DST SYSTEMS INC
10-Q, 2000-08-14
COMPUTER PROCESSING & DATA PREPARATION
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                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

                         Commission File Number 1-14036

                                DST SYSTEMS, INC.
               (Exact name of Company as specified in its charter)

                    Delaware                                 43-1581814
         (State or other jurisdiction of                  (I.R.S. Employer
          incorporation or organization)                 Identification No.)

    333 West 11th Street, Kansas City, Missouri                64105
     (Address of principal executive offices)                (Zip Code)

                                 (816) 435-1000
                (Company's telephone number, including area code)

                                   No Changes
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the Company (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  Company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
 Yes [X]     No [  ]

 Number of shares outstanding of the Company's common stock as of June 30, 2000:
                    Common Stock $.01 par value - 62,733,156


                                       1


                                DST Systems, Inc.
                                    Form 10-Q
                                  June 30, 2000
                                Table of Contents

                                                                           Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Introductory Comments                                                3

         Condensed Consolidated Balance Sheet -
         June 30, 2000 and December 31, 1999                                  4

         Condensed Consolidated Statement of Income -
         Three and Six Months Ended June 30, 2000 and 1999                    5

         Condensed Consolidated Statement of Cash Flows -
         Six Months Ended June 30, 2000 and 1999                              6

         Notes to Condensed Consolidated Financial Statements              7-12

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        13-20

Item 3.  Quantitative and Qualitative Disclosures about Market Risk          21


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   22

Item 2.  Changes in Securities                                               22

Item 3.  Defaults Upon Senior Securities                                     22

Item 4.  Submission of Matters to a Vote of Security Holders                 22

Item 5.  Other Information                                                   24

Item 6.  Exhibits and Reports on Form 8-K                                    25


SIGNATURES                                                                   25


The Company's service marks and trademarks  include without  limitation  DST(R),
Automated Work Distributor(TM), AWD(R), FAST(TM) referred to in this Report.


                                        2


                                DST Systems, Inc.
                                    Form 10-Q
                                  June 30, 2000


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Introductory Comments

The Condensed  Consolidated  Financial Statements of DST Systems, Inc. ("DST" or
the "Company") included herein have been prepared by the Company, without audit,
pursuant  to the rules and  regulations  of the  United  States  Securities  and
Exchange Commission.  Certain information and note disclosures normally included
in  financial  statements  prepared in  accordance  with  accounting  principles
generally  accepted in the United States have been condensed or omitted pursuant
to  such  rules  and  regulations,   although  the  Company  believes  that  the
disclosures are adequate to enable a reasonable understanding of the information
presented.  These Condensed  Consolidated Financial Statements should be read in
conjunction with the audited financial  statements and the notes thereto for the
year ended December 31, 1999. Additionally, the Condensed Consolidated Financial
Statements  should be read in conjunction with Item 2.  Management's  Discussion
and Analysis of Financial  Condition and Results of Operations  included in this
Form 10-Q.

The results of operations  for the three and six months ended June 30, 2000, are
not necessarily indicative of the results to be expected for the full year 2000.


                                       3

<TABLE>
<CAPTION>
                                          DST Systems, Inc.
                                Condensed Consolidated Balance Sheet
                           (dollars in millions, except per share amounts)
                                             (unaudited)
                                                                       June 30,        December 31,
                                                                         2000              1999
                                                                    ---------------   ---------------
 <S>                                                                <C>               <C>
 ASSETS
 Current assets
     Cash and cash equivalents                                              $ 87.0            $ 89.0
     Accounts receivable                                                     333.1             320.6
     Other current assets                                                     53.5              54.9
                                                                    ---------------   ---------------
                                                                             473.6             464.5
 Investments                                                               1,557.0           1,477.7
 Properties                                                                  349.4             338.7
 Intangibles and other assets                                                 45.6              45.4
                                                                    ---------------   ---------------
          Total assets                                                   $ 2,425.6         $ 2,326.3
                                                                    ===============   ===============

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities
     Debt due within one year                                               $ 22.1            $ 18.4
     Accounts payable                                                         91.1              93.7
     Accrued compensation and benefits                                        52.3              57.9
     Deferred revenues and gains                                              38.0              44.1
     Other liabilities                                                        64.5              71.7
                                                                    ---------------  ---------------
                                                                             268.0             285.8
 Long-term debt                                                               58.1              44.4
 Deferred income taxes                                                       469.1             452.2
 Other liabilities                                                            81.6              80.3
                                                                    ---------------  ---------------
                                                                             876.8             862.7
                                                                    ---------------  ---------------
 Commitments and contingencies
                                                                    ---------------  ---------------

 Stockholders' equity
     Common stock, $0.01 par; 300,000,000 shares authorized,
          63,816,639 shares issued                                             0.6               0.6
     Additional paid-in capital                                              448.6             454.2
     Retained earnings                                                       619.6             516.2
     Treasury stock (1,083,483 and 690,269 shares,
          respectively), at cost                                             (68.9)            (40.1)
     Accumulated other comprehensive income                                  548.9             532.7
                                                                    ---------------   ---------------
          Total stockholders' equity                                       1,548.8           1,463.6
                                                                    ---------------   ---------------
          Total liabilities and stockholders' equity                     $ 2,425.6         $ 2,326.3
                                                                    ===============   ===============
</TABLE>







   The accompanying notes are an integral part of these financial statements.


                                       4

<TABLE>
<CAPTION>
                                DST Systems, Inc.
                   Condensed Consolidated Statement of Income
                     (in millions, except per share amounts)
                                   (unaudited)

                                                              For the Three Months              For the Six Months
                                                                 Ended June 30,                   Ended June 30,
                                                            2000             1999              2000             1999
                                                        --------------  ---------------   ---------------  ---------------
<S>                                                     <C>             <C>               <C>              <C>
Revenues                                                      $ 337.0          $ 305.3           $ 677.4          $ 603.7

Costs and expenses                                              241.2            226.1             486.3            447.1
Depreciation and amortization                                    31.7             27.8              63.3             55.3
                                                        --------------  ---------------   ---------------  ---------------

Income from operations                                           64.1             51.4             127.8            101.3

Interest expense                                                 (1.5)            (1.2)             (2.9)            (2.7)
Other income, net                                                 7.5             (0.9)             28.8              0.8
Equity in earnings of unconsolidated affiliates                   3.5              2.6               7.6              4.8
                                                        --------------  ---------------   ---------------  ---------------

Income before income taxes and minority interests                73.6             51.9             161.3            104.2
Income taxes                                                     26.4             18.6              57.9             37.4
                                                        --------------  ---------------   ---------------  ---------------

