|
1,219.0 |
|
|
|
925.4 |
|
Customer
and other intangible assets
|
|
|
387.5 |
|
|
|
147.9 |
|
|
|
239.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
intangible assets
|
|
$ |
4,064.5 |
|
|
$ |
2,372.1 |
|
|
$ |
1,692.4 |
|
Amortization
related to intangible assets was $133.9 and $107.6 for the three months ended
July 4, 2008 and June 29, 2007, respectively. Estimated amortization
expense related to intangible assets as of March 28, 2008 for each of the
subsequent five years, fiscal 2009 through fiscal 2013, is as follows: $362.3,
$323.5, $245.9, $194.0 and $146.5, respectively.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
13 – Special Items
The
Company did not record any charges related to special items during the quarter
ended July 4, 2008. Special items totaling $49.0 were recorded during
the quarter ended June 29, 2007, and included a $26.6 restructuring charge and a
$22.4 charge related to the retirement of the Company’s chairman and chief
executive officer.
As
previously announced in a Form 8-K filed on May 25, 2007, the Company and its
former Chairman and Chief Executive Officer, Van B. Honeycutt, entered into a
retirement agreement pursuant to which Mr. Honeycutt resigned as Chief Executive
Officer effective May 21, 2007, and as Chairman July 30, 2007, and received, as
a separation benefit, a lump sum cash payment of $11.2 on January 31, 2008 as
well as certain other benefits through December 3, 2009. As a result
of Mr. Honeycutt’s retirement, recognition of the expense associated with his
unvested stock-based compensation was accelerated resulting in stock based
compensation of $12.2, of which $10.4 was recorded in special items and $1.8 was
recorded as additional paid-in capital. The total pre-tax charge
recorded in special items, including the lump sum cash payment and other
benefits and the charge for accelerated vesting of employee stock-based
compensation, was $22.4.
Restructuring
In April
2006, the Company announced a restructuring plan to be carried out during fiscal
2007 and 2008. The objectives of the plan were to 1) streamline CSC’s
worldwide operations and 2) leverage the increased use of lower cost global
resources. Restructuring charges consisted predominantly of severance
and related employee payments resulting from terminations.
The
Company did not record any termination-related restructuring charges as special
items in the first quarter of fiscal 2009 compared to $21.6 in the first quarter
of fiscal 2008. Other costs, which were primarily related to vacant
space, of $5.0 were also recorded during the first quarter of 2008.
Restructuring-related
pre-tax cash payments during the first quarter of fiscal 2009 were $38.7
compared to approximately $40.0 in the first quarter of fiscal
2008. Included in the restructuring charges are pension benefit
augmentations that are due to certain employees in accordance with legal or
contractual obligations, which will be paid out over several years as part of
normal pension distributions. Such liabilities are included in the
consolidated pension liability account.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
13 – Special Items (continued)
See the
following table for a summary of fiscal 2009 year to date activity:
|
|
Liability
as of
March
30, 2008
|
|
|
Less
payments
|
|
|
Other
(1)
|
|
|
Restructuring
liability
as
of July 4, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce
Reductions
|
|
$ |
61.3 |
|
|
$ |
(35.2 |
) |
|
$ |
0.3 |
|
|
$ |
26.4 |
|
Other
|
|
|
32.8 |
|
|
|
(3.5 |
) |
|
|
|
|
|
|
29.3 |
|
Total
|
|
$ |
94.1 |
|
|
$ |
(38.7 |
) |
|
$ |
0.3 |
|
|
$ |
55.7 |
|
(1)
|
Foreign
currency translation adjustments.
|
Note
14 – Acquisitions
During
the first quarter of fiscal 2009, the Company finalized a scheme of arrangement
to acquire the 49.9% of Computer Systems Advisers (M) Berhad (CSAM) not owned by
the Company’s wholly owned subsidiary, CSA Holding, Ltd. The
arrangement allows for better integration of similar business between CSAM and
CSC’s other operations. The purchase price of the remaining interest
was $197 Malaysian dollars (approximately $63 USD). The acquisition
was accounted for under the purchase method, and accordingly, 100% of CSAM’s
results of operations have been included with the Company from the date of
acquisition, May 28, 2008. Revenue from the acquired interest has
been reflected in the consolidated statements of income given the Company’s
previous majority ownership. The Company’s purchase of the remaining
interest of CSAM resulted in approximately $20 allocated to goodwill during the
first quarter of fiscal 2009. The pro forma impact on net income and
earnings per share has not been disclosed for the current comparable prior
periods, as the amounts were immaterial to the financial statements as a
whole.
On
January 11, 2008, CSC acquired all outstanding shares of First Consulting Group
(FCG), a publicly-held U.S corporation, in an all-cash transaction for $13.00
per share, or approximately $275 net of acquired cash. FCG is a
professional services firm focused on healthcare and technology. FCG clients
include healthcare providers, health plans, government healthcare,
pharmaceutical companies, life sciences organizations, independent software
vendors and other clients both within healthcare and in other
industries. The acquisition of FCG will increase the Company’s
healthcare capabilities, offerings, and presence in the United States, Europe
and Asia.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
14 – Acquisitions (continued)
The
acquisition was accounted for using the purchase method and, accordingly, FCG’s
results of operations have been included with the Company’s from the date of
acquisition. The purchase price of the acquisition was allocated to
the net assets acquired based on preliminary estimates of fair values at the
date of acquisition and are subject to future adjustments. The
preliminary value estimates will be finalized no later than the end of the third
quarter of fiscal 2009. Based on the preliminary estimates of fair
value, approximately $27 was allocated to identifiable intangible assets and
approximately $220 was allocated to goodwill. Of the $27 allocated to
identifiable intangible assets, $3 was assigned to internally developed software
(estimated useful life of 5 years), and $24 allocated to customer related
intangibles (estimated useful life of 3 years). The amount of
goodwill is primarily attributable to the increased delivery capabilities and
penetration of certain industry segments, particularly healthcare, anticipated
to be provided by the acquisition as described above. The goodwill
recognized of $220 is not deductible for tax purposes.
The
following unaudited pro forma information presents consolidated results of
operations as if the FCG acquisition occurred at the beginning of each period
presented. Pro forma results include adjustments related to interest
and depreciation and amortization resulting from the
acquisition. Results for fiscal year 2008 include costs
of being a standalone public company prior to the acquisition by
CSC. The pro forma information may not necessarily be indicative of
the results of operations had the FCG acquisition actually taken place at the
beginning of each period presented. Further, the pro forma information may not
be indicative of future performance.
|
|
As
Reported
|
|
|
Pro
forma
|
|
|
|
Three
Months Ended
|
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
Revenue
|
|
$ |
4,437.1 |
|
|
$ |
3,837.9 |
|
|
$ |
4,437.1 |
|
|
$ |
3,909.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$ |
120.6 |
|
|
$ |
108.1 |
|
|
$ |
120.6 |
|
|
$ |
106.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share
|
|
$ |
0.80 |
|
|
$ |
0.62 |
|
|
$ |
0.80 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Earnings Per Share
|
|
$ |
0.79 |
|
|
$ |
0.61 |
|
|
$ |
0.79 |
|
|
$ |
0.60 |
|
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
14 – Acquisitions (continued)
As a
result of the FCG acquisition on January 11, 2008, the Company has incurred and
will incur future costs to consolidate facilities, involuntarily terminate
employees and other costs to integrate FCG into the
Company. Generally accepted accounting principles require that these
costs, which are not associated with the generation of future revenues and have
no future economic benefit, be reflected as assumed liabilities in the
allocation of the purchase price to the net assets acquired. The
facility consolidations relate to the rationalization of FCG office and data
center space in the U.S. where space will be vacated and subleased if
possible. Involuntary terminations relate to approximately 68 FCG
employees. As of July 4, 2008, 50 employees were
terminated. Consolidation and integration plans are still being
finalized in the various geographies where FCG operates; therefore, the
estimated integration liabilities are subject to change as plans become
finalized. The components of the estimated acquisition integration
liabilities included in the purchase price allocation for FCG are presented in
the following table.
|
|
Acquisition
Integration Liabilities
|
|
|
Paid
as of
July
4, 2008
|
|
|
Balance
Remaining at July 4, 2008
|
|
Facility
consolidations
|
|
$ |
3.1 |
|
|
|
- |
|
|
$ |
3.1 |
|
Severance
payments
|
|
|
4.6 |
|
|
$ |
4.0 |
|
|
|
.6 |
|
Other
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total
|
|
$ |
7.7 |
|
|
$ |
4.0 |
|
|
$ |
3.7 |
|
The
Company is currently reviewing the preliminary fair value estimates of assets
acquired and liabilities assumed, including valuations associated with
identified intangible assets and fixed assets, exit and facility consolidation
activities, assets and liabilities related to taxes and long-term contracts, and
other matters unresolved at the time of acquisition. Included in fair
value matters to be resolved is a pre-acquisition contingency related to an
earn-out provision resulting from a prior FCG acquisition. The
Company is awaiting additional information regarding the earn-out provision and
estimates of future operating results. Adjustments to the purchase
price allocation are expected to be finalized no later than the third quarter of
fiscal 2009. There can be no assurance that such adjustments will not
be material.
On July
2, 2007, CSC acquired all the outstanding shares of Covansys Corporation
(Covansys), a publicly held U.S. global consulting and technology services
company headquartered in Farmington Hills, Michigan, for a cash purchase price
of approximately $34.00 per share, or approximately $1.3 billion net of acquired
cash. The acquisition extends CSC’s ability to offer strategic
outsourcing and technology solutions in the healthcare, financial services,
retail and distribution, manufacturing, telecommunications and high-tech
industries. The acquisition of Covansys will increase the Company’s
delivery capabilities in India and accelerate development of strategic offshore
offerings.
The
acquisition was accounted for under the purchase method and accordingly,
Covansys’ results of operations have been included with the Company from the
date of acquisition. The Company finalized all fair value estimates
during the current quarter, and as a result incurred a minor purchase accounting
adjustment which resulted in an insignificant reduction to goodwill and accrued
expenses. As such, due to the final purchase accounting adjustment,
the net assets acquired and goodwill has remained unchanged at
$1,300.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
14 – Acquisitions (continued)
The
following unaudited pro forma information presents consolidated results of
operations as if the Covansys acquisition occurred at the beginning of each
period presented. Pro forma results include adjustments related to
interest expense and depreciation and amortization resulting from the
acquisition. Covansys’ proforma results for the three months ended
June 29, 2007 include nonrecurring costs of $4.0 related to acquisition
activities and results for fiscal year 2008 include costs of being a standalone
public company prior to the acquisition by CSC. The pro forma
information may not necessarily be indicative of the results of operations had
the Covansys acquisition actually taken place at the beginning of each period
presented. Further, the pro forma information may not be indicative of future
performance.
|
|
As
Reported
|
|
|
Pro
forma
|
|
|
|
Three
Months Ended
|
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
Revenue
|
|
$ |
4,437.1 |
|
|
$ |
3,837.9 |
|
|
$ |
4,437.1 |
|
|
$ |
3,957.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$ |
120.6 |
|
|
$ |
108.1 |
|
|
$ |
120.6 |
|
|
$ |
91.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share
|
|
$ |
0.80 |
|
|
$ |
0.62 |
|
|
$ |
0.80 |
|
|
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Earnings Per Share
|
|
$ |
0.79 |
|
|
$ |
0.61 |
|
|
$ |
0.79 |
|
|
$ |
0.51 |
|
As a
result of the Covansys acquisition on July 2, 2007, the Company has incurred and
will incur future costs to consolidate facilities, involuntarily terminate
employees and other costs to integrate Covansys into the
Company. Generally accepted accounting principles require that these
costs, which are not associated with the generation of future revenues and have
no future economic benefit, be reflected as assumed liabilities in the
allocation of the purchase price to the net assets acquired. The
facility consolidations relate to the rationalization of Covansys office space
in the U.S. and internationally where space will be vacated and subleased if
possible. Involuntary terminations relate to approximately 29
Covansys employees. As of July 4, 2008, 26 employees had been
terminated. The components of the acquisition integration liabilities
included in the purchase price allocation for Covansys are presented in the
following table.
