SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 13, 1996
COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 1-4850 95-2043126
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2100 East Grand Avenue
El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 615-0311
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On August 1, 1996, the Registrant acquired The Continuum Company, Inc.
("Continuum") in a transaction that will be accounted for as a pooling of
interests. On August 13, 1996, the Registrant released the following
preliminary, unaudited condensed statements of income, without notes, of the
Registrant, including Continuum on a pooled basis, for each of the quarters in
the fiscal year ended March 29, 1996 and for the first quarter of fiscal year
1997:
<PAGE>
<TABLE>
COMPUTER SCIENCES CORPORATION
QUARTERLY CONDENSED STATEMENTS OF INCOME (unaudited)
FOR THE FIVE QUARTERS ENDED JUNE 28, 1996
($ in thousands except earnings per share)
<CAPTION>
June 30, Sept. 29, Dec. 29, Mar. 29, June 28,
1995 1995 1995 1996 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $1,082,963 $1,128,648 $1,236,674 $1,292,475 $1,303,892
---------- ---------- ---------- ---------- ----------
Costs of services 849,844 881,811 957,152 1,007,182 1,037,208
Selling, general
and
administrative 108,997 112,131 129,330 117,130 116,453
Depreciation and
amortization 60,105 63,454 69,471 79,027 71,607
Interest expense 9,352 9,284 9,956 9,333 8,314
Interest income (1,957) (932) (1,340) (1,553) (1,463)
Non-recurring
charges (a) 26,000 (b) 50,053
---------- ---------- ---------- ---------- ----------
Total costs and
expenses 1,026,341 1,065,748 1,190,569 1,261,172 1,232,119
---------- ---------- ---------- ---------- ----------
Income before
taxes 56,622 62,900 46,105 31,303 71,773
Taxes on income 20,681 23,331 26,384 17,103 26,496
---------- ---------- ---------- ---------- ----------
Net income $ 35,941 $ 39,569 $ 19,721 $ 14,200 $ 45,277
========== ========== ========== ========== ==========
Average shares
outstanding (c) 76,245 76,858 77,708 77,189 77,677
---------- ---------- ---------- ---------- ----------
Earnings per
common share $0.47 $0.51 $0.25 $0.18 $0.58
========== ========== ========== ========== ==========
</TABLE>
[FN]
(a) In connection with Continuum's December 1995 acquisition of SOCS Holding,
a Paris-based software and services company, $26.0 million of the purchase
price was assigned to purchased research and development and was expensed.
(b) During March 1996, Continuum acquired Hogan Systems, Inc. ("Hogan"), a
software and consulting company serving financial institutions worldwide.
As previously reported on Continuum's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996, Continuum charged $50.1 million ($35.7
million after tax benefits) to operations as restructuring costs in
connection with the Hogan acquisition and the restructuring of its
expanded business.
(c) Earnings per common share are based on the sum of the historical average
common shares outstanding (including common stock equivalent shares), as
reported by CSC, and the historical average common shares outstanding for
Continuum (adjusted to reflect common stock equivalents) converted to CSC
shares at the exchange ratio of 0.79.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
COMPUTER SCIENCES CORPORATION
Dated: August 13, 1996 By: /s/Denis M. Crane
_____________________________
Denis M. Crane
Vice President