Income before minority interests                                 47.2             33.3             103.4             66.8
Minority interests                                                                (0.1)                              (0.2)
                                                        --------------  ---------------   ---------------  ---------------

Net income                                                     $ 47.2           $ 33.4           $ 103.4           $ 67.0
                                                        ==============  ===============   ===============  ===============

Average common shares outstanding                                62.8             63.1              62.8             63.1
Diluted shares outstanding                                       64.6             64.8              64.5             64.7

Basic earnings per share                                       $ 0.75           $ 0.53            $ 1.65           $ 1.06
Diluted earnings per share                                     $ 0.73           $ 0.52            $ 1.60           $ 1.04
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       5

<TABLE>
<CAPTION>
                                DST Systems, Inc.
                 Condensed Consolidated Statement of Cash Flows
                                  (in millions)
                                   (unaudited)

                                                                               For the Six Months
                                                                                 Ended June 30,
                                                                            2000                 1999
                                                                      -----------------    -----------------
<S>                                                                   <C>                <C>
Cash flows -- operating activities:
Net income                                                                     $ 103.4               $ 67.0
                                                                      -----------------    -----------------

     Depreciation and amortization                                                63.3                 55.3
     Equity in earnings of unconsolidated affiliates                              (7.6)                (4.8)
     Net realized gain from sale of investments                                  (11.6)                (3.9)
     Deferred taxes                                                                2.2                  1.4
     Changes in accounts receivable                                              (12.0)                 6.7
     Changes in other current assets                                               4.0                  2.2
     Changes in accounts payable and accrued liabilities                           2.6                (33.0)
     Other, net                                                                    0.6                 (4.1)
                                                                      -----------------    -----------------
Total adjustments to net income                                                   41.5                 19.8
                                                                      -----------------    -----------------
     Net                                                                         144.9                 86.8
                                                                      -----------------    -----------------

Cash flows -- investing activities:
Proceeds from sale of investments                                                 30.0                 11.3
Investments and advances to unconsolidated affiliates                            (57.6)               (11.7)
Capital expenditures                                                             (76.2)               (55.6)
Other, net                                                                        (1.7)                 7.9
                                                                      -----------------    -----------------
     Net                                                                        (105.5)               (48.1)
                                                                      -----------------    -----------------

Cash flows -- financing activities:
Proceeds from issuance of common stock                                            19.4                  8.6
Proceeds from issuance of long-term debt                                                               11.5
Principal payments on long-term debt                                              (5.8)                (7.9)
Net increase (decrease) in revolving credit
     facilities and notes payable                                                 22.1                (12.4)
Common stock repurchased                                                         (77.1)                (7.2)
Other, net                                                                                             (0.6)
                                                                      -----------------    -----------------
     Net                                                                         (41.4)                (8.0)
                                                                      -----------------    -----------------

Net increase (decrease) in cash and cash equivalents                              (2.0)                30.7
Cash and cash equivalents at beginning of period                                  89.0                 28.1
                                                                      -----------------    -----------------

Cash and cash equivalents at end of period                                      $ 87.0               $ 58.8
                                                                      =================    =================
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       6

                                DST Systems, Inc.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

1.  Summary of Accounting Policies
The Condensed  Consolidated  Financial Statements of DST Systems, Inc. ("DST" or
the "Company") included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with accounting  principles generally accepted
in the United States have been  condensed or omitted  pursuant to such rules and
regulations,  although the Company believes that the disclosures are adequate to
enable a reasonable understanding of the information presented.  These Condensed
Consolidated Financial Statements should be read in conjunction with the audited
financial statements and the notes thereto for the year ended December 31, 1999.
Additionally,  the Condensed Consolidated Financial Statements should be read in
conjunction  with Item 2.  Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations included in this Form 10-Q.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  contain all  adjustments  (consisting  of normal  interim
closing  procedures)  necessary to present fairly the financial  position of the
Company and its  subsidiaries  at June 30, 2000 and December  31, 1999,  and the
results of operations for the three and six months ended June 30, 2000 and 1999,
and cash flows for the six months ended June 30, 2000 and 1999.

The results of operations  for the three and six months ended June 30, 2000, are
not necessarily indicative of the results to be expected for the full year 2000.

2.  USCS Merger Integration Costs

In December 1998, DST's management  approved plans which include  initiatives to
integrate the operations of certain DST and USCS  subsidiaries  and  consolidate
facilities.  Total accrued  integration  costs of $16.9 million were recorded in
the  fourth  quarter of 1998,  of which $0.7  million,  $12.8  million  and $3.4
million  related to the  Financial  Services,  Output  Solutions,  and  Customer
Management Segments, respectively.

The Company utilized $3.4 million and $3.5 million in the  three and  six months
ended June 30, 2000, respectively,  related to the accrued integration costs. Of
the remaining  accrued  integration costs of $1.4 million at June 30, 2000, $0.7
million and $0.7 million relate to the Output Solutions and Customer  Management
Segments, respectively.

The accrued  costs relate  primarily to employee  severance  benefits  which are
expected  to be  paid in 2000  and to  facilities  that  will be  closed.  Lease
payments on closed  facilities  and abandoned  equipment have terms which end in
2000 through  2003.  Five  locations  have been closed as of June 30, 2000.  The
remainder  will be closed in 2000 once  arrangements  have been made to  process
continuing  business  at  other  facilities.  The  costs  of  transitioning  the
continuing business have not been accrued.

DST expects  that other  integration  costs will be incurred in the future which
cannot be accrued under current accounting rules and are dependent on management
decisions.  Such costs could include,  among other things,  additional  employee
costs,  relocation  costs and  integration  costs of  moving to common internal
systems.  Although  precise  estimates  cannot  be  made,  management  does  not
believe  such  costs will  have  a  material  adverse effect  on  the Company's
consolidated results of operations, liquidity or financial position.