|
|
Acquisition
Integration Liabilities
|
|
|
Paid
as of
July
4, 2008
|
|
|
Other
|
|
|
Balance
Remaining at July 4, 2008
|
|
Facility
consolidations
|
|
$ |
4.4 |
|
|
$ |
1.5 |
|
|
|
|
|
$ |
2.9 |
|
Severance
payments
|
|
|
4.9 |
|
|
|
3.9 |
|
|
$ |
0.9 |
|
|
|
0.1 |
|
Other
|
|
|
.1 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Total
|
|
$ |
9.4 |
|
|
$ |
5.4 |
|
|
$ |
0.9 |
|
|
$ |
3.1 |
|
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
14 – Acquisitions (continued)
As a
result of the Datatrac acquisition on December 22, 2006, the Company incurred
costs to consolidate facilities and other costs to integrate Datatrac into the
Company. The facility consolidations related to the abandonment and
sublease of Datatrac facilities some of which the Company subsequently
determined would not be abandoned or subleased. The components of the
final acquisition integration liabilities included in the purchase price
allocation for Datatrac are presented in the following table.
|
|
Acquisition
Integration Liabilities
|
|
Paid
as of
July
4, 2008
|
|
Balance
Remaining
at
July 4, 2008
|
|
Facility
consolidations
|
|
$ |
1.5 |
|
|
|
$ |
1.5 |
|
Other
|
|
|
.1 |
|
|
|
|
.1 |
|
Total
|
|
$ |
1.6 |
|
|
|
$ |
1.6 |
|
As a
result of the DynCorp acquisition on March 7, 2003, the Company incurred costs
to exit and consolidate activities, involuntarily terminate employees, and other
costs to integrate DynCorp into the Company. The facility
consolidations related to the abandonment and sublease of DynCorp
facilities. The components of the final acquisition integration
liabilities included in the purchase price allocation for DynCorp are presented
in the following table.
|
|
Acquisition
Integration Liabilities
|
|
|
Paid
as of
July
4, 2008
|
|
|
Balance
Remaining at July 4, 2008
|
|
Severance
payments
|
|
$ |
7.1 |
|
|
$ |
7.1 |
|
|
|
|
Facility
consolidations
|
|
|
66.7 |
|
|
|
61.0 |
|
|
$ |
5.7 |
|
Other
|
|
|
6.1 |
|
|
|
3.5 |
|
|
|
2.6 |
|
Total
|
|
$ |
79.9 |
|
|
$ |
71.6 |
|
|
$ |
8.3 |
|
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
15 – Commitments and Contingencies
The
primary financial instruments which potentially subject the Company to
concentrations of credit risk are accounts receivable. The Company’s customer
base includes Fortune 500 companies, the U.S. Federal and other governments and
other significant, well-known companies operating in North America, Europe and
the Pacific Rim. Credit risk with respect to accounts receivable is minimized
because of the nature and diversification of the Company’s customer base.
Furthermore, the Company continuously reviews its accounts receivables and
records provisions for doubtful accounts as needed.
In the
normal course of business, the Company may provide certain clients, principally
governmental entities, with financial performance guarantees, which are
generally backed by standby letters of credit or surety bonds. In
general, the Company would only be liable for the amounts of these guarantees in
the event that nonperformance by the Company permits termination of the related
contract by the Company’s client, which the Company believes is
remote. At July 4, 2008, the Company had $551.4 of outstanding
letters of credit and surety bonds relating to these performance
guarantees. The Company believes it is in compliance with its
performance obligations under all service contracts for which there is a
financial performance guarantee, and the ultimate liability, if any, incurred in
connection with these guarantees will not have a material adverse affect on its
consolidated results of operations or financial position.
The
Company guarantees working capital credit lines established with local financial
institutions for its non-U.S. business units. Generally, guarantees
have one-year terms and are renewed annually. CSC guarantees up to
$700.9 of such working capital lines; as of July 4, 2008, the amount of the
maximum potential payment is $234.3, the amount of the related outstanding
subsidiary debt. The $234.3 outstanding debt is reflected in the Company’s
consolidated financial statements.
The
Company generally indemnifies its software license customers from claims of
infringement on a United States patent, copyright, or trade
secret. CSC’s indemnification covers costs to defend customers from
claims, court awards or related settlements. The Company maintains
the right to modify or replace software in order to eliminate any
infringement. Historically, CSC has not incurred any significant
costs related to customer software license
indemnification. Management considers the likelihood of incurring
future costs to be remote. Accordingly, the Company has not recorded
a related liability.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
15 – Commitments and Contingencies (continued)
In the
course of business, discrepancies or claims may arise as to the use or
reliability of various software products provided by the Company for its
customers. On February 7, 2005, the Company was named, along with
other vendors to the insurance industry and dozens of insurance companies in
Hensley, et al. vs. Computer Sciences Corporation, et al.,
filed as a putative nationwide
class action in state court in the
Circuit Court of Miller County, Arkansas shortly before
President Bush signed the Class Action Fairness Act into law. The
plaintiffs allege the defendants conspired to wrongfully
use software products licensed by the Company and the
other software vendors to reduce
the amount paid to the licensees' insured for bodily
injury claims. Plaintiffs also allege wrongful concealment of the
manner in which these software programs evaluate claims and wrongful concealment
of information about alleged inherent errors and flaws in the
software. Plaintiffs seek injunctive and monetary relief of less than
$.075 for each class member, as well as attorney's fees and
costs. The Company is vigorously defending itself against the
allegations. On June 11, 2008 the court granted plaintiffs’ motion to
sever certain defendants, including the Company, from the Hensley
litigation. As a result, the Company continues as a defendant
in the Hensley litigation and is also now a defendant in a separate putative
class action pending in the Circuit Court of
Miller County, Arkansas (styled Basham, et al. vs.
Computer Sciences Corporation, et al.), along with certain
insurance companies previously
named as defendants in the Hensley
litigation. In July 2008 the court
issued a scheduling order in the Hensley litigation setting
a class certification hearing date of December 2, 2008. No class
certification date has been set in the Basham litigation at this
time.
Litigation
is inherently uncertain and it is not possible to predict the ultimate outcome
of the matters discussed above. Considering the early stage of the
Hensley case, the complicated issues presented by that matter, and the fact that
no class has been certified, it is not possible at this time to make meaningful
estimates of the amount or range of loss that could result from this
matter. It is possible that the Company's business, financial
condition, results of operations, or cash flows could be affected by the
resolution of this matter. Whether any losses, damages or remedies
ultimately resulting from this proceeding could reasonably have a material
effect on the Company's business, financial condition, results of operations, or
cash flows will depend on a number of variables, including, for example, the
timing and amount of such losses or damages, if any, and the structure and type
of any such remedies. Depending on the ultimate resolution of these
matters, some may be material to the Company's operating results for a
particular period if an unfavorable outcome results, although such a material
unfavorable result is not presently expected, and all other litigation, in the
aggregate, is not expected to result in a material adverse impact to the
consolidated condensed financial statements.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
15 – Commitments and Contingencies (continued)
CSC is
engaged in providing services under contracts with the U.S.
Government. The contracts are subject to extensive legal and
regulatory requirements and, from time to time, agencies of the U.S. Government
investigate whether the Company's operations are being conducted in accordance
with these requirements. U.S. Government investigations of the
Company, whether related to the Company's federal government contracts or
conducted for other reasons, could result in administrative, civil or criminal
liabilities, including repayments, fines or penalties being imposed upon the
Company, or could lead to suspension or debarment from future U.S. Government
contracting. The Company believes it has adequately reserved for any
losses which may be experienced from these investigations.
In
accordance with prescribed federal regulations, the Company converted the 16
submitted Requests for Equitable Adjustment (REAs) to interest bearing claims
under the Contract Disputes Act (CDA) totaling approximately $900 on two U.S.
Federal contracts in order to initiate the claims litigation process and trigger
the statutory interest provision of the CDA.
Included
in current assets on the Company's balance sheet are approximately $449 ($414 of
which is subject to the claims) of unbilled receivables and $408 of deferred
costs related to the claims associated with the two contracts. The
Company does not record any profit element when it defers costs associated with
such REAs/claims. CSC has requested payment for customer-caused
delays and certain related out-of-scope work directed or caused by the customers
in support of their critical missions. Notwithstanding the Government’s breaches
and delays, CSC was obligated under applicable federal acquisition law to
continue performance as directed by the Government; otherwise, refusal to
perform would have placed CSC at risk for a termination for default under the
applicable provisions of the Federal Acquisition Regulations. The
Company believes it has valid bases for pursuing recovery of these REAs/claims
supported by outside counsel’s evaluation of the facts and assistance in the
preparation of the claims. The Company remains committed to vigorous
pursuit of its claimed entitlements and associated value, and continues to
believe based on review of applicable law and other considerations that recovery
of at least its net balance sheet position is probable. However, the
Company’s position is subject to the ongoing evaluation of new facts and
information which may come to the Company’s attention during the discovery phase
of the litigation.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
15 – Commitments and Contingencies (continued)
During
the first quarter of fiscal 2008, the U.S. federal contracting officer for the
contract with the larger set of claims denied the claims and issued a $42.3
counterclaim. The Company disagrees with the Government’s denials
both factually and contractually. In contrast to the Company’s
claims’ submission, the Government’s counter-claim was submitted with no
verifiable evidence, no citation to any supporting evidence and no explanation
of its method for calculating value. Because of these disputes, the
Company initiated litigation at the Armed Services Board of Contract Appeals
(ASBCA), one of the two forums available for litigation of CDA claims, on
September 11, 2007, with regard to the larger of the two sets of claims and the
counterclaim. Decisions of the ASBCA may be appealed to the Court of
Appeals for the Federal Circuit and that court’s ruling may be appealed to the
U.S. Supreme Court. During the third quarter of fiscal 2008, the
Company and its litigation team undertook a standard review of the value of the
claims associated with this contract. Value is subject to periodic,
routine adjustment as new facts are uncovered, because of contract modifications
and funding changes, ordinary rate adjustments, and/or estimated cost data being
replaced with actual costs. On December 21, 2007, as a result of the
review, the Company amended the complaint it filed with the ASBCA on September
11, 2007, and adjusted its value downward, with such reduction reflected in the
approximately $900 total value for both sets of claims noted
above. This adjustment is solely to the amount of damages claimed and
does not affect the amounts recorded in the Company’s balance
sheet. The discovery phase of this litigation is expected to begin in
the first half of fiscal year 2009. Discovery in the litigation could
continue for a period of one to two years.With respect to the second set of
claims, the Government issued its denial on November 15,
2007. As with the larger set of claims, the Company disagrees
with the Government’s denial both factually and contractually and initiated
litigation at the Armed Services Board of Contract Appeals on February 12,
2008. The discovery phase of this litigation will begin in the first
half of fiscal year 2009 and could continue for a year or more.
Interest
on the claims is accruing but will only be recognized in the financial
statements when paid. Resolution of the REA claims/amounts depends on
individual circumstances, negotiations by the parties and prosecution of the
claims. The Company will pursue appeals as necessary and is unable to
predict the timing of resolution of recovery of these claims; however,
resolution of the claims may take years.
Several
shareholders of the Company have made demands on the Board of Directors of the
Company or filed purported derivative actions against both the Company, as
nominal defendant, as well as certain of CSC's executive officers and
directors. These actions generally allege that certain of the
individual defendants breached their fiduciary duty to the Company by
purportedly “backdating” stock options granted to CSC executives, improperly
recording and accounting for allegedly backdated stock options, producing and
disseminating disclosures that improperly recorded and accounted for the
allegedly backdated options, engaging in acts of corporate waste, and committing
violations of insider trading laws. They allege that certain of the
defendants were unjustly enriched and seek to require them to disgorge their
profits. These actions have been filed in both federal and state
court in Los Angeles as follows.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
15 – Commitments and Contingencies (continued)
On June
1, 2006, a shareholder derivative complaint was filed in Los Angeles County
Superior Court naming Computer Sciences Corporation ("CSC") as a nominal
defendant and various current and former CSC officers and directors as
individual defendants. The complaint was titled Allbright v. Bailey et al,
Case No. BC353316 and alleged the backdating of stock option grants to various
senior executives at CSC. Thereafter, two additional related
shareholder derivative complaints were filed in Los Angeles Superior Court,
Jones v. Bailey et al.,
Case No. BC354686, and Laborers' International Union v. Bailey et al., Case No.
BC356675. The Laborers' action was
subsequently voluntarily dismissed without prejudice, and in September 2006
Jones was consolidated
with Allbright. In July
2008, following a dismissal based on failure to adequately allege that a
pre-suit "demand" on the Board was excused and a subsequent amended complaint,
Superior Court Judge Carl West granted a second demurrer based on demand
pleadings and dismissed the consolidated case with prejudice. We do
not expect the plaintiffs in the state court case to appeal the court's granting
of the Company's demurrer and dismissal.
