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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 9, 2000
COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 1-4850 95-2043126
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2100 East Grand Avenue
El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 615-0311
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On November 16, 1999, the Registrant acquired Nichols Research
Corporation ("Nichols") in a transaction accounted for as a pooling of
interests. On February 9, 2000, the Registrant released the following
preliminary, restated unaudited consolidated condensed statements of income
of the Registrant, including Nichols on a pooling of interests basis, for the
fiscal year ended April 2, 1999 and each of the quarters in such fiscal year,
and for the first three quarters of the fiscal year ending March 31, 2000:
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<TABLE>
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)
FOR THE FOUR QUARTERS AND YEAR ENDED APRIL 2, 1999 (a)
(In thousands except earnings per share)
<CAPTION>
Fiscal
Quarter Ended Year
---------------------------------------------- Ended
July 3, Oct. 2, Jan. 1, April 2, April 2,
1998 1998 1999 1999 1999
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $1,855,277 $1,946,387 $2,054,691 $2,255,050 $8,111,405
---------- ---------- ---------- ---------- ----------
Costs of services 1,464,879 1,535,312 1,600,699 1,748,581 6,349,471
Selling, general
and
administrative 172,785 182,583 191,023 189,365 735,756
Depreciation and
amortization 106,981 108,307 116,104 125,505 456,897
Interest expense 11,979 11,725 12,320 13,334 49,358
Interest income (3,537) (2,690) (3,741) (4,982) (14,950)
---------- ---------- ---------- ---------- ----------
Total costs and
expenses 1,753,087 1,835,237 1,916,405 2,071,803 7,576,532
---------- ---------- ---------- ---------- ----------
Income before
taxes 102,190 111,150 138,286 183,247 534,873
Taxes on income 34,366 36,982 46,590 61,433 179,371
---------- ---------- ---------- ---------- ----------
Net income $ 67,824 $ 74,168 $ 91,696 $ 121,814 $ 355,502
========== ========== ========== ========== ==========
Earnings per
share:
Basic $0.42 $0.45 $0.56 $0.74 $2.17
========== ========== ========== ========== ==========
Diluted $0.41 $0.44 $0.55 $0.72 $2.12
========== ========== ========== ========== ==========
Average common shares: (c)
Outstanding 163,185 163,920 164,464 164,994 164,124
Assuming
dilution 167,187 168,051 168,034 168,730 167,986
</TABLE>
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<TABLE>
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)
FOR THE THREE QUARTERS ENDED DECEMBER 31, 1999 (a)
(In thousands except earnings per share)
<CAPTION>
Quarter Ended
------------------------------------
July 2, Oct. 1, Dec. 31,
1999 1999 1999
---------- ---------- ----------
<S> <C> <C> <C>
Revenues $2,203,373 $2,232,025 $2,360,071
---------- ---------- ----------
Costs of services 1,747,475 1,763,116 1,843,141
Selling, general and
administrative 200,638 188,545 192,565
Depreciation and
amortization 118,768 129,656 145,381
Interest expense 13,796 14,435 14,413
Interest income (5,094) (4,226) (4,345)
Special items (b) 41,065
---------- ---------- ----------
Total costs and expenses 2,075,583 2,091,526 2,232,220
---------- ---------- ----------
Income before taxes 127,790 140,499 127,851
Taxes on income 43,226 47,352 45,522
---------- ---------- ----------
Net income $ 84,564 $ 93,147 $ 82,329
========== ========== ==========
Earnings per share:
Basic $0.51 $0.56 $0.49
========== ========== ==========
Diluted $0.50 $0.55 $0.48
========== ========== ==========
Average common shares: (c)
Outstanding 165,330 166,011 166,574
Assuming dilution 168,724 169,415 169,904
</TABLE>
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COMPUTER SCIENCES CORPORATION
NOTES TO CONSOLIDATED CONDENSED STATEMENTS OF INCOME
a) The results have been restated to reflect the November 16, 1999 merger
with Nichols Research Corporation (Nichols), which was accounted for as
a pooling of interests. The restatement includes Nichols' results for
fiscal 1999, which ended August 31, and results for Computer Sciences
Corporation's (CSC's) fiscal 1999, which ended April 2. Therefore, the
restated results for the four quarters and fiscal year ended April 2, 1999
reflect Nichols' four quarters and fiscal year ended August 31, 1999. The
restated fiscal 2000 data include Nichols' results based on CSC's fiscal
periods.
b) The special items result from merger-related charges and other transaction
costs of $39.1 million ($28.5 million after tax) associated with the
acquisition of Nichols, and legal and other costs, net of recoveries, of
$2 million ($1.3 million after tax) associated with the resolution, during
the quarter, of the remaining issues relating to the Company's fiscal 1998
response to a failed take-over attempt. The Nichols charge is comprised
of $9.3 million for investment banking and other transaction expenses;
$23.5 million related to the write-off of capitalized software
attributable to duplicate market offerings and the write-off of other
assets and intangibles; and $6.3 million related to employee severance
costs and elimination of duplicate facilities.
c) Average common shares outstanding and average common shares outstanding
assuming dilution are based on historical data, as reported by CSC, and
historical data for Nichols adjusted based on the exchange ratio of .423.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
COMPUTER SCIENCES CORPORATION
Dated: February 9, 2000 By /s/ Bryan Brady
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Bryan Brady
Vice President and Controller
Chief Accounting Officer
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