                                       7

3.  Investments

Investments are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      Carrying Value
                                                                            -----------------------------------
                                                          Ownership            June 30,         December 31,
                                                         Percentage              2000               1999
                                                     --------------------   ----------------   ----------------
Available-for-sale securities:
<S>                                                  <C>                    <C>                <C>
     Computer Sciences Corporation                           5%                     $ 644.7            $ 816.8
     State Street Corporation                                4%                       636.4              438.4
     Euronet Services Inc.                                   12%                       16.7               14.4
     Other available-for-sale securities                                               90.3               63.3
                                                                            ----------------   ----------------
                                                                                    1,388.1            1,332.9
                                                                            ----------------   ----------------

Unconsolidated affiliates:
     Boston Financial Data Services, Inc.                    50%                       56.0               48.3
     European Financial Data Services Limited                50%                       11.0                8.0
     Argus Health Systems, Inc.                              50%                        6.8                6.4
     Other unconsolidated affiliates                                                   45.1               34.8
                                                                            ----------------   ----------------
                                                                                      118.9               97.5
                                                                            ----------------   ----------------

Other:
     Net investment in leases                                                          17.7               16.0
     Other                                                                             32.3               31.3
                                                                            ----------------   ----------------
                                                                                       50.0               47.3
                                                                            ----------------   ----------------
Total investments                                                                 $ 1,557.0          $ 1,477.7
                                                                            ================   ================
</TABLE>

Certain information related to the Company's available-for-sale securities is as
follows (in millions):

                                              June 30,         December 31,
                                                2000               1999
                                          -----------------  -----------------

Cost                                               $ 480.4            $ 456.5
Gross unrealized gains                               911.6              877.9
Gross unrealized losses                               (3.9)              (1.5)
                                          -----------------  -----------------
Market value                                     $ 1,388.1          $ 1,332.9
                                          =================  =================


                                       8


The following table summarizes equity in earnings (losses) of unconsolidated
affiliates (in millions):

<TABLE>
<CAPTION>
                                                           For the Three Months              For the Six Months
                                                              Ended June 30,                   Ended June 30,
                                                          2000             1999             2000            1999
                                                       ------------    -------------    -------------   -------------

<S>                                                    <C>             <C>              <C>              <C>
Boston Financial Data Services, Inc.                        $  3.7          $  2.3           $  7.7           $ 5.0
European Financial Data Services Limited                      (0.2)           (0.5)             0.1            (1.9)
Argus Health Systems, Inc.                                     0.2             0.8              0.4             1.7
Other                                                         (0.2)                            (0.6)
                                                       ------------    -------------    -------------   -------------
                                                             $ 3.5           $ 2.6            $ 7.6           $ 4.8
                                                       ============    =============    =============   =============
</TABLE>

4.  Earnings Per Share and Comprehensive Income

Earnings per share.  The computation of basic and diluted  earnings per share is
as follows (in millions, except per share amounts):

<TABLE>
<CAPTION>
                                                             For the Three Months                For the Six Months
                                                                Ended June 30,                     Ended June 30,
                                                             2000             1999              2000             1999
                                                         -------------    -------------     -------------    -------------
<S>                                                      <C>              <C>               <C>              <C>
Net income                                                     $ 47.2           $ 33.4           $ 103.4           $ 67.0
                                                         =============    =============     =============    =============

Average common shares outstanding                                62.8             63.1              62.8             63.1
Incremental shares from assumed
  conversions of stock options                                    1.8              1.7               1.7              1.6
                                                         -------------    -------------     -------------    -------------

Diluted potential common shares                                  64.6             64.8              64.5             64.7
                                                         =============    =============     =============    =============

Basic earnings per share                                       $ 0.75           $ 0.53            $ 1.65           $ 1.06
Diluted earnings per share                                     $ 0.73           $ 0.52            $ 1.60           $ 1.04
</TABLE>

                                       9


Comprehensive income.  Components of comprehensive income consist of the
following (in millions):

<TABLE>
<CAPTION>
                                                            For the Three Months               For the Six Months
                                                               Ended June 30,                    Ended June 30,
                                                            2000            1999              2000            1999
                                                        --------------  -------------     --------------  --------------

<S>                                                     <C>             <C>               <C>             <C>
Net income                                                     $ 47.2         $ 33.4            $ 103.4          $ 67.0
                                                        --------------  -------------     --------------  --------------
Other comprehensive income:
  Unrealized gains (losses) on investments:
    Unrealized holding gains (losses) arising
      during the period                                          15.3          140.4               43.0           134.3
    Less reclassification adjustments for gains
      included in net income                                     (4.0)          (0.6)             (11.6)           (3.9)
  Foreign currency translation adjustments                       (2.1)          (2.4)              (2.9)           (1.7)
  Deferred income taxes                                          (4.3)         (54.6)             (12.3)          (50.9)
                                                        --------------  -------------     --------------  --------------
    Other comprehensive income                                    4.9           82.8               16.2            77.8
                                                        --------------  -------------     --------------  --------------
Comprehensive income                                           $ 52.1        $ 116.2            $ 119.6         $ 144.8
                                                        ==============  =============     ==============  ==============
</TABLE>


5.  Segment Information

The  Company  has  several  operating  business  units that offer  sophisticated
information processing and software services and products.  These business units
are reported as three operating segments (Financial  Services,  Output Solutions
and Customer Management). In addition, certain investments in equity securities,
financial interests and real estate holdings are reflected in an Investments and
Other Segment.  The Company  evaluates the  performance of its segments based on
income before income taxes, non-recurring items and interest expense.

Summarized  financial  information  concerning  the  segments  is  shown  in the
following tables (in millions):

                                       10

<TABLE>
<CAPTION>
                                                                   Three Months Ended June 30, 2000
                                       ------------------------------------------------------------------------------------------
                                        Financial        Output        Customer     Investments/                   Consolidated
                                         Services      Solutions      Management       Other        Eliminations       Total
                                       -------------  -------------  -------------  -------------   -------------  --------------

<S>                                     <C>            <C>             <C>            <C>            <C>            <C>
Revenues                                    $ 155.2        $ 128.1         $ 51.3          $ 2.4     $                   $ 337.0
Intersegment revenues                           0.4           13.5                           5.8           (19.7)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              155.6          141.6           51.3            8.2           (19.7)          337.0

Costs and expenses                             94.7          118.4           42.4            5.4           (19.7)          241.2
Depreciation and amortization                  17.2            8.6            3.9            2.0                            31.7
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                         43.7           14.6            5.0            0.8                            64.1
Other income, net                               1.3                                          6.2                             7.5
Equity in earnings (losses) of
     unconsolidated affiliates                  3.7                                         (0.2)                            3.5
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                        $ 48.7         $ 14.6          $ 5.0          $ 6.8     $                    $ 75.1
                                       =============  =============  =============  =============   =============  ==============

                                                                   Three Months Ended June 30, 1999
                                       ------------------------------------------------------------------------------------------
                                        Financial        Output        Customer     Investments/                   Consolidated
                                         Services      Solutions      Management       Other        Eliminations       Total
                                       -------------  -------------  -------------  -------------   -------------  --------------