On August
23, 2006, Laborers'
International Union v. Bailey, et al., CV 06-5288, a shareholder
derivative action, was filed in U.S. District Court in Los
Angeles. This complaint made similar allegations of backdating of
stock option grants to various senior executives at CSC and named CSC as a
nominal defendant and various current and former directors and officers as
individual defendants. On August 25, 2006, another derivative suit
containing nearly identical allegations was filed in the same court, entitled
Local Union and District Council v. Bailey, et
al., CV 06-5356. The derivative complaints brought state
law claims for breach of fiduciary duty and other claims, as well as a federal
securities claim. A third derivative complaint, Huffman v. Honeycutt, et al.,
CV 06-6512, filed in the same court, also brought state and federal claims based
on backdating allegations. All three federal derivative actions were
ultimately consolidated into one action entitled In re CSC Shareholder Derivative
Litigation, CV 06-5288, before U.S. District Judge Mariana
Pfaelzer. On July 24, 2007, following the grant of an initial motion
to dismiss and a subsequent amended complaint, Judge Pfaelzer granted a second
motion to dismiss based on demand futility and dismissed the amended complaint
with prejudice. Following an ex parte application by defendants,
Judge Pfaelzer issued a corrected order dated August 9, 2007 reflecting the same
ruling. Plaintiffs subsequently filed a notice of appeal to the Ninth
Circuit. The appeal is currently pending.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
15 – Commitments and Contingencies (continued)
The
Company and certain directors and other individuals have also been sued in a
class action proceeding alleging violations of the ERISA statute related to
claims of alleged backdating of stock options. On August 15, 2006, a
federal ERISA class action involving allegations of backdating at CSC was filed
in U.S. District Court in the Eastern District of New York, entitled Quan, et al. v. CSC, et
al., CV 06-3927. On September 21, 2006, a related ERISA class
action was filed in the same court, entitled Gray, et al. v. CSC, et al.,
CV 06-5100. The complaints named as defendants CSC, the CSC
Retirement and Employee Benefits Plans Committee, and various directors and
officers, and alleged various violations of the ERISA statute. The
two ERISA actions have been consolidated and, on February 28, 2007, plaintiffs
filed an amended ERISA class action complaint. On January 8, 2008,
the district court granted a motion to transfer the case to
California. Upon arrival in the Central District of California, the
two cases were consolidated before U.S. District Judge James Otero in Case No.
CV 08-2398-SJO. Defendants have filed a motion to dismiss and
plaintiffs have filed an opposition. The motion is currently under
submission. Plaintiffs have also filed a motion for class
certification, and Defendants will be filing an opposition on August 11,
2008. At this time it is not possible to make reliable estimates of
the amount or range of loss that could result from any of these
actions.
In
addition to the matters noted above, the Company is currently party to a number
of disputes which involve or may involve litigation. The Company
consults with legal counsel on those issues related to litigation and seeks
input from other experts and advisors with respect to such matters in the
ordinary course of business. Whether any losses, damages or remedies
ultimately resulting from such matters could reasonably have a material effect
on the Company's business, financial condition, results of operation, or cash
flows will depend on a number of variables, including, for example, the timing
and amount of such losses or damages (if any) and the structure and type of any
such remedies. For these reasons, it is not possible to make reliable
estimates of the amount or range of loss that could result from these other
matters at this time. Company management does not, however, presently
expect any of such other matters to have a material impact on the consolidated
financial statements of the Company.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
16 – Pension and Other Benefit Plans
The
Company and its subsidiaries offer a number of pension and postretirement
healthcare and life insurance benefit plans. The components of net
periodic benefit cost for defined benefit pension and postretirement benefit
plans are as follows:
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
Pensions
|
|
U.S.
Plans
|
|
|
Non-U.S.
Plans
|
|
|
U.S.
Plans
|
|
|
Non-U.S.
Plans
|
|
Service
cost
|
|
$ |
28.9 |
|
|
$ |
12.3 |
|
|
$ |
29.9 |
|
|
$ |
14.8 |
|
Interest
cost
|
|
|
37.2 |
|
|
|
30.3 |
|
|
|
32.5 |
|
|
|
29.7 |
|
Expected
return on assets
|
|
|
(42.8 |
) |
|
|
(34.0 |
) |
|
|
(38.2 |
) |
|
|
(35.4 |
) |
Amortization
of transition obligation
|
|
|
|
|
|
|
.3 |
|
|
|
|
|
|
|
.3 |
|
Amortization
of prior service costs
|
|
|
.2 |
|
|
|
.2 |
|
|
|
.2 |
|
|
|
.1 |
|
Amortization
of unrecognized net loss
|
|
|
.8 |
|
|
|
3.0 |
|
|
|
3.7 |
|
|
|
5.3 |
|
SFAS
No. 88 settlement/curtailment
|
|
|
|
|
|
|
.2 |
|
|
|
|
|
|
|
|
|
Special
termination benefit recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.2 |
|
Net
periodic pension cost
|
|
$ |
24.3 |
|
|
$ |
12.3 |
|
|
$ |
28.1 |
|
|
$ |
15.0 |
|
|
|
Three
Months Ended
|
|
|
|
July
4, 2008
|
|
|
June
29, 2007
|
|
Other
Postretirement Benefits
|
|
U.S.
Plans
|
|
|
Non-U.S.
Plans
|
|
|
U.S.
Plans
|
|
|
Non-U.S.
Plans
|
|
Service
cost
|
|
$ |
.6 |
|
|
$ |
.1 |
|
|
$ |
.6 |
|
|
$ |
.1 |
|
Interest
cost
|
|
|
2.6 |
|
|
|
.2 |
|
|
|
2.5 |
|
|
|
.1 |
|
Expected
return on assets
|
|
|
(1.8 |
) |
|
|
|
|
|
|
(1.7 |
) |
|
|
|
|
Amortization
of transition obligation
|
|
|
.4 |
|
|
|
|
|
|
|
.4 |
|
|
|
|
|
Amortization
of prior service costs
|
|
|
.1 |
|
|
|
|
|
|
|
.2 |
|
|
|
|
|
Amortization
of unrecognized net loss
|
|
|
.8 |
|
|
|
|
|
|
|
1.0 |
|
|
|
|
|
Net
provision for postretirement benefits
|
|
$ |
2.7 |
|
|
$ |
.3 |
|
|
$ |
3.0 |
|
|
$ |
.2 |
|
The
Company expects to contribute $200 to its defined benefit pension and $10 to its
postretirement benefit plans during fiscal 2009. During the first
three months of fiscal 2009, the Company contributed $44 to its defined benefit
pension plans.
The
Company received $.7 subsidy in the first three months of fiscal 2000 in
connection with the Medicare Prescription Drug Improvement and Modernization Act
of 2003.
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
17 – Recent Accounting Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.” The FASB has deferred the provisions of SFAS No. 157
for non-financial assets and liabilities. Such assets and
liabilities, which include the Company’s non-current assets, long-term debt,
minority interest and other long-term liabilities, will be subject to the
provision of Statement No. 157 effective for fiscal year 2010. The
Company adopted SFAS No. 157 effective March 28, 2008. See Note
2.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of FASB
Statement No. 115.” This Statement permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates. If the fair value option is elected, a
business entity shall report unrealized gains and losses on elected items in
earnings at each subsequent reporting date. Upon initial adoption of
this Statement an entity is permitted to elect the fair value option for
available-for-sale and held-to-maturity securities previously accounted for
under Statement 115. The effect of reclassifying those securities
into the trading category should be included in a cumulative-effect adjustment
of retained earnings and not in current-period earnings and should be separately
disclosed. This Statement is effective for CSC’s fiscal
2009. The Company does not believe the adoption of SFAS No. 159 will
have a material impact on the Company’s results of operations or financial
position.
In
December 2007, the FASB issued SFAS No. 160 (SFAS 160), “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51.” SFAS 160 affects entities that have an outstanding
noncontrolling interest in one or more subsidiaries. The significant
provisions of SFAS 160 are summarized below.
·
|
SFAS
160 requires that minority interests be reported as part of the equity
section in the consolidated financial statements versus the current
presentation as a liability or in the mezzanine section between
liabilities and equity.
|
·
|
SFAS
160 also requires that the consolidated income statement include net
income of both the parent and the noncontrolling interest and that the net
income amounts related to both the parent and the noncontrolling interest
be disclosed on the face of the consolidated income
statement. Currently noncontrolling interest net income is
reported as an expense or other deduction to arrive at consolidated net
income. SFAS No. 128, “Earnings per Share,”
will be amended to clarify that earnings-per-share data will continue to
be calculated based on amounts attributable to the
parent.
|
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
17 – Recent Accounting Pronouncements (continued)
·
|
SFAS
160 establishes a single method of accounting for changes in a parent’s
ownership interest by clarifying that the following transactions are
equity transactions if the parent’s controlling interest is
maintained: the parent purchases additional ownership interests
in its subsidiary; the parent sells ownership interests in its subsidiary;
the subsidiary reacquires some of its ownership interests; and if the
subsidiary issues additional ownership interests. Previous
practice allowed parent ownership changes to be either accounted for as
equity transactions or as transactions with gain or loss recognition in
the income statement.
|
·
|
SFAS
160 eliminates the requirement to apply purchase accounting to a parent’s
acquisition of noncontrolling
interests.
|
·
|
When
a parent deconsolidates a subsidiary due to loss of controlling financial
interest SFAS 160 requires that the parent recognize a gain or loss in net
income. Additionally, if a parent retains a noncontrolling
equity investment, that investment is measured at fair market value and
used in the calculation of the gain or loss. Previous to this
Statement any retained investments were not remeasured before use in
calculating the gain or loss.
|
SFAS 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company has not yet
evaluated the impact, if any, the adoption of this Statement will have on the
Company’s consolidated financial position or results of operations.
In
December 2007, the FASB issued SFAS No. 141 (SFAS 141R) (revised 2007),
“Business Combinations.” This Statement applies to all transactions
in which an entity obtains control of one or more businesses, including true
mergers/mergers of equals and combinations achieved without the transfer of
consideration. The previous SFAS No. 141 was narrower in its
application in that it only applied to business combinations in which control
was obtained by transferring consideration.
The
significant provisions of SFAS 141R are summarized below:
·
|
SFAS
141R defines the acquirer as the entity that obtains control of one or
more businesses in the business combination and establishes the
acquisition date as the date the acquirer obtains
control.
|
·
|
SFAS
141R requires the recognition of the assets acquired, liabilities assumed
and any noncontrolling interests in the acquiree at the acquisition date,
be measured at their fair values, replacing the cost allocation process
under the previous SFAS No. 141 whereby the cost of the acquisition was
allocated to the assets and liabilities based on their estimated fair
market values.
|
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
17 – Recent Accounting Pronouncements (continued)
·
|
Acquisition
related costs which were once included in the purchase price of the
combination and included in the cost allocation mentioned above will now
under SFAS No. 141(R) be recognized separately from the business
combination.
|
·
|
Restructuring
costs will also be required to be recognized separately from the business
combination, versus the old method of recording them as a liability at the
time of the acquisition.
|
·
|
SFAS
141R requires assets, liabilities and noncontrolling interests acquired in
stages (step acquisition) to be recognized at the full amounts of the fair
market values. Under the old method the acquirer identified the
cost of each investment, the fair value of the underlying identifiable net
assets acquired, and the goodwill on each step which resulted in measuring
the assets and liabilities at a blend of historical costs and fair values
which provided less relevant and comparable
information.
|
·
|
SFAS
141R requires an acquirer to recognize assets acquired and liabilities
assumed arising from contractual contingencies as of the acquisition date,
measured at their acquisition date fair values. SFAS No. 141
permitted deferred recognition of preacquisition contingencies under the
recognition criteria for SFAS No. 5, “Accounting for
Contingencies.”
|
·
|
Noncontractual
contingencies should be treated the same way only if it is more likely
than not that they meet the definition of an asset or liability in FASB
Concepts Statement No. 6, “Elements of Financial
Statements.” If this criterion is not met at the
acquisition date, the acquirer would account for the contingency using
other applicable GAAP.
|
·
|
Subsequent
accounting for assets and liabilities arising from contingencies acquired
includes keeping that asset or liability at the acquisition date fair
market value until new information becomes available, at which time the
new information will be evaluated and the liability will be
measured at the higher of its acquisition date fair value or the amount
that would be recognized if applying SFAS No. 5 and the asset would be measured
at the lower of its acquisition date fair value or the best estimate of
its future settlement amount.
|
·
|
Goodwill
will be measured as a residual and recognized as of the acquisition date.
Goodwill will usually equal the excess of the consideration transferred
plus the fair value of the noncontrolling interest less the fair values
allocated to the identifiable assets and liabilities
acquired.
|
·
|
SFAS
141R improves the measurement of goodwill in that it requires the
recognition of contingent consideration at the acquisition date, measured
at fair value versus the old method of recognizing contingent
consideration when the contingency was resolved and consideration was
issued or became issuable.
|
COMPUTER
SCIENCES CORPORATION
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
(Dollars
in millions except per-share amounts)
Note
17 – Recent Accounting Pronouncements (continued)
·
|
SFAS
141R requires the excess of the fair value of the identifiable net assets
acquired over the consideration transferred plus noncontrolling interest
in the acquiree to be recognized in earnings as a
gain. Currently, negative goodwill is allocated as a pro rata
reduction of the amounts that otherwise would have been assigned to
particular assets acquired.
|
This
Statement makes numerous other changes to existing accounting
pronouncements.
SFAS 141R
is effective for all acquisitions dated on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008. The
Company will adopt this Statement for all acquisitions dated within fiscal year
2010.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities.” This Statement changes the disclosure
requirements for derivative instruments and hedging
activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. The Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, early
adoption is allowed. This Statement does not require comparative disclosures for
earlier periods at initial adoption. The Company will adopt this
Statement and provide the necessary enhanced disclosure information by the
effective date.
PART
I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First
Quarter of Fiscal 2009 versus
First
Quarter of Fiscal 2008
All
statements and assumptions in this quarterly report on Form 10-Q and in the
documents attached or incorporated by reference that do not directly and
exclusively relate to historical facts constitute "forward-looking statements"
within the meaning of the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements represent current
expectations and beliefs of CSC, and no assurance can be given that the results
described in such statements will be achieved.
Forward-looking
information contained in these statements include, among other things,
statements with respect to the Company's financial condition, results of
operations, cash flows, business strategies, operating efficiencies or
synergies, competitive positions, growth opportunities, plans and objectives of
management, and other matters. Such statements are subject to numerous
assumptions, risks, uncertainties and other factors, many of which are outside
of the Company's control, which could cause actual results to differ materially
from the results described in such statements. These forward looking
statements should be read in conjunction with our Annual Report on Form
10-K. The reader should specifically consider the various risks
discussed in the Risk Factors section of our Annual Report on Form
10-K.
Forward-looking statements in this
quarterly report on Form 10-Q speak only as of the date hereof, and
forward-looking statements in documents attached or incorporated by reference
speak only as to the date of those documents. The Company does not
undertake any obligation to update or release any revisions to any
forward-looking statement or to report any events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events, except as
required by law.
General
The
following discussion and analysis provides information management believes
relevant to an assessment and understanding of the consolidated results of
operations and financial condition of Computer Sciences Corporation (CSC or the
Company). The discussion should be read in conjunction with the
interim consolidated condensed financial statements and notes thereto and the
Company's Annual Report on Form 10-K for the year ended March 28,
2008. The following discusses the Company's results of operations and
financial condition as of and for the three months ended July 4, 2008, and the
comparable period for the prior fiscal year.
The
reader should note Days Sales Outstanding (DSO), Free Cash Flow, Return on
Investment (ROI), and Debt-to-total capitalization are not measures defined by
Generally Accepted Accounting Principles in the United States (U.S. GAAP), and
the Company's definition of these measures may differ from other companies. ROI
is calculated by multiplying profit margin times investment base
turnover. The profit margin used is profit before interest and after
tax divided by revenues. Investment base turnover equals revenues divided by
average debt and equity. For a discussion of these measures, please refer to the
Company's Annual Report on Form 10-K for the year ended March 28,
2008.
First
Quarter Overview
Key
operating results and significant developments for the first quarter
include:
·
|
First
quarter revenues as reported increased
15.6%.
|
·
|
Net
income was $120.6 million for fiscal 2009 compared to $108.1 million,
including the special charges, for fiscal
2008.
|
·
|
Earning
per share was 79 cents compared to 61 cents per share from continuing
operations in the prior year first
quarter.
|
·
|
Business
awards of $5.4 billion were announced for the quarter, an increase of $0.9
billion over the first quarter of fiscal
2008.
|
·
|
DSO
of 97 days improved 7 days compared to the first quarter of fiscal 2008.
(1)
|
·
|
Debt-to-total
capitalization ratio at quarter-end was 40.5% compared to 38.9% at fiscal
2008 year-end.
|
·
|
ROI
for continuing operations, before special items, for the twelve months
ended July 4, 2008 was 9.1%, compared to 10.8% for the twelve months ended
June 29, 2007.
|
·
|
Cash
used in operating activities was $56.0 million for the first three months
of fiscal 2009 versus $405.7 million for the first three months of fiscal
2008. Cash used for investing activities was $328.5 million for
the first three months of fiscal 2009 versus $243.7 million for the fiscal
2008 comparable period. Free cash flow for the first three months of
fiscal 2009 was a $329.1 million use compared to a $660.8 million use for
the first three months of fiscal 2008.
(2)
|
(1) DSO
for the quarter is calculated as total receivables at quarter-end divided by
revenue-per-day. Revenue-per-day equals total revenues for the last
three months divided by the number of days in the fiscal quarter.
(2) The
following is a reconciliation of free cash flow to the most directly comparable
Generally Accepted Accounting Principle (GAAP) financial measure:
|
|
First
Quarter Ended
|
|
(in
millions)
|
|
July
4, 2008
|
|
|
June
29,2007
|
|
|
|
|
|
|
|
|
Free
cash flow
|
|
$ |
(329.1 |
) |
|
$ |
(660.8 |
) |
Net
cash used in investing activities
|
|
|
328.5 |
|
|
|
243.7 |
|
Acquisitions
|
|
|
(62.4 |
) |
|
|
|
|
Capital
lease payments
|
|
|
7.0 |
|
|
|
11.4 |
|
Net
cash used in operating activities
|
|
$ |
(56.0 |
) |
|
$ |
(405.7 |
) |
Net
cash used in investing activities
|
|
$ |
(328.5 |
) |
|
$ |
(243.7 |
) |
Net
cash provided by financing activities
|
|
$ |
298.8 |
|
|
$ |
1,418.8 |
|
The
Company announced business awards of $5.4 billion for the first fiscal quarter,
with $2.9 billion awarded to the Global Outsourcing Services segment, $1.2
billion awarded to the North American Public Sector segment and $1.2 billion
awarded to the Business Services & Solutions segment.
Beginning
in the first quarter of fiscal 2009 the Company announced awards for each of the
three lines of business. The Company has also changed its method of
determining the announced value for certain new awards. In the past
for North American Public Sector ID/IQ contracts, the Company announced the
value of estimated task order amounts upon the signing of an ID/IQ
contract. Going forward, for ID/IQ contracts, the Company will
announce as award value the expected contract value at the time a task order is
awarded under the contract. There has been no change in the
methodology for determining the announced value of multi-year outsourcing
contracts. Previously the Company did not announce values for
Business Solutions and Services awards. Going forward the Company
will announce these awards with the value based on firm
commitments.
Lines
of Business and Reportable Segments
As a
result of the Company’s comprehensive new growth strategy, known as Project
Accelerate, the Company targets the delivery of its services within three broad
service lines: North American Public Sector (NPS), Global Outsourcing Services
(GOS) and Business Services and Solutions (BSS). Also as a part of
Project Accelerate, the Company has restructured the management and reporting
structure and certain related operating segments. These changes have
resulted in changes to the Company’s reportable segments. The
Company’s North American Public Sector, Global Outsourcing Services, and
Financial Services Sector operating segments each represent separate reportable
segments under the Company’s new operating structure. The Company
organizes Business Services and Solutions – Consulting operating segments by
geographies and vertical operations. The BSS – Consulting operating
segments provide outsourcing, systems integration, consulting, and professional
services within their assigned target geographic or vertical
markets. Further, the service offerings and clientele overlap and the
Company draws on multiple operating segments within BSS – Consulting to serve
clients. As a result, the aggregated operating segments have similar
economic characteristics, products, services, customers and methods of
operations. The Company’s remaining operating segments do not meet
the quantitative thresholds for separate disclosure and do not meet the
aggregation criteria as indicated in SFAS No. 131. As a result, these
operating segments are reported as “other”. Because each of these
other operating segments are within the Company’s BSS service line, the Company
has labeled this group of operating segments as Business Services and
Solutions-Other. The NPS and GOS lines of business are each entirely
comprised of the reportable segments of the same name while the BSS service line
is comprised of the Business Services and Solutions –Consulting, Financial
Services Sector reportable segments and Business Services and Solutions –
Other.
The North
American Public Sector segment operates principally within a regulatory
environment subject to governmental contracting and accounting requirements,
including Federal Acquisition Regulations, Cost Accounting Standards and audits
by various U.S. Federal agencies. The Global Outsourcing Services
segment provides large-scale outsourcing solutions offerings as well as midsize
services delivery to customers globally. The Business Services and
Solutions-Consulting segment enables the Company to provide industry specific
consulting and systems integration services, business process
outsourcing, and intellectual property (IP)-based software
solutions. The Financial Services Sector segment primarily provides
information technology and business process outsourcing services to financial
services companies globally. The operating segments comprising Business Services
and Solutions-Other include the Company’s non-GOS operations in Australia and
Asia and the Company’s India operations.
Lines
of Business
|
|
Reportable
Segments
|
North
American Public Sector (NPS)
|
|
North
American Public Sector
|
Global
Outsourcing Services (GOS)
|
|
Global
Outsourcing Services
|
Business
Services and Solutions (BS&S)
|
|
BS&S
– Consulting
|
|
|
BS&S
Financial Services & Solutions
|
|
|
BS&S-Other
|
BS&S-Other
includes the Company’s non-outsourcing related services in Australia and Asia
and the Company’s India operations. In addition a Corporate entity
and eliminations will be reported under the segment disclosure. See
Note 11 to the consolidated condensed financial statements.
Overview
Revenue
growth during the first quarter of fiscal 2009 of 15.6% was the result of the
acquisitions of Covansys Corporation and First Consulting Group during fiscal
2008, which primarily benefited BS&S; growth from consulting and systems
integration operations in BS&S Europe; new engagements in GOS and growth
from existing programs in North American Public Sector. Movement in
foreign currency exchange rates also contributed to the GOS, BS&S-Consulting
and BS&S-Other revenue growth.
ROI for
continuing operations, before special items, for the twelve months ended July 4,
2008, was 9.1%. ROI decreased on a year-over-year basis as margin
decreased during the last twelve months and asset turnover decreased as a result
of the acquisitions of Covansys Corporation and First Consulting
Group. ROI is a measure management continues to place a high priority
on as a driver of increased shareholder value and as an effective decision
tool.
The
decrease in cash used in operating activities during the first quarter of fiscal
2009 compared to the prior year period resulted from a small decrease in
accounts receivable during the first quarter of fiscal 2009 compared to a
significant increase in accounts receivable in the prior year period, a smaller
decrease in working capital liabilities during fiscal 2009 compared to the prior
year period and an increase in non-cash adjustments in the first quarter of
fiscal 2009. A decrease in cash provided from financing activities
was the result of the issuance of approximately $1.4 billion of commercial paper
during the first quarter of fiscal 2008 to finance the acquisition of Covansys
Corporation on July 2, 2007.