Revenues                                    $ 138.0        $ 111.8         $ 52.3          $ 3.2     $                   $ 305.3
Intersegment revenues                           0.3           13.1                           5.3           (18.7)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              138.3          124.9           52.3            8.5           (18.7)          305.3

Costs and expenses                             91.1          104.7           44.9            4.1           (18.7)          226.1
Depreciation and amortization                  14.6            7.9            3.4            1.9                            27.8
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                         32.6           12.3            4.0            2.5                            51.4
Other income, net                              (2.7)           0.2           (0.1)           1.7                            (0.9)
Equity in earnings of
     unconsolidated affiliates                  2.6                                                                          2.6
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                        $ 32.5         $ 12.5          $ 3.9          $ 4.2     $                    $ 53.1
                                       =============  =============  =============  =============   =============  ==============
</TABLE>



                                       11

<TABLE>
<CAPTION>
                                                                    Six Months Ended June 30, 2000
                                       ------------------------------------------------------------------------------------------
                                        Financial        Output        Customer     Investments/                   Consolidated
                                         Services      Solutions      Management       Other        Eliminations       Total
                                       -------------  -------------  -------------  -------------   -------------  --------------

<S>                                     <C>            <C>             <C>            <C>            <C>            <C>
Revenues                                    $ 302.5        $ 269.9        $ 100.0          $ 5.0     $                   $ 677.4
Intersegment revenues                           0.9           26.9                          11.4           (39.2)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              303.4          296.8          100.0           16.4           (39.2)          677.4

Costs and expenses                            189.2          241.7           84.5           10.1           (39.2)          486.3
Depreciation and amortization                  34.7           16.5            8.0            4.1                            63.3
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                         79.5           38.6            7.5            2.2                           127.8
Other income, net                               2.1                                         26.7                            28.8
Equity in earnings (losses) of
     unconsolidated affiliates                  8.1                                         (0.5)                            7.6
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                        $ 89.7         $ 38.6          $ 7.5         $ 28.4     $                   $ 164.2
                                       =============  =============  =============  =============   =============  ==============

                                                                    Six Months Ended June 30, 1999
                                       ------------------------------------------------------------------------------------------
                                        Financial        Output        Customer     Investments/                   Consolidated
                                         Services      Solutions      Management       Other        Eliminations       Total
                                       -------------  -------------  -------------  -------------   -------------  --------------

Revenues                                    $ 272.2        $ 225.0        $ 100.5          $ 6.0     $                   $ 603.7
Intersegment revenues                           0.7           25.8                          10.7           (37.2)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              272.9          250.8          100.5           16.7           (37.2)          603.7

Costs and expenses                            181.6          207.8           86.5            8.4           (37.2)          447.1
Depreciation and amortization                  29.5           15.0            7.0            3.8                            55.3
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                         61.8           28.0            7.0            4.5                           101.3
Other income, net                              (2.4)           0.3           (0.2)           3.1                             0.8
Equity in earnings (losses) of
     unconsolidated affiliates                  4.8            0.1                          (0.1)                            4.8
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                        $ 64.2         $ 28.4          $ 6.8          $ 7.5     $                   $ 106.9
                                       =============  =============  =============  =============   =============  ==============
</TABLE>

The  consolidated  total income before interest and income taxes as shown in the
segment  reporting  information  above less interest expense of $1.5 million and
$2.9 million for the three and six months ended June 30, 2000, respectively, and
$1.2  million and $2.7 million for the three and six months ended June 30, 1999,
respectively,  is equal to the Company's income before income taxes and minority
interests on a consolidated basis for the corresponding periods.


                                       12


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The  discussions  set  forth  in this  Quarterly  Report  on Form  10-Q  contain
statements  concerning potential future events. Such forward-looking  statements
are based upon assumptions by the Company's  management,  as of the date of this
Quarterly Report,  including  assumptions about risks and uncertainties faced by
the Company. Readers can identify these forward-looking statements by the use of
such verbs as expects, anticipates, believes or similar verbs or conjugations of
such  verbs.  If any of  management's  assumptions  prove  incorrect  or  should
unanticipated circumstances arise, the Company's actual results could materially
differ  from  those  anticipated  by  such   forward-looking   statements.   The
differences  could be caused by a number of  factors or  combination  of factors
including, but not limited to, those factors identified in the Company's amended
Current Report on Form 8-K/A dated March 25, 1999, which is hereby  incorporated
by reference.  This report has been filed with the United States  Securities and
Exchange  Commission  ("SEC")  in  Washington,  D.C.  and  can  be  obtained  by
contacting the SEC's Public Reference Branch. Readers are strongly encouraged to
obtain and consider the factors  listed in the March 25, 1999 Current Report and
any amendments or  modifications  thereof when  evaluating  any  forward-looking
statements   concerning   the   Company.   The  Company   will  not  update  any
forward-looking  statements in this Quarterly Report to reflect future events or
developments.

The  information  contained  in this  Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations should be read in conjunction with
the Condensed  Consolidated  Financial  Statements and Notes thereto included in
this Form 10-Q and the audited  financial  statements  and notes  thereto in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

INTRODUCTION

The  Company  has  several  operating  business  units that offer  sophisticated
information processing and software services and products.  These business units
are reported as three operating segments (Financial  Services,  Output Solutions
and Customer Management). In addition, certain investments in equity securities,
financial interests and real estate holdings are reflected in an Investments and
Other Segment. A summary of each of the Company's segments follows:

Financial Services
The Financial Services Segment provides sophisticated information processing and
computer  software services and products  primarily to mutual funds,  investment
managers, insurance companies, banks, brokers and financial planners.

Output Solutions
The Output  Solutions  Segment provides  complete bill and statement  processing
services  and  solutions,   including  electronic  presentment,   which  include
generation of customized statements that are produced in sophisticated automated
facilities designed to minimize turnaround time and mailing costs.

Customer Management
The Customer Management Segment provides  sophisticated  customer management and
open  billing  solutions  to the  video/broadband,  direct  broadcast  satellite
("DBS"),  wireless,  wire-line  and  Internet-protocol  telephony,  Internet and
utility markets worldwide.

Investments and Other
The  Investments  and Other  Segment  holds  investments  in equity  securities,
certain  financial  interests,  the Company's real estate  subsidiaries  and the
Company's computer hardware leasing subsidiary.