Results
of Operations
Revenues
|
|
First
Quarter
|
|
Dollars
in millions
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
Percent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BS&S
– Consulting
|
|
$ |
541.9 |
|
|
$ |
404.2 |
|
|
$ |
137.7 |
|
|
|
34.1 |
% |
BS&S
– Financial Services & Solutions
|
|
|
262.4 |
|
|
|
250.8 |
|
|
|
11.6 |
|
|
|
4.6 |
|
BS&S
– Other
|
|
|
376.3 |
|
|
|
193.1 |
|
|
|
183.2 |
|
|
|
94.9 |
|
Business
Services & Solutions
|
|
|
1,180.6 |
|
|
|
848.1 |
|
|
|
332.5 |
|
|
|
39.2 |
|
Global
Outsourcing Services
|
|
|
1,790.6 |
|
|
|
1,594.6 |
|
|
|
196.0 |
|
|
|
12.3 |
|
North
American Public Sector
|
|
|
1,492.7 |
|
|
|
1,420.0 |
|
|
|
72.7 |
|
|
|
5.1 |
|
Corporate
|
|
|
4.5 |
|
|
|
4.6 |
|
|
|
(.1 |
) |
|
|
|
|
Subtotal
|
|
|
4,468.4 |
|
|
|
3,867.3 |
|
|
|
601.1 |
|
|
|
15.5 |
|
Eliminations
|
|
|
(31.3 |
) |
|
|
(29.4 |
) |
|
|
(1.9 |
) |
|
|
|
|
Total
Revenue
|
|
$ |
4,437.1 |
|
|
$ |
3,837.9 |
|
|
$ |
599.2 |
|
|
|
15.6 |
% |
The
factors affecting the percent change in revenues for the first quarter of fiscal
2009 are as follows:
|
|
Acquisitions
|
|
|
Approximate
Impact of Currency Fluctuations
|
|
|
Net
Internal Growth
|
|
|
Total
|
|
First
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
BS&S
– Consulting
|
|
|
14.0 |
% |
|
|
10.1 |
% |
|
|
10.0 |
% |
|
|
34.1 |
% |
BS&S
– Financial Services & Solutions
|
|
|
|
|
|
|
1.5 |
|
|
|
3.1 |
|
|
|
4.6 |
|
BS&S
– Other
|
|
|
70.6 |
|
|
|
11.8 |
|
|
|
12.5 |
|
|
|
94.9 |
|
Business
Services & Solutions
|
|
|
22.7 |
|
|
|
7.9 |
|
|
|
8.6 |
|
|
|
39.2 |
|
Global
Outsourcing Services
|
|
|
1.2 |
|
|
|
4.5 |
|
|
|
6.6 |
|
|
|
12.3 |
|
North
American Public Sector
|
|
|
|
|
|
|
|
|
|
|
5.1 |
|
|
|
5.1 |
|
Eliminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5.5 |
% |
|
|
3.6 |
% |
|
|
6.5 |
% |
|
|
15.6 |
% |
Revenue
for the first quarter of fiscal 2009 increased 15.6% compared to the year
earlier quarter with all reporting segments reporting revenue
growth. Fiscal 2009 revenue growth benefited from an additional week
during the first quarter. The Company reports results based on four
13 week quarters. Every fifth year an additional week is added to the
first quarter to prevent the fiscal year from moving from an approximate end of
March date. The Company has a mix of contracts which are volume or
time driven, for which the extra week has an impact, as well as other contracts
which are billed on a monthly basis and are not impacted by the extra
week. The Company estimates that the impact of this additional week
on revenue growth for the first quarter of fiscal 2009 was approximately $170
million of additional revenue for the quarter or 4.5%. Revenue growth
in the BS&S Other, BS&S Consulting and GOS segments benefited from the
acquisition of Covansys Corporation and First Consulting Group during fiscal
2008. Foreign currency movements also favorably impacted revenue
growth as the U.S. dollar continued to decline in value against a number of
foreign currencies.
Business
Services and Solutions
The
Business Services and Solutions line of business revenue growth was the result
of the impact of acquisitions in the prior fiscal year on BS&S Consulting
and BS&S Other revenue; strong growth in the European consulting and systems
integration operations in BS&S Consulting; as well as growth in the
Australia and Asia operations of BS&S Other. Financial Services
and Solutions also contributed to revenue growth. Revenue growth from
international operations benefited from foreign currency
movements. The Company announced approximately $1.2 billion in
Business Services and Solutions awards during the first quarter of fiscal
2009.
BS&S
Consulting revenue growth was the result of growth in the consulting and systems
integration business in EMEA and the result of the acquisition of First
Consulting Group. The growth in EMEA was from increased project work
in the Central region where revenue increased approximately $42 million and the
West region where revenue increased approximately $19 million. These
increases were the result of an increase in the average headcount of 5% and an
increase in billing rates of approximately 7%, after adjustments for currency
effects. Movement in foreign currency exchange rates also benefited
revenue growth in EMEA. The growth in EMEA was partially offset by a lower level
of revenue recognized from the National Health Service project due to the timing
of milestones of approximately $14 million. In the Americas BS&S
Consulting revenue benefited from the acquisition of First Consulting Group
during the fourth quarter of fiscal 2008. This acquisition provided
additional revenue of approximately $56 million for the first
quarter. Hourly rates and headcount for the Americas operations
improved for the first quarter of fiscal 2009 offset by a small decline in
utilization rates.
Financial
Services and Solutions revenue growth for the quarter benefited from an increase
in software license sales in the U.S. and Europe and related consulting and
maintenance revenue from these license sales. License sales
contributed 3.5% points to revenue growth for the quarter and consulting
services contributed .7% points to revenue growth as growth in consulting
services revenue in the U.S offset a decline in Europe. Miscellaneous
items contributed 1.6% points to growth for the quarter. This growth
was slightly offset by a decline in consumer demand for auto and other consumer
loans which adversely impacted revenue from the Company’s credit reporting
business and reduced revenue 1.2% points.
BS&S
Other, which includes the Company’s Australia, Asia and India businesses,
revenue growth benefited from the acquisition of Covansys Corporation during the
second quarter of fiscal 2008. The Covansys Corporation operations
provided $136 million of revenue during the first quarter of fiscal
2009. Revenue growth in Australia during the first quarter was
primarily from a professional staffing business which contributed approximately
$15 million to revenue growth during the quarter and in Asia growth was
primarily from a hardware resale business which contributed approximately $15
million to revenue growth for the quarter. Movements in foreign
currency exchange rates benefited BS&S Other revenue for the first quarter
of fiscal 2009.
Global
Outsourcing Services
Global
Outsourcing Services revenue growth for the first quarter of fiscal 2009 was the
result of new outsourcing engagements, growth on existing engagements, a small
benefit from the acquisition of First Consulting Group and the favorable impact
of movements in foreign currency exchange rates. The Company
announced awards for new outsourcing engagements of approximately $2.9 billion
for the first quarter of fiscal 2009.
New
engagements provided approximately $98 million of revenue during the first
quarter. The new engagements were with an auto parts manufacturer, an
auto manufacturer, and an investment bank as well as government agencies and
healthcare providers. Growth from existing engagements provided
approximately $98 million of revenue growth during the first quarter which was
partially offset by reduced activity on certain existing engagements which
resulted in revenue declines of $72 million. Movement in foreign
currency exchange rates in EMEA, ASIA and Australia also contribute to revenue
growth for Global Outsourcing Services.
North
American Public Sector
The
Company's North American Public Sector revenues were generated from the
following sources:
|
|
First
Quarter
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
Percent
|
|
Dollars
in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
Department
of Defense
|
|
$ |
1,020.3 |
|
|
$ |
943.4 |
|
|
$ |
76.9 |
|
|
|
8.2 |
% |
Civil
agencies
|
|
|
426.0 |
|
|
|
440.5 |
|
|
|
(14.5 |
) |
|
|
(3.3 |
) |
Other
(1)
|
|
|
46.4 |
|
|
|
36.1 |
|
|
|
10.3 |
|
|
|
28.5 |
|
Total
North American Public Sector
|
|
$ |
1,492.7 |
|
|
$ |
1,420.0 |
|
|
$ |
72.7 |
|
|
|
5.1 |
% |
(1)
|
Other
revenues consist of state, local and foreign government as well as
commercial contracts performed by the North American Public Sector
reporting segment.
|
Revenues
from the North American Public Sector increased 5.1% for the first quarter
versus the prior year quarter as a result of growth on existing programs in
support of Department of Defense (DoD) agencies. DoD contributors to
revenue growth included additional tasking on systems integration programs with
the Army and Air Force which contributed $48 million, procurement programs for
the Army contributed a net $14 million and other programs to provide engineering
support, business process outsourcing and logistic support provided an
additional $28 million of revenue compared to the prior year
period. These increases more than offset the impact of the conclusion
of a classified program which reduced revenue approximately $20
million.
Civil
agencies’ revenue declined as a result of the conclusion of a program to provide
support services to NASA and a decline in revenue from a document handling
business which combined reduced revenue $35 million. These declines
in revenue were partially offset by growth of various programs with the
Department of Health and Human Services, the Department of Homeland Security and
the FAA which combined increased revenue approximately $19
million. Other benefited from growth on a contract with a relief
agency, a state medical assistance program and a contract with a foreign
government which combined increased revenue $10 million.
During
the first quarter of fiscal 2009 the Company announced federal contract awards
with a total value of $1.2 billion, compared to $3.3 billion announced during
the comparable period of fiscal 2008.
Costs and
Expenses
The
Company's costs and expenses were as follows:
|
|
First
Quarter
|
|
|
|
Dollar
Amount
|
|
|
Percentage
of
Revenue
|
|
|
Percentage
Point Change
|
|
Dollars
in millions
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of services (excludes depreciation
and amortization)
|
|
$ |
3,601.3 |
|
|
$ |
3,098.1 |
|
|
|
81.1 |
% |
|
|
80.7 |
% |
|
|
.4 |
% |
Selling,
general and administrative
|
|
|
277.5 |
|
|
|
240.6 |
|
|
|
6.3 |
|
|
|
6.3 |
|
|
|
|
|
Depreciation
and amortization
|
|
|
317.2 |
|
|
|
279.0 |
|
|
|
7.1 |
|
|
|
7.3 |
|
|
|
(.2 |
) |
Interest
expense, net
|
|
|
54.4 |
|
|
|
19.7 |
|
|
|
1.2 |
|
|
|
.5 |
|
|
|
.7 |
|
Special
item
|
|
|
|
|
|
|
49.0 |
|
|
|
|
|
|
|
1.3 |
|
|
|
(1.3 |
) |
Other
expense/(income)
|
|
|
13.3 |
|
|
|
(18.2 |
) |
|
|
.3 |
|
|
|
(.5 |
) |
|
|
.8 |
|
Total
|
|
$ |
4,263.7 |
|
|
$ |
3,668.2 |
|
|
|
96.1 |
% |
|
|
95.6 |
% |
|
|
.5 |
% |
Comparing
the first quarter of fiscal 2009 to fiscal 2008, total costs and expenses,
before the special item, increased as a percentage of revenue as a result of an
increase in cost of services, interest expense and a decline in other
income.
The
Company substantially matches revenues and costs in the same
currency. As such, the foreign currency impact of approximately 3.6
percentage points on revenues and costs for the quarter did not have a material
impact on costs and expenses as a percentage of revenue. The Company
is increasing its use of off-shore support and therefore its exposure to foreign
currency fluctuations. The Company’s efforts to manage the exposure
to foreign currency fluctuations has reduced the gains from foreign currency
fluctuations and resulted in additional costs which were both reported in other
income/expense.
Costs of
Services
Costs of
services (COS) as a percentage of revenue for the first quarter of fiscal 2009
increased .4% points from 80.7% for the prior year comparable
period. The increase in the ratio was primarily in the GOS segment as
a result of higher than anticipated operating costs on certain contracts in the
U.S. Costs from these contracts contributed approximately .7% points
to the overall cost ratio. These costs resulted in a 4.5% point
increase in the GOS Americas cost ratio on a year over year
basis. These increases in the ratio were partially offset by improved
performance in GOS European operations. The North American Public
Sector also contributed to the increase in the ratio due to an adjustment on a
fixed price contract as a result of an updated estimate to
complete. Partially offsetting these increases was BS&S
Consulting where the European operations benefited from a lower cost structure
as a result of the restructuring program completed during fiscal
2008. For the European operations in total, including GOS and
BS&S Consulting European operations, the ratio declined 3.1% points on a
year over year basis and for the European BS&S Consulting operations alone
the ratio declined 3.7% points during the first quarter. This was the
result of the impact of the restructuring plan which reduced headcount in Europe
approximately 900 heads during fiscal 2008 and 3,900 heads in
total.
Selling,
General and Administrative
Selling,
general and administrative (SG&A) expense as a percentage of revenue of
6.3%, was unchanged from the prior year first quarter. Benefits from
the lower cost structure, as a result of the completed restructuring program,
were offset by a charge for disputed receivables and increases in business
development sales and marketing expenses each of which increased the ratio
approximately 0.2% points, or 0.4% points in total for the quarter.
Depreciation
and Amortization
The
depreciation and amortization (D&A) as a percentage of revenue decreased .2%
points to 7.1% compared to the comparable period in the prior year. The
improvement in the ratio was from delays in asset replacements on North American
Public Sector programs and a change in the mix of business for GOS as the
percentage of applications outsourcing work, which is less asset intensive than
infrastructure outsourcing, has increased. Each of these factors
improved the ratio .1% points. These reductions in cost were
partially offset by capital expenditures on new outsourcing engagements and
existing engagements in GOS and BS&S operations in Europe which increased
the ratio .1% points. The remainder of the improvement in the ratio
was from miscellaneous items.
Interest
Expense, net
Interest
expense increased approximately $34.7 million compared to the first quarter of
fiscal 2008. This increase in interest expense was primarily from the
issuance of the 6.5% and 5.5% senior notes for a combined $1.7 billion during
fiscal 2008. Interest on these notes was approximately $27.9 million
for the first quarter of fiscal 2009. The remainder of the increase
was from the issuance of approximately $417 million of commercial paper during
the first quarter of fiscal 2009, proceeds from which were used to fund working
capital needs. In addition, borrowings in Europe to fund working
capital requirements contributed additional interest
expense. Interest income was unchanged on a year over year
basis.
Other
Expense/(Income)
Other
expense/(income) includes foreign exchange gains and losses including gains and
losses on currency forwards, hedging costs, and other miscellaneous gains and
losses from the sale of non-operating assets and the sale of immaterial
businesses or operations. Other expense was $13.3 million for the
first quarter of fiscal 2009 compared to Other income of ($18.2) million for the
first quarter of fiscal 2008. The change is due to 1) Other income in
fiscal 2008 which was the result of remeasurement gains from intercompany
foreign currency balances that were unhedged. The Company has
addressed this foreign currency exchange rate volatility risk and for fiscal
2009, these balances were hedged and resulted in minimal other income/expense,
2) Costs to hedge the foreign currency intercompany balances and costs to hedge
foreign currency economic risk associated with off-shore operations, which
combined resulted in $8.5 million of additional expense in fiscal 2009, and 3)
Miscellaneous foreign currency losses on unhedged intercompany
balances.
Taxes
The
effective tax rate on income from continuing operations before special items was
30.4% and 35.3%, respectively, for the first quarter of fiscal 2009 and
2008. The decrease in the fiscal 2009 rate was primarily attributable
to a reduction in uncertain tax liabilities due to the filing of accounting
method changes and settlements with taxing authorities.
As of
July 4, 2008, the Company's liability for uncertain tax positions was $1,446.3
million resulting from unrecognized tax benefits, including interest and
penalties and net of tax carryforwards. During the first quarter of
fiscal 2009 the Company recorded $.9 million of interest on uncertain tax
positions and $1.8 million of related penalties in income tax expense.
These amounts are net of a reduction in interest and penalties of $4.6
million and $1.6 million, respectively, as a result of filing changes in
methods of accounting during the first quarter of fiscal 2009, and
$1.5 million and $1.3 million related to settlements with taxing
authorities. The nature of the accounting method changes includes deferred rent,
reserves, and property tax.
The tax
benefit attributable to the special items recorded in the first quarter of
fiscal 2008 was approximately $25.2 million. There is no tax benefit
attributable to the special items recorded in the first quarter of fiscal
2009.
Tax
interest for the first quarter of fiscal 2009 of $10.0 million (net of tax
benefit) before interest reversals related to changes in accounting methods
filed with the Internal Revenue Service and settlements with taxing
authorities. This interest will continue to accrue at approximately
this rate, plus the effect of compounding, until payments are made or the
underlying uncertain tax positions are resolved in CSC’s favor. The
Company is unable to predict when these events may occur.
Earnings
per Share
Earnings
per share were $.79 for the quarter ended July 4, 2008 compared to $.61 for the
prior year quarter. The increase in earnings per share was the result
of an increase in net income of $12.5 million as a result of a decrease in
special items and income taxes and a decrease in the share base (on a fully
diluted basis) of 24.2 million shares. The reduction in the share
base was the result of 1) a 10b5-1 share repurchase plan completed during fiscal
2008 under which the Company repurchased and retired 21.7 million shares of
outstanding common stock, 2) the final settlement of a collared accelerated
share repurchase transaction during fiscal 2008, and 3) a decline in common
stock equivalents due to the decline in the Company’s stock price on a year over
year basis.
Financial
Condition
Cash
Flows
The
Company’s cash flows were as follows (in millions):
|
|
Three
Months Year-to-Date
|
|
|
|
Fiscal
2009
|
|
|
Fiscal
2008
|
|
Net
cash used in operations
|
|
$ |
(56.0 |
) |
|
$ |
(405.7 |
) |
Net
cash used in investing
|
|
|
(328.5 |
) |
|
|
(243.7 |
) |
Net
cash provided by financing activities
|
|
|
298.8 |
|
|
|
1,418.8 |
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
|
2.4 |
|
|
|
9.9 |
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(83.3 |
) |
|
|
779.3 |
|
Cash
and cash equivalents at beginning of year
|
|
|
698.9 |
|
|
|
1,050.1 |
|
Cash
and cash equivalents at quarter end
|
|
$ |
615.6 |
|
|
$ |
1,829.4 |
|
Net cash
used in operations of $56.0 million for the first quarter of fiscal 2009
represents a decrease in cash used in operations of $349.7 million from the
prior year comparable period. This decrease reflects several factors
including changes in working capital. Working capital increased
approximately $39.5 million during the first quarter of fiscal 2009 compared to
an increase of $2.2 billion for the comparable period in the prior
year. Changes in working capital during the quarter
include:
·
|
Accounts
receivable decreased $18.6 million during the quarter compared to an
increase of $206.5 million in the prior year period. DSO
decreased to 97 days for the first quarter of fiscal 2009 from 104 days
for fiscal 2008.
|
·
|
Prepaid
expenses and other current assets increased $188.9 million compared to an
increase of $72.8 million for the first quarter of fiscal 2009 compared to
the prior year period. This increase was primarily due to an
increase in work-in-process related to the National Health Service
contract.
|
·
|
Accounts
payable, accrued payroll and other accrued expenses combined decreased
$370.3 million during the quarter compared to a $690.9 million decrease in
the prior year period. The fiscal 2009 decreases were primarily
in accounts payable and accrued expenses as a result of the payment of
management bonuses, the payment of $38.7 million under the restructuring
plan and the payment of other amounts accrued at year
end.
|
·
|
Income
taxes payable decreased as a result of net cash tax payments of $19.2
million during the first quarter. Payments during the prior
year period were $71.7 million.
|
·
|
Deferred
revenue decreased $47.2 million during the first quarter of fiscal 2009
compared to $132.8 million in the prior year period. The
decrease in fiscal 2009 was primarily from utilization of contract
advances on the National Health Service
contract.
|
Cash flow
is also affected by deferred costs related to expected contract modifications
with the U.S. federal government. Milestone billings on contracts may
be impacted by modifications to contract scope, schedule, and
price. The Company routinely negotiates such contract modifications
in both the North American Public Sector and Global Commercial
segments.
Net cash
outflow for investing activities increased approximately $85 million during the
first quarter of fiscal 2009 as compared to fiscal 2008 as a result, primarily,
of acquisition costs of $62.4 million related to the acquisition of the minority
interest of Computer Systems Advisers (M) Berhad (CSAM) and increased investment
in software assets.
Cash
provided by financing activities for the first quarter of fiscal 2009 reflects
the issuance of approximately $417 million of commercial paper and net borrowing
under lines of credit of $200 million, partially offset by the redemption of the
3.5% term notes due April 2008 as well as payments on capital
leases.
Contractual
Obligations
The
Company has contractual obligations for long-term debt, capital lease
obligations, operating lease obligations, minimum purchase obligations, bank
debt and other obligations as summarized in the Off Balance Sheet Arrangements
and Contractual Obligations section of the Company’s Annual Report on Form 10-K
for the year ended March 28, 2008. In addition the Company has
liabilities related to unrecognized tax benefits, however, the Company cannot
reasonably estimate the timing and amount of cash out flows for future tax
settlements.
Liquidity
and Capital Resources
The
balance of cash and cash equivalents was $615.6 million at July 4, 2008 and
$698.9 million at March 28, 2008. Equity increased by $141.8 million
during the three months ended July 4, 2008 as a result of net income of $120.6
million, an increase in the cumulative translation adjustment account of $25.1
million and the exercise of stock options, which were partially offset by the
impact of the change to a fiscal year-end measurement date for pension
plans, as required by SFAS 158, of $24.7 million in the first quarter of fiscal
2009.
On July
12, 2007 the Company entered into a new committed line of credit providing $1.5
billion of long-term commercial paper backup. The line of credit
expires on July 12, 2012. If the Company was unable to sell its
commercial paper, borrow under its uncommitted lines of credit, or determines it
is too costly to do either of the aforementioned, the Company has the ability to
borrow under the committed line of credit. The line of credit provides the
option of being drawn at a Base Rate or a Eurodollar Rate. This line requires
the Company to 1) limit liens placed on our assets to $100 million and to liens
incurred in the ordinary course of business; 2) maintain a minimum interest
coverage ratio of consolidated Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) to consolidated interest expense for the period of four
consecutive fiscal quarters ending on or immediately prior to such period not to
be less than 3.00 to 1.00; and 3) not permit at the end of any quarterly
financial reporting period the ratio of consolidated total debt to consolidated
EBITDA for the period of four consecutive fiscal quarters ending on or
immediately prior to such date, to exceed 3.00 to 1.00. For further details on
this agreement please see the Company's Form
10-K.
As of
July 4, 2008 the Company’s total liquidity was approximately $1.4 billion which
included cash and cash equivalents and marketable securities of $615.6 million
and availability under the syndicated backstop credit facility of $820
million. As of July 4, 2008, the Company had no borrowings under
these credit facilities and was in compliance with all terms of the
agreements. In first quarter of fiscal year 2009, the Company
redeemed the 3.5% term notes with a face value of $300 million due April,
2008. As of July 4, 2008 the Company had $680.0 million of commercial
paper outstanding.
The
Company’s contract with the United Kingdom’s National Health Service to deliver
an integrated electronic patient records system with an announced value of
approximately $5.4 billion is a large and complex contract. As of
July 4, 2008, the Company had a net investment in the contract of approximately
$711 million. Contract assets were $1.3 billion, principally contract
work in progress and unbilled receivables but also equipment, software and other
assets. The contract is currently profitable and the Company expects
to recover its investment; however, unforeseen future events could potentially
adversely impact such recovery and the Company’s liquidity.
It is
management's opinion that the Company will be able to meet its liquidity and
cash needs for the foreseeable future through a combination of cash flows from
operating activities, cash balances, unused borrowing capacity and other
financing activities, including the issuance of debt and/or equity securities,
and/or the exercise of the put option described in the Company's Form
10-K.
Recent
Accounting Pronouncements and Critical Accounting Estimates
Recent
accounting pronouncements and the anticipated impact to the Company are
described in the notes to the interim consolidated condensed financial
statements included in this Form 10-Q as well as in the Company's Annual Report
on Form 10-K for the year ended March 28, 2008.
The
Company has identified several critical accounting estimates which are described
in "Management's Discussion and Analysis" of the Company’s Annual Report on Form
10-K for fiscal 2008. An accounting estimate is considered critical
if both: (a) the nature of the estimates or assumptions is material due to the
levels of subjectivity and judgment involved, and (b) the impact of changes in
the estimates and assumptions would have a material effect on the consolidated
financial statements. The Company's critical accounting estimates
relate to: revenue recognition and cost estimation on long-term, fixed-price
contracts; revenue recognition on software license sales that require
significant customization; capitalization of outsourcing contract costs and
software development costs; assumptions related to purchase accounting and
goodwill; assumptions to determine retirement benefits costs and liabilities;
and assumptions and estimates used to analyze legal and tax
contingencies. Modifications to contract scope, schedule, and price
may be required on development contracts accounted for on a
percentage-of-completion basis and other contracts with the U.S. federal
government. Accounting for such changes prior to formal contract
modification requires evaluation of the characteristics and circumstances of the
effort completed and assessment of probability of recovery. If
recovery is deemed probable, the Company may, as appropriate, either defer the
costs until the parties have agreed on the contract change or recognize the
costs and related revenue as current period contract performance. The
Company routinely negotiates such contract modifications in both the North
American Public Sector and Global Commercial segments. For all these
estimates, we caution that future events may not develop as forecast, and the
best estimates routinely require adjustment.
Federal
Contracts
The
Company is engaged in providing services under contracts with the U.S.
Government. These contracts are subject to extensive legal and
regulatory requirements and, from time to time, agencies of the U.S. Government
investigate whether the Company's operations are being conducted in accordance
with these requirements. U.S. Government investigations of the
Company, whether related to the Company's federal government contracts or
conducted for other reasons, could result in administrative, civil or criminal
liabilities, including repayments, fines or penalties being imposed upon the
Company, or could lead to suspension or debarment from future U.S. Government
contracting.
First
Quarter of Fiscal 2009
PART
I, ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES
ABOUT MARKET RISK
For a
discussion of the Company's market risk associated with interest rates and
foreign currencies as of March 28, 2008, see "Quantitative and Qualitative
Disclosures about Market Risk" in the Part II, item 7A, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," of the Company's
Annual Report on Form 10-K for the fiscal year then ended. For the three months
ended July 4, 2008, there has been no significant change in related market risk
factors.