                                       13


RESULTS OF OPERATIONS

The following table summarizes the Company's operating results (dollars in
millions, except per share amounts):

<TABLE>
<CAPTION>
                                                            Three Months                      Six Months
                                                           Ended June 30,                   Ended June 30,
                                                     ----------------------------    -----------------------------
Operating results                                        2000           1999             2000           1999
                                                     -------------  -------------    -------------  --------------

Revenues
<S>                                                  <C>            <C>              <C>            <C>
     Financial Services                                   $ 155.6        $ 138.3          $ 303.4         $ 272.9
     Output Solutions                                       141.6          124.9            296.8           250.8
     Customer Management                                     51.3           52.3            100.0           100.5
     Investments and Other                                    8.2            8.5             16.4            16.7
     Eliminations                                           (19.7)         (18.7)           (39.2)          (37.2)
                                                     -------------  -------------    -------------  --------------
                                                          $ 337.0        $ 305.3          $ 677.4         $ 603.7
                                                     =============  =============    =============  ==============
     % change from prior year periods                       10.4%          13.2%            12.2%           12.7%

Income from operations
     Financial Services                                    $ 43.7         $ 32.6           $ 79.5          $ 61.8
     Output Solutions                                        14.6           12.3             38.6            28.0
     Customer Management                                      5.0            4.0              7.5             7.0
     Investments and Other                                    0.8            2.5              2.2             4.5
                                                     -------------  -------------    -------------  --------------
                                                             64.1           51.4            127.8           101.3

Interest expense                                             (1.5)          (1.2)            (2.9)           (2.7)
Other income, net                                             7.5           (0.9)            28.8             0.8
Equity in earnings of unconsolidated
  affiliates, net of income taxes                             3.5            2.6              7.6             4.8
                                                     -------------  -------------    -------------  --------------
Income before income taxes and
  minority interests                                         73.6           51.9            161.3           104.2
     Income taxes                                            26.4           18.6             57.9            37.4
     Minority interests                                                     (0.1)                            (0.2)
                                                     -------------  -------------    -------------  --------------
Net income                                                 $ 47.2         $ 33.4          $ 103.4          $ 67.0
                                                     =============  =============    =============  ==============
Basic earnings per share                                   $ 0.75         $ 0.53           $ 1.65          $ 1.06
Diluted earnings per share                                 $ 0.73         $ 0.52           $ 1.60          $ 1.04
</TABLE>


Consolidated revenues

Consolidated revenues for the three and six months ended June 30, 2000 increased
$31.7 million and $73.7 million,  respectively,  which represents an increase of
10.4%  and  12.2%,  respectively,  over the  comparable  periods  in 1999.  U.S.
revenues  for the three and six months  ended June 30, 2000 were $296.6  million
and $599.3 million,  respectively, an increase of 12.9% and 15.1%, respectively,
over the same  periods  in 1999.  International  revenues  for the three and six
months ended June 30, 2000 were $40.4 million and $78.1 million, respectively, a
decrease of 4.9% and 6.1%, respectively, over the same periods in 1999.

Financial  Services Segment revenues for the three and six months ended June 30,
2000  increased  $17.3  million and $30.5  million,  respectively,  or 12.5% and
11.2%,  respectively,  over the same periods in 1999.  U.S.  Financial  Services
Segment  revenues  for the three and six months  ended June 30,  2000  increased
$18.9 million and $35.7 million, respectively, or 17.9% and 17.2%, respectively,
over the same  periods  in 1999,  primarily  from an  increase  in  mutual  fund
shareowner  accounts  processed.  U.S. mutual fund shareowner  accounts serviced
totaled  63.9  million  at June 30,  2000,  an  increase  of 13.3% from the 56.4
million  serviced  at  December  31, 1999 and an increase of 19.9% from the 53.3
million serviced at June 30, 1999.

                                       14

Output  Solutions  Segment  revenues for the three and six months ended June 30,
2000  increased  $16.7  million and $46.0  million,  respectively,  or 13.4% and
18.3%, respectively, over the same periods in 1999. Revenue growth resulted from
increased  volume of images  and  statements  produced  from  U.S.  mutual  fund
shareowner account growth,  and internal growth of existing customers  primarily
in  telecommunications.  Output Solutions  Segment images produced for the three
and six months ended June 30, 2000 increased 17.3% and 17.2%,  respectively,  to
1.8 billion and 3.6 billion, respectively, and statements mailed increased 15.2%
and 16.8%,  respectively,  to 450.2  million  and 934.9  million,  respectively,
compared to the same periods in 1999.

Customer Management Segment revenues for the three and six months ended June 30,
2000 decreased $1.0 million or 1.9% and $0.5 million or 0.5%, respectively, over
the same  periods in 1999,  as  processing  and  software  service  revenues and
equipment sales decreased.

Investments and Other Segment revenues  decreased $0.3 million for the three and
six months  ended June 30, 2000,  a decline of 3.5% and 1.8%,  respectively,  as
compared to the same  periods in 1999.  Segment  revenues are  primarily  rental
income for facilities  leased to the Company's  operating  segments and hardware
leasing activities.

Income from operations

Consolidated  income from operations for the three and six months ended June 30,
2000  increased  $12.7  million and $26.5  million,  respectively,  or 24.7% and
26.2%, respectively,  over same periods in 1999. U.S. income from operations for
the three and six  months  ended  June 30,  2000 was $55.4  million  and  $114.6
million,  respectively,  an increase of 27.6% and 32.0%, respectively,  over the
same periods in 1999. International income from operations for the three and six
months ended June 30, 2000 was $8.7 million and $13.2 million,  respectively, an
increase  of 8.7% and a decrease  of 9.0%,  respectively,  compared  to the same
periods in 1999.

Financial  Services  Segment income from operations for the three and six months
ended June 30, 2000 increased 34.0% or $11.1 million and 28.6% or $17.7 million,
respectively,  over the comparable prior year periods to $43.7 million and $79.5
million,  respectively.  This resulted in operating  margins of 28.1% and 26.2%,
respectively,  for the three and six months  ended June 30,  2000,  compared  to
23.6% and 22.6% for the comparable prior year periods. The increase in operating
margin resulted primarily from increases in U.S. revenues related to mutual fund
shareowner processing.

Output  Solutions  Segment  income from  operations for the three and six months
ended June 30, 2000 increased $2.3 million and $10.6 million,  respectively,  or
18.7% and 37.9%,  respectively,  over the same periods in 1999. Output Solutions
Segment  operating margin was 10.3% and 13.0%,  respectively,  for the three and
six months ended June 30, 2000 compared to 9.8% and 11.2%, respectively, for the
same periods in 1999. The  improvement in the 2000 operating  margin results are
primarily from increased volume of images and statements produced.