PART
I, ITEM 4. CONTROLS AND PROCEDURES
"Disclosure
controls and procedures" are the controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed by the issuer
in the reports filed or submitted by it under the Securities Exchange Act of
1934, as amended (the Exchange Act) is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. "Disclosure controls and procedures"
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in its Exchange Act reports is
accumulated and communicated to the issuer's management, including its principal
executive and financial officers, as appropriate to allow timely decisions
regarding required disclosure.
Under the
direction of the Company’s Chief Executive Officer and Chief Financial Officer,
the Company has evaluated the Company’s disclosure controls and procedures as of
July 4, 2008.
In the
course of the Company’s assessment, it has identified the following material
weakness in internal control over financial reporting: there are
insufficient knowledgeable and competent personnel in certain key positions
within the tax function and processes and procedures over accounting for income
taxes are not adequate for the Company’s size and complexity.
As a
result of this material weakness, the Company’s Chief Executive Officer and
Chief Financial Officer have concluded that its disclosure controls and
procedures were not effective as of July 4, 2008.
"Internal
control over financial reporting" is a process designed by, or under the
supervision of, the issuer's principal executive and financial officers, and
effected by the issuer's board of directors, management, and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:
(1)
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
issuer;
|
|
|
(2)
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer
are being made only in accordance with authorizations of management and
directors of the issuer; and
|
|
|
(3)
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the issuer’s assets that
could have a material effect on the financial
statements.
|
Changes
in Internal Control
During
the fiscal quarter ended July 4, 2008, there was no change in the Company's
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Although
the Company has initiated remediation measures it has not yet remediated the
material weakness over the accounting for income taxes. Remedial
measures undertaken include recruitment of executive tax personnel,
re-evaluation of the overall organization structure and reassignment of
responsibilities within the function, recruitment of additional staff personnel
with tax, accounting and financial reporting expertise and improvement in the
tax provision process and the underlying procedures and internal
controls. As previously stated, the Company will continue to address
these areas and other remediation activities of a longer term nature, such as
further process improvement, realignment of financial reporting systems and
chart of accounts to better capture tax/legal entity information and
implementation of tax applications systems to further automate the year-end tax
provision, compliance activities and management of tax audits and settlement
activity. During the quarter, the Company has recruited six senior
level tax personnel and final selection of tax provision software has been
made. The internal remediation efforts are progressing and
significant improvements are anticipated throughout the year.
Part
II. Other Information
Item
1. Legal Proceedings
In the
course of business, discrepancies or claims may arise as to the use or
reliability of various software products provided by the Company for its
customers. On February 7, 2005, the Company was named, along with
other vendors to the insurance industry and dozens of insurance companies in
Hensley, et al. vs. Computer Sciences Corporation, et al.,
filed as a putative nationwide class
action in state court in the
Circuit Court of Miller County, Arkansas shortly before
President Bush signed the Class Action Fairness Act into law. The
plaintiffs allege the defendants conspired to wrongfully
use software products licensed by the Company and the
other software vendors to reduce
the amount paid to the licensees' insured for bodily
injury claims. Plaintiffs also allege wrongful concealment of the
manner in which these software programs evaluate claims and wrongful concealment
of information about alleged inherent errors and flaws in the
software. Plaintiffs seek injunctive and monetary relief of less than
$75,000 for each class member, as well as attorney's fees and
costs. The Company is vigorously defending itself against the
allegations. On June 11, 2008 the court granted plaintiffs’ motion to
sever certain defendants, including the Company, from the Hensley
litigation. As a result, the Company continues
as a defendant in the
Hensley litigation and is also
now a defendant in a separate putative class
action pending in the Circuit Court of
Miller County, Arkansas (styled Basham, et al. vs.
Computer Sciences
Corporation, et al.), along with
certain insurance companies previously
named as defendants in the Hensley
litigation. In July 2008 the court
issued a scheduling order in the Hensley litigation setting
a class certification hearing date of December 2, 2008. No class
certification date has been set in the Basham litigation at this
time.
Litigation
is inherently uncertain and it is not possible to predict the ultimate outcome
of the matters discussed above. Considering the early stage of the
Hensley case, the complicated issues presented by that matter, and the fact that
no class has been certified, it is not possible at this time to make meaningful
estimates of the amount or range of loss that could result from this
matter. It is possible that the Company's business, financial
condition, results of operations, or cash flows could be affected by the
resolution of this matter. Whether any losses, damages or remedies
ultimately resulting from this proceeding could reasonably have a material
effect on the Company's business, financial condition, results of operations, or
cash flows will depend on a number of variables, including, for example, the
timing and amount of such losses or damages, if any, and the structure and type
of any such remedies. Depending on the ultimate resolution of these
matters, some may be material to the Company's operating results for a
particular period if an unfavorable outcome results, although such a material
unfavorable result is not presently expected, and all other litigation, in the
aggregate, is not expected to result in a material adverse impact to the
consolidated condensed financial statements.
CSC is
engaged in providing services under contracts with the U.S.
Government. The contracts are subject to extensive legal and
regulatory requirements and, from time to time, agencies of the U.S. Government
investigate whether the Company's operations are being conducted in accordance
with these requirements. U.S. Government investigations of the
Company, whether related to the Company's federal government contracts or
conducted for other reasons, could result in administrative, civil or criminal
liabilities, including repayments, fines or penalties being imposed upon the
Company, or could lead to suspension or debarment from future U.S. Government
contracting. The Company believes it has adequately reserved for any
losses which may be experienced from these investigations.
In
accordance with prescribed federal regulations, the Company converted the 16
submitted Requests for Equitable Adjustment (REAs) to interest bearing claims
under the Contract Disputes Act (CDA) totaling approximately $900 million on two
U.S. Federal contracts in order to initiate the claims litigation process and
trigger the statutory interest provision of the CDA.
Included
in current assets on the Company's balance sheet are approximately $449 million
($414 million of which is subject to the claims) of unbilled receivables and
$408 million of deferred costs related to the claims associated with the two
contracts. The Company does not record any profit element when it
defers costs associated with such REAs/claims. CSC has requested
payment for customer-caused delays and certain related out-of-scope work
directed or caused by the customers in support of their critical missions.
Notwithstanding the Government’s breaches and delays, CSC was obligated under
applicable federal acquisition law to continue performance as directed by the
Government; otherwise, refusal to perform would have placed CSC at risk for a
termination for default under the applicable provisions of the Federal
Acquisition Regulations. The Company believes it has valid bases for
pursuing recovery of these REAs/claims supported by outside counsel’s evaluation
of the facts and assistance in the preparation of the claims. The
Company remains committed to vigorous pursuit of its claimed entitlements and
associated value, and continues to believe based on review of applicable law and
other considerations that recovery of at least its net balance sheet position is
probable. However, the Company’s position is subject to the ongoing
evaluation of new facts and information which may come to the Company’s
attention during the discovery phase of the litigation.
During
the first quarter of fiscal 2008, the U.S. federal contracting officer for the
contract with the larger set of claims denied the claims and issued a $42.3
million counterclaim. The Company disagrees with the Government’s
denials both factually and contractually. In contrast to the
Company’s claims’ submission, the Government’s counter-claim was submitted with
no verifiable evidence, no citation to any supporting evidence and no
explanation of its method for calculating value. Because of these
disputes, the Company initiated litigation at the Armed Services Board of
Contract Appeals (ASBCA), one of the two forums available for litigation of CDA
claims, on September 11, 2007, with regard to the larger of the two sets of
claims and the counterclaim. Decisions of the ASBCA may be appealed
to the Court of Appeals for the Federal Circuit and that court’s ruling may be
appealed to the U.S. Supreme Court. During the third quarter of
fiscal 2008, the Company and its litigation team undertook a standard review of
the value of the claims associated with this contract. Value is
subject to periodic, routine adjustment as new facts are uncovered, because of
contract modifications and funding changes, ordinary rate adjustments, and/or
estimated cost data being replaced with actual costs. On December 21,
2007, as a result of the review, the Company amended the complaint it filed with
the ASBCA on September 11, 2007, and adjusted its value downward, with such
reduction reflected in the approximately $900 million total value for both sets
of claims noted above. This adjustment is solely to the amount of
damages claimed and does not affect the amounts recorded in the Company’s
balance sheet. The discovery phase of this litigation is expected to
begin in the first half of fiscal year 2009. Discovery in the
litigation could continue for a period of one to two years.With respect to the
second set of claims, the Government issued its denial on November 15,
2007. As with the larger set of claims, the Company disagrees
with the Government’s denial both factually and contractually and initiated
litigation at the Armed Services Board of Contract Appeals on February 12,
2008. The discovery phase of this litigation will begin in the first
half of fiscal year 2009 and could continue for a year or more.
Interest
on the claims is accruing but will only be recognized in the financial
statements when paid. Resolution of the REA claims/amounts depends on
individual circumstances, negotiations by the parties and prosecution of the
claims. The Company will pursue appeals as necessary and is unable to
predict the timing of resolution of recovery of these claims; however,
resolution of the claims may take years.
Several
shareholders of the Company have made demands on the Board of Directors of the
Company or filed purported derivative actions against both the Company, as
nominal defendant, as well as certain of CSC's executive officers and
directors. These actions generally allege that certain of the
individual defendants breached their fiduciary duty to the Company by
purportedly “backdating” stock options granted to CSC executives, improperly
recording and accounting for allegedly backdated stock options, producing and
disseminating disclosures that improperly recorded and accounted for the
allegedly backdated options, engaging in acts of corporate waste, and committing
violations of insider trading laws. They allege that certain of the
defendants were unjustly enriched and seek to require them to disgorge their
profits. These actions have been filed in both federal and state
court in Los Angeles as follows.
On June
1, 2006, a shareholder derivative complaint was filed in Los Angeles County
Superior Court naming Computer Sciences Corporation ("CSC") as a nominal
defendant and various current and former CSC officers and directors as
individual defendants. The complaint was titled Allbright v. Bailey et al,
Case No. BC353316 and alleged the backdating of stock option grants to various
senior executives at CSC. Thereafter, two additional related
shareholder derivative complaints were filed in Los Angeles Superior Court,
Jones v. Bailey et al.,
Case No. BC354686, and Laborers' International Union v. Bailey et al., Case No.
BC356675. The Laborers' action was
subsequently voluntarily dismissed without prejudice, and in September 2006
Jones was consolidated
with Allbright. In July
2008, following a dismissal based on failure to adequately allege that a
pre-suit "demand" on the Board was excused and a subsequent amended complaint,
Superior Court Judge Carl West granted a second demurrer based on demand
pleadings and dismissed the consolidated case with prejudice. We do
not expect the plaintiffs in the state court case to appeal the court's granting
of the Company's demurrer and dismissal.
On August
23, 2006, Laborers'
International Union v. Bailey, et al., CV 06-5288, a shareholder
derivative action, was filed in U.S. District Court in Los
Angeles. This complaint made similar allegations of backdating of
stock option grants to various senior executives at CSC and named CSC as a
nominal defendant and various current and former directors and officers as
individual defendants. On August 25, 2006, another derivative suit
containing nearly identical allegations was filed in the same court, entitled
Local Union and District Council v. Bailey, et
al., CV 06-5356. The derivative complaints brought state
law claims for breach of fiduciary duty and other claims, as well as a federal
securities claim. A third derivative complaint, Huffman v. Honeycutt, et al.,
CV 06-6512, filed in the same court, also brought state and federal claims based
on backdating allegations. All three federal derivative actions were
ultimately consolidated into one action entitled In re CSC Shareholder Derivative
Litigation, CV 06-5288, before U.S. District Judge Mariana
Pfaelzer. On July 24, 2007, following the grant of an initial motion
to dismiss and a subsequent amended complaint, Judge Pfaelzer granted a second
motion to dismiss based on demand futility and dismissed the amended complaint
with prejudice. Following an ex parte application by defendants,
Judge Pfaelzer issued a corrected order dated August 9, 2007 reflecting the same
ruling. Plaintiffs subsequently filed a notice of appeal to the Ninth
Circuit. The appeal is currently pending.
The
Company and certain directors and other individuals have also been sued in a
class action proceeding alleging violations of the ERISA statute related to
claims of alleged backdating of stock options. On August 15, 2006, a
federal ERISA class action involving allegations of backdating at CSC was filed
in U.S. District Court in the Eastern District of New York, entitled Quan, et al. v. CSC, et
al., CV 06-3927. On September 21, 2006, a related ERISA class
action was filed in the same court, entitled Gray, et al. v. CSC, et al.,
CV 06-5100. The complaints named as defendants CSC, the CSC
Retirement and Employee Benefits Plans Committee, and various directors and
officers, and alleged various violations of the ERISA statute. The
two ERISA actions have been consolidated and, on February 28, 2007, plaintiffs
filed an amended ERISA class action complaint. On January 8, 2008,
the district court granted a motion to transfer the case to
California. Upon arrival in the Central District of California, the
two cases were consolidated before U.S. District Judge James Otero in Case No.
CV 08-2398-SJO. Defendants have filed a motion to dismiss and
plaintiffs have filed an opposition. The motion is currently under
submission. Plaintiffs have also filed a motion for class
certification, and Defendants will be filing an opposition on August 11,
2008. At this time it is not possible to make reliable estimates of
the amount or range of loss that could result from any of these
actions.
In
addition to the matters noted above, the Company is currently party to a number
of disputes which involve or may involve litigation. The Company
consults with legal counsel on those issues related to litigation and seeks
input from other experts and advisors with respect to such matters in the
ordinary course of business. Whether any losses, damages or remedies
ultimately resulting from such matters could reasonably have a material effect
on the Company's business, financial condition, results of operation, or cash
flows will depend on a number of variables, including, for example, the timing
and amount of such losses or damages (if any) and the structure and type of any
such remedies. For these reasons, it is not possible to make reliable
estimates of the amount or range of loss that could result from these other
matters at this time. Company management does not, however, presently
expect any of such other matters to have a material impact on the consolidated
financial statements of the Company.
Item
1A. Risk Factors
Forward-looking
information contained in these statements include, among other things,
statements with respect to the Company’s financial condition, results of
operations, cash flows, business strategies, operating efficiencies or
synergies, competitive positions, growth opportunities, plans and objectives of
management, and other matters. Such statements are subject to
numerous assumptions, risks, uncertainties and other factors, many of which are
outside of the Company’s control, which could cause actual results to differ
materially from the results described in such statements. These
forward looking statements should be read in conjunction with our Annual Report
on Form 10-K for the year ended March 28, 2008. The reader should
specifically consider the various risks discussed in the Risk Factors section of
our Annual Report on Form 10-K.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
(a)
None
(b)
None
(c)
Purchases of Equity Securities
The
following table provides information on a monthly basis for the first quarter
ended July 4, 2008 with respect to the Company’s purchases of equity
securities.
Period
|
|
Total
Number
of
Shares
Purchased(1)
|
|
|
Average
Price
Paid
Per Share
|
|
Total
Number of Shares
Purchased
as Part of
Publicly
Announced
Plans
or Programs
|
Maximum
Number
of
Shares that May
Yet
Be Purchased
Under
the Plans or
Program
|
March
29, 2008 to May 2, 2008
|
|
|
3,312 |
|
|
$ |
42.16 |
|
|
|
May
3, 2008 to May 30, 2008
|
|
|
57,885 |
|
|
$ |
47.91 |
|
|
|
May
31, 2008 to July 4, 2008
|
|
|
284 |
|
|
$ |
46.85 |
|
|
|
(1)
|
The
Company accepted 61,481 shares of its common stock in the first quarter
ended July 4, 2008 from employees in lieu of cash due to the Company in
connection with the exercise of stock options. Such shares of
common stock are stated at cost and held as treasury shares to be used for
general corporate purposes.
|
Item
4. Submission of Matters to a Vote of Security Holders
|
|
a.
|
The
Company held
its Annual Meeting of Stockholders on August 4, 2008.
|
|
|
b.
|
Proxies
for the Annual Meeting were solicited pursuant to Regulation 14 under the
Securities Exchange Act of 1934. There were no solicitations in
opposition to management’s nominees for director as listed in the Proxy
Statement, and all such nominees were elected.
|
|
|
|
The
directors elected were Irving W. Bailey, II, David J. Barram, Stephen L.
Baum, Rodney F. Chase, Judith R. Haberkorn Michael W. Laphen, F. Warren
McFarlan, Chong Sup Park and Thomas H. Patrick.
|
|
|
|
With
respect to each nominee, the results of the vote were as
follows:
|
|
|
Votes
|
Name
|
|
For
|
|
Withheld
|
|
|
|
|
|
Irving
W. Bailey, II
|
|
126,338,544
|
|
11,868,417
|
David
J. Barram
|
|
98,985,240
|
|
39,221,721
|
Stephen
L. Baum
|
|
96,063,049
|
|
42,143,912
|
Rodney
F. Chase
|
|
98,825,961
|
|
39,381,000
|
Judith
R. Haberkorn
|
|
135,158,419
|
|
3,048,542
|
Michael
W. Laphen
|
|
134,084,382
|
|
4,122,579
|
F.
Warren McFarlan
|
|
126,368,438
|
|
11,838,523
|
Chong
Sup Park
|
|
134,987,601
|
|
3,219,360
|
Thomas
H. Patrick
|
|
98,988,946
|
|
39,218,015
|
c.
|
Ratification
of the appointment of Deloitte & Touche LLP as the Company’s
independent auditors for the 2009 fiscal year was approved by the
stockholders. There were 126,683,087 votes cast for approval,
10,355,830 votes cast against approval and 1,168,044
abstentions.
|
Exhibit
Number
|
Description of Exhibit
|
2.1
|
Agreement
and Plan of Merger, dated as of April 25, 2007, by and among Computer
Sciences Corporation, Surfside Acquisition Corp. and Covansys Corporation
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K dated April 30, 2007)
|
|
|
3.1
|
Restated
Articles of Incorporation filed with the Nevada Secretary of State on June
11, 2003 (incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 28,
2003)
|
|
|
3.2
|
Certificate
of Amendment of Certificate of Designations of Series A Junior
Participating Preferred Stock (incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 3, 2003)
|
|
|
3.3
|
Bylaws,
amended and restated effective November 1, 2007 (incorporated by reference
to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 28, 2007)
|
|
|
4.1
|
Indenture
dated as of March 3, 2008 for the 5.50% senior notes due 2013 and the
6.50% senior notes due 2018.
|
|
|
10.1
|
1998
Stock Incentive Plan(1)
(incorporated by reference to Exhibit 10.10 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 3,
1998)
|
|
|
10.2
|
2001
Stock Incentive Plan(1)
(incorporated by reference to Appendix B to the Company's Proxy Statement
for the Annual Meeting of Stockholders held on August 13,
2001)
|
|
|
10.3
|
Schedule
to the 2001 Stock Incentive Plan for United Kingdom personnel(1)
(incorporated by reference to Exhibit 10.12 to the Company's Annual Report
on form 10-K for the fiscal year ended April 2, 2004)
|
|
|
10.4
|
2004
Incentive Plan(1)
(incorporated by reference to Appendix B to the Company's Proxy Statement
for the Annual Meeting of Stockholders held on August 9,
2004)
|
|
|
10.5
|
2007
Employee Incentive Plan(1) (incorporated
by reference to Appendix B to the Company Proxy Statement for the Annual
Meeting of Stockholders held on July 30, 2007)
|
|
|
10.6
|
Form
of Stock Option Agreement for employees(1)
|
|
|
10.7
|
Form
of Restricted Stock Agreements for employees(1)
(incorporated by reference to Exhibit 10.6 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 1,
2005)
|
|
|
10.8
|
Form
of Service-Based Restricted Stock Unit Agreement for Employees(1)
|
|
|
10.9
|
Form
of Performance-Based Restricted Stock Unit Agreement for Employees(1)
|
|
|
10.10
|
Form
of Career Shares Restricted Stock Unit Agreement for Employees(1)
|
10.11
|
Form
FY2006 Annual Management Incentive Plan 1 Worksheet(1)
(incorporated by reference to Exhibit 10.8 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 1,
2005)
|
|
|
10.12
|
Supplemental
Executive Retirement Plan, amended and restated effective December 3,
2007(1) (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated December 4, 2007)
|
|
|
10.13
|
Supplemental
Executive Retirement Plan No. 2, effective December 3, 2007(1)
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K dated December 4, 2007)
|
|
|
10.14
|
Excess
Plan, effective December 3, 2007(1)
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report
on Form 8-K dated December 4, 2007)
|
|
|
10.15
|
Deferred
Compensation Plan, amended and restated effective December 3, 2007(1)
(incorporated by reference to Exhibit 10.4 to the Company’s Current Report
on Form 8-K dated December 4, 2007)
|
|
|
10.16
|
Severance
Plan for Senior Management and Key Employees, amended and restated
effective October 28, 2007(1)
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report
on Form 8-K dated November 1, 2007)
|
|
|
10.17
|
Severance
Agreement with Van B. Honeycutt, effective February 2, 1998(1)
(incorporated by reference to Exhibit 10.14 to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended December 26,
1997)
|
|
|
10.18
|
Employment
Agreement with Van B. Honeycutt, effective May 1, 1999(1)
(incorporated by reference to Exhibit 10.18 to the Company’s Annual Report
on Form 10-K for the fiscal year ended April 2, 1999)
|
|
|
10.19
|
Amendment
of Employment Agreement with Van B. Honeycutt, effective February 3,
2003(1)
(incorporated by reference to Exhibit 10.18 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended December 27,
2002)
|
|
|
10.20
|
Amendment
No. 2 to Employment Agreement with Van B. Honeycutt, effective December 5,
2005(1)
(incorporated by reference to Exhibit 10.4 to the Company’s Current Report
on Form 8-K dated December 6, 2005)
|
|
|
10.21
|
Retirement
Agreement with Van B. Honeycutt, effective May 21, 2007(1)
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K dated May 25, 2007)
|
|
|
10.22
|
Management
Agreement with Michael W. Laphen, effective September 10, 2007(1)
(incorporated by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K dated September 10, 2007)
|
|
|
10.23
|
Senior
Management and Key Employee Severance Agreement dated August 11, 2003,
with Michael W. Laphen(1)
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K dated December 12, 2007)
|
|
|
10.24
|
Amendment
No. 1 to Senior Management and Key Employee Severance Agreement dated
December 10, 2007, with Michael W. Laphen(1)
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K dated December 12, 2007)
|
|
|
10.25
|
General
Release of Claims, effective January 30, 2008, with Michael E. Keane(1)
(incorporated by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K dated January 31, 2008)
|
|
|
10.26
|
Form
of Indemnification Agreement for officers (incorporated by reference to
Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal
year ended March 31, 1995)
|
|
|
10.27
|
Form
of Indemnification Agreement for directors (incorporated by reference to
Exhibit X(xxvi) to the Company's Annual Report on Form 10-K for the fiscal
year ended April 1, 1988)
|
|
|
10.28
|
1997
Nonemployee Director Stock Incentive Plan (incorporated by reference to
Appendix A to the Company's Proxy Statement for the Annual Meeting of
Stockholders held on August 11, 1997)
|
|
|
10.29
|
2006
Nonemployee Director Incentive Plan (incorporated by reference to Appendix
B to the Company’s Proxy Statement for the Annual Meeting of Stockholders
held on July 31, 2006
|
|
|
10.30
|
Form
of Restricted Stock Unit Agreement for directors (incorporated by
reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q
for the fiscal quarter ended July 1, 2005)
|
|
|
10.31
|
Form
of Amendment to Restricted Stock Unit Agreement with directors
(incorporated by reference to Exhibit 10.5 to the Company’s Current Report
on Form 8-K dated December 6, 2005)
|
|
|
10.32
|
Credit
Agreement dated as of July 12, 2007 (incorporated by reference
to Exhibit 10.27 to the Company’s Current Report on Form 8-K dated
September 5, 2007)
|
|
|
10.33
|
Accelerated
Share Repurchase Transaction – VWAP Pricing Agreement and Supplemental
confirmation dated June 29, 2006 between Goldman, Sachs & Co. and the
Company(2)
(incorporated by reference to Exhibit 10.24 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2006)
|
|
|
10.34
|
Collared
Accelerated Share Repurchase Transaction Agreement and Supplemental
confirmation dated June 29, 2006 between Goldman, Sachs & Co. and the
Company(2)
(incorporated by reference to Exhibit 10.25 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2006)
|
|
|
21
|
Significant
Active Subsidiaries and Affiliates of the Registrant
|
|
|
31.1
|
Section
302 Certification of the Chief Executive Officer
|
|
|
31.2
|
Section
302 Certification of the Chief Financial Officer
|
|
|
32.1
|
Section
906 Certification of the Chief Executive Officer
|
|
|
32.2
|
Section
906 Certification of the Chief Financial Officer
|
|
|
|
|
|
(1) Management
contract or compensatory plan or agreement
|
|
(2) Confidential
treatment has been requested pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended, for portions of this exhibit that
contain confidential commercial and financial
information.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
COMPUTER
SCIENCES CORPORATION
|
|
|
|
|
|
|
Date:
August 13, 2008
|
By:
|
/s/ Donald G.
DeBuck
|
|
|
Donald
G. DeBuck
Vice
President and Chief Financial
Officer
|