Customer Management Segment income from operations totaled $5.0 million and $7.5
million  for the three and six months  ended  June 30,  2000,  respectively,  an
increase of 25.0% and 7.1% over the  comparable  prior year  periods.  Operating
margins  were 9.7% and 7.5% for the three and six months  ended  June 30,  2000,
respectively, compared to 7.6% and 7.0% for the comparable prior year periods.

Investments  and Other Segment income from  operations was $0.8 million and $2.2
million  for the three and six months  ended  June 30,  2000,  respectively,  as
compared  to $2.5  million and $4.5  million for the three and six months  ended
June 30, 1999, respectively.


                                       15


Interest expense

Interest  expense totaled $1.5 million and $2.9 million,  respectively,  for the
three and six months ended June 30, 2000, an increase from $1.2 million and $2.7
million recorded in the comparable  periods in 1999.  Average interest rates and
borrowings were higher in 2000 compared to 1999.

Other income, net

Other  income was $7.5  million  and $28.8  million for the three and six months
ended June 30, 2000, respectively, an increase of $8.4 million and $28.0 million
over the  comparable  periods in 1999. The increases are  principally  from $4.4
million  and  $12.0  million  in  pre-tax  gains on sales of  available-for-sale
securities  during the three and six months ended June 30,  2000,  respectively,
higher  levels of interest  and  dividend  income,  and a $10.8  million  pretax
settlement of a legal dispute  related to a former  equity  investment  that was
received during the first quarter of 2000. The settlement agreement resolves all
outstanding  issues  related to this former equity  investment.  Included in the
1999 results were $2.9 million of losses on equipment dispositions.

Equity in earnings of unconsolidated affiliates

Equity in earnings of  unconsolidated  affiliates  totaled $3.5 million and $7.6
million  for the three and six months  ended  June 30,  2000,  respectively,  as
compared  to $2.6  million and $4.8  million for the three and six months  ended
June 30,  1999.  Increased  earnings  were  recorded  at Boston  Financial  Data
Services from higher levels of mutual fund activity. The Company recorded losses
from  European  Financial  Data  Services  (EFDS) of $0.2  million for the three
months  ended June 30,  2000,  a reduction  from $0.5  million of losses for the
three months ended June 30, 1999.  The Company  recorded  earnings  from EFDS of
$0.1 million for the six months  ended June 30, 2000,  as compared to a recorded
loss of $1.9 million for the six months ended June 30, 1999.  EFDS earnings were
positively  affected by higher levels of accounts serviced,  offset by continued
system  development  and  conversion  costs  for  FAST(TM),  both of which  will
continue  throughout  the remainder of 2000.  Earnings from Argus Health Systems
for the three and six months ended June 30, 2000  decreased  from the prior year
periods primarily from increased data processing costs and depreciation charges.

Income taxes

The Company's  effective tax rates were  essentially  unchanged  from prior year
rates.  The 2000 and 1999 tax rates were  affected by tax  benefits  relating to
certain   international   operations  and  recognition  of  state  tax  benefits
associated with income apportionment rules.

                          Business Segment Comparisons

FINANCIAL SERVICES SEGMENT

Revenues
Financial  Services Segment revenues for the three and six months ended June 30,
2000 increased 12.5% and 11.2%,  respectively,  over the same periods in 1999 to
$155.6 million and $303.4 million, respectively. U.S. Financial Services revenue
increased  17.9% to $124.3 million and 17.2% to $243.5 million for the three and
six months  ended June 30,  2000,  respectively.  U.S.  mutual  fund  processing
revenues  for the three and six months ended June 30, 2000  increased  16.4% and
17.7%, respectively, over the prior year periods as shareowner accounts serviced
increased  19.9% from 53.3  million at June 30, 1999 to 63.9 million at June 30,
2000. U.S. Automated Work Distributor ("AWD") product revenues for the three and
six months ended June 30, 2000 increased 32.9% and 17.8%, respectively, over the
same periods in the prior year primarily due to an increase in the number of AWD
workstations licensed.

                                       16

Financial Services Segment revenues from international  operations for the three
and six months ended June 30, 2000  decreased  4.9% to $31.3 million and 8.0% to
$59.9 million,  respectively. The revenue decrease resulted primarily from lower
professional  service revenues  partially  offset by increased  software license
revenues,  Canadian mutual fund shareowner processing revenues and international
AWD software maintenance revenues.

Costs and expenses
Segment  costs and  expenses  for the three and six months  ended June 30,  2000
increased 4.2% to $94.7 million and 4.2% to $189.2 million,  respectively,  over
the  comparable  periods in 1999.  Personnel  costs for the three and six months
ended June 30, 2000, increased 5.0% and 4.7%, respectively,  over the comparable
prior  year  periods as a result of  increased  staff  levels to support  volume
growth.

Depreciation and amortization
Segment depreciation and amortization  increased 17.8% or $2.6 million and 17.6%
or $5.2 million for the three and six months ended June 30, 2000,  respectively,
over the comparable  periods in 1999. The increase is primarily  attributable to
amortization of capitalized software development costs.

Income from operations
Segment income from  operations for the three and six months ended June 30, 2000
increased 34.0% to $43.7 million and 28.6% to $79.5 million, respectively,  over
the comparable prior year periods.  The Segment's  operating  margins were 28.1%
and 26.2% for the three and six months  ended June 30,  2000,  respectively,  as
compared  to 23.6% and 22.6% for the three and six months  ended June 30,  1999,
respectively.  The increases in Financial Services Segment operating margins are
primarily a result of increased U.S. revenues.


OUTPUT SOLUTIONS SEGMENT

Revenues
Output  Solutions  Segment  revenues for the three and six months ended June 30,
2000  increased   13.4%  to  $141.6   million  and  18.3%  to  $296.8   million,
respectively,  as  compared to the same  periods in 1999.  The growth in segment
revenue was derived  primarily  from an increase in the volume of statements and
images produced from U.S.  mutual fund shareowner  growth and internal growth of
existing customers, primarily in telecommunications.

Costs and expenses
Segment  costs and  expenses  for the three and six months  ended June 30,  2000
increased  13.1% to $118.4  million and 16.3% to $241.7  million,  respectively,
over the comparable  prior year periods.  Personnel  costs for the three and six
months ended June 30, 2000  increased  15.7% and 16.1%,  respectively,  over the
comparable  prior year periods as a result of increased  staff levels to support
volume growth and costs relating  primarily to ongoing  product  development and
integration costs to standardize facilities and systems.

Depreciation and amortization
Segment  depreciation  and  amortization for the three and six months ended June
30,  2000   increased   8.9%  to  $8.6  million  and  10.0%  to  $16.5  million,
respectively,  as  compared  to the same  periods in 1999  related to  increased
capital costs to support revenue growth.

Income from operations
The  increase  in the  Segment's  income from  operations  for the three and six
months ended June 30, 2000 of $2.3 million or 18.7% and $10.6  million or 37.9%,
respectively,  over  the  same  periods  in 1999 is  primarily  attributable  to
increased  volumes for images and statements.  The Segment's  operating  margins
were  10.3%  and  13.0%  for the  three  and six  months  ended  June 30,  2000,
respectively,  as compared to 9.8% and 11.2% for the three and six months  ended
June 30, 1999, respectively.

                                       17

CUSTOMER MANAGEMENT SEGMENT

Revenues
Customer Management Segment revenues for the three and six months ended June 30,
2000 decreased 1.9% to $51.3 million and 0.5% to $100.0  million,  respectively,
as  compared to the three and six months  ended June 30,  1999.  Processing  and
software  service  revenues  decreased to $47.2  million and  increased to $93.3
million for the three and six months  ended June 30,  2000,  respectively,  from
$47.5  million  and $92.4  million  for the three and six months  ended June 30,
1999,  respectively.  Equipment sales decreased to $4.1 million and $6.7 million
for the  three and six  months  ended  June 30,  2000,  respectively,  from $4.8
million  and $8.1  million  for the three and six months  ended  June 30,  1999,
respectively.

Costs and expenses
Segment  costs and  expenses  for the three and six months  ended June 30,  2000
decreased  $2.5  million  or 5.6%,  and  $2.0  million  or  2.3%,  respectively,
primarily  attributable  to  management of personnel  costs and lower  equipment
costs  related  to  sales  to  customers   offset  by  increased   international
operations.

Depreciation and amortization
Segment  depreciation  and  amortization for the three and six months ended June
30, 2000 increased 14.7% and 14.3%, respectively, compared to the same period in
1999. The increase is related primarily to product development.

Income from operations
Segment income from  operations for the three and six months ended June 30, 2000
increased  $1.0  million  and $0.5  million,  respectively,  or 25.0%  and 7.1%,
respectively,  compared to the prior year  periods,  resulting  in an  operating
margin  of 9.7% and 7.5% for the  three  and six  months  ended  June 30,  2000,
respectively,  as compared  to 7.6% and 7.0% for the three and six months  ended
June 30, 1999, respectively.

INVESTMENTS AND OTHER SEGMENT

Revenues
Investments  and Other Segment  revenues  totaled $8.2 million and $16.4 million
for the three and six months  ended June 30,  2000,  respectively,  a decline of
$0.3  million as  compared to prior year  periods.  The  decrease  is  primarily
attributable to a decline in the Company's hardware leasing activities partially
offset by an increase in real estate revenues.

Costs and expenses
Investments and Other Segment costs and expenses  increased in the three and six
months  ended June 30,  2000,  respectively,  as  compared  to the three and six
months ended June 30, 1999,  respectively,  primarily as a result of  additional
real estate activities.

Depreciation and amortization
Depreciation  and  amortization  increased $0.1 million and $0.3 million for the
three and six months ended June 30, 2000, respectively, over the same periods in
1999, as a result of increased  depreciation  related to additional  real estate
activities.

Income from operations
The segment's  income from operations  totaled $0.8 million and $2.2 million for
the three and six months ended June 30, 2000, respectively,  as compared to $2.5
million  and $4.5  million  for the three and six months  ended  June 30,  1999,
respectively.


                                       18


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flow from operating activities totaled $144.9 million for the
six months  ended June 30, 2000.  Operating  cash flows for the six months ended
June 30,  2000 were  primarily  impacted  by net  income of $103.4  million  and
depreciation and amortization of $63.3 million.

Cash flows used in  investing  activities  totaled  $105.5  million  for the six
months ended June 30, 2000.  The Company  expended  $76.2 million during the six
months ended June 30, 2000 for capital  additions.  Investments  and advances to
unconsolidated  affiliates  totaled $57.6  million.  During the six months ended
June 30, 2000,  the Company  received $30.0 million from the sale of investments
in available-for-sale securities.

Cash flows used in financing activities totaled $41.4 million for the six months
ended June 30, 2000.  The Company also  received  proceeds  from the exercise of
stock  options of $19.4  million  for the six months  ended June 30,  2000.  The
Company  maintains  $110  million in bank lines of credit  for  working  capital
requirements and general corporate purposes,  of which $50 million matures March
2001 and $60 million matures May 2001. The Company also maintains a $125 million
revolving credit facility with a syndicate of U.S. and international banks which
is available  through  December  2001.  Net  borrowings  under these  facilities
totaled  $16.3  million for the six months ended June 30, 2000,  bringing  total
borrowings under these facilities to $37.0 million.

During the six months ended June 30, 2000, DST purchased 1,195,000 shares of its
common stock under its previously  announced share repurchase programs for $77.1
million.  The shares  purchased will be utilized for DST's stock award and stock
option  programs and general  corporate  purposes.  As of June 30, 2000, DST has
purchased 2,035,000 shares since the programs commenced.

During the fourth quarter 1999 and the first quarter 2000,  the Company  entered
into forward stock  purchase  agreements for the repurchase of up to 4.0 million
shares of its common stock as a means of securing  potentially  favorable prices
for future  purchases  of its stock.  During the six months ended June 30, 2000,
457,500  shares were  purchased by the Company under these  agreements for $28.3
million.  As of June  30,  2000,  the cost to  settle  the  agreements  would be
approximately  $221  million  for  3.5  million  shares  of  common  stock.  The
agreements  allow the Company to elect net cash or net share settlement in lieu
of physical  settlement of the shares through September 2002.

The Company  believes that its existing cash balances and other current  assets,
together  with cash  provided by operating  activities  and, as  necessary,  the
Company's  bank  and  revolving  credit  facilities,  will  suffice  to meet the
Company's operating and debt service  requirements and other current liabilities
for at least the next 12 months.  Further,  the Company believes that its longer
term liquidity and capital  requirements  will also be met through cash provided
by operating  activities  and bank credit  facilities,  as well as the Company's
$125 million revolving credit facility described above.

OTHER

Comprehensive  income. The Company's  comprehensive income totaled $52.1 million
and  $119.6  million  for  the  three  and  six  months  ended  June  30,  2000,
respectively,  as compared to $116.2 million and $144.8  million,  respectively,
for the three and six months ended June 30, 1999.  Comprehensive income consists
of net income of $47.2  million  and  $103.4  million,  respectively,  and other
comprehensive  income of $4.9 million and $16.2 million,  respectively,  for the
three and six months  ended June 30, 2000,  and net income of $33.4  million and
$67.0 million, respectively, and other comprehensive income of $82.8 million and
$77.8 million,  respectively,  for the three and six months ended June 30, 1999.
Other   comprehensive   income   consists  of  unrealized   gains   (losses)  on
available-for-sale  securities,  net of deferred  taxes,  reclassifications  for
gains included in net income and foreign currency translation adjustments.

                                       19

USCS Merger Integration Costs. In December 1998, DST's management approved plans
which include  initiatives  to integrate the  operations of certain DST and USCS
subsidiaries and consolidate certain facilities. Total accrued integration costs
of $16.9  million  were  recorded in the fourth  quarter of 1998,  of which $0.7
million,  $12.8  million and $3.4  million  related to the  Financial  Services,
Output Solutions, and Customer Management Segments, respectively.

The Company utilized $3.4 million and $3.5 million in the  three and  six months
ended June 30, 2000, respectively,  related to the accrued integration costs. Of
the remaining  accrued  integration costs of $1.4 million at June 30, 2000, $0.7
million and $0.7 million relate to the Output Solutions and Customer  Management
Segments, respectively.

The accrued  costs relate  primarily to employee  severance  benefits  which are
expected  to be  paid in 2000  and to  facilities  that  will be  closed.  Lease
payments on closed  facilities  and abandoned  equipment have terms which end in
2000 through  2003.  Five  locations  have been closed as of June 30, 2000.  The
remainder  will be closed in 2000 once  arrangements  have been made to  process
continuing  business  at  other  facilities.  The  costs  of  transitioning  the
continuing business have not been accrued.

DST expects  that other  integration  costs will be incurred in the future which
cannot be accrued under current accounting rules and are dependent on management
decisions.  Such costs could include,  among other things,  additional  employee
costs,  relocation  costs and  integration  costs of  moving to common internal
systems.  Although  precise  estimates  cannot  be  made,  management  does  not
believe  such  costs will  have  a  material  adverse effect  on  the Company's
consolidated results of operations, liquidity or financial position.

Seasonality.   Generally,   the  Company  does  not  have  significant  seasonal
fluctuations  in its  business  operations.  Processing  and output  volumes for
mutual fund customers are usually  highest during the quarter ended March 31 due
primarily  to  processing  year-end  transactions  and  printing  and mailing of
year-end  statements and tax forms during January.  The Company has historically
added  operating  equipment  in the  last  half of the year in  preparation  for
processing  year-end  transactions  which has the effect of increasing costs for
the second half of the year. Software license revenues and operating results are
dependent upon the timing, size, and terms of the license.



                                       20


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

In the  operations of its  businesses,  the Company's  financial  results can be
affected by changes in equity  pricing,  interest  rates and  currency  exchange
rates. Changes in interest rates and exchange rates have not materially impacted
the consolidated financial position,  results of operations or cash flows of the
Company.  Changes  in equity  values  of the  Company's  investments  have had a
material effect on the Company's comprehensive income and financial position.

Available-for-sale equity price risk
The Company's investments in available-for-sale equity securities are subject to
price risk. The fair value of the Company's available-for-sale investments as of
June 30, 2000 was approximately $1.4 billion. The impact of a 10% change in fair
value of these investments would be approximately $89.0 million to comprehensive
income. As discussed under "Comprehensive Income" above, net unrealized gains on
the Company's investments in  available-for-sale  securities have had a material
effect on the Company's comprehensive income and financial position.

Interest rate risk
At June 30,  2000,  the Company had $80.2  million of long-term  debt,  of which
$51.1 million was subject to variable interest rates (Federal Funds rates, LIBOR
rates, Prime rates). The Company estimates that a 10% increase in interest rates
would not be material to the Company's  consolidated  pretax  earnings or to the
fair value of its debt.

Foreign currency exchange rate risk
The operation of the Company's  subsidiaries in international markets results in
exposure to movements  in currency  exchange  rates.  The  principal  currencies
involved are the British pound, Canadian dollar, and Australian dollar. Currency
exchange  rate  fluctuations  have  not  historically  materially  affected  the
consolidated financial results of the Company.

The  Company's  international   subsidiaries  use  the  local  currency  as  the
functional  currency.  The  Company  translates  all assets and  liabilities  at
year-end  exchange rates and income and expense accounts at average rates during
the  year.  While it is  generally  not the  Company's  practice  to enter  into
derivative  contracts,  from time to time the  Company and its  subsidiaries  do
utilize forward foreign  currency  exchange  contracts to minimize the impact of
currency movements.


                                       21


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is from time to time a party to  litigation  arising in the ordinary
course  of  its  business.  Currently,  there  are  no  legal  proceedings  that
management  believes would have a material  adverse effect upon the consolidated
results of operations or financial condition of the Company.

Item 2.  Changes in Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 9, 2000.  Proxies for
the meeting were solicited pursuant to Regulation 14A; there was no solicitation
in  opposition  to  management's  nominees for directors as listed in such Proxy
Statement and all such nominees were elected.  Listed below is each matter voted
on at the Company's Annual Meeting.  Each of these matters is fully described in
the  Company's  Definitive  Proxy  Statement  dated March 30,  2000.  A total of
58,960,371  shares  of Common  Stock,  or 94.0% of the  shares  of Common  Stock
outstanding on the record date, were present in person or by proxy at the annual
meeting. These shares were voted on the following matters as follows:

1)   Election of three directors for terms ending in 2003:

                      James C. Castle          Thomas A.           William C.
                                              McCullough             Nelson
                      ----------------     ----------------     ----------------

     For                   57,192,728           58,644,194           58,662,309
     Withheld               1,767,643              316,177              298,062
                      ----------------     ----------------     ----------------
     Total                 58,960,371           58,960,371           58,960,371
                      ================     ================     ================

The terms of office of  Directors  A.  Edward  Allinson,  George L.  Argyros and
Michael G. Fitt will continue until the Annual Meeting of  Stockholders in 2001.
The terms of office of Directors Thomas A. McDonnell and M. Jeannine  Strandjord
will continue until the Annual Meeting of Stockholders in 2002.

2)   Approval of DST Employee Stock Purchase Plan:

     For                           53,071,719
     Against                          245,200
     Withheld                          59,090
     Broker Non-votes               5,584,362
                              ----------------
     Total                         58,960,371
                              ================



                                       22



3)   Amendment of Certificate of Incorporation to increase Authorized Capital
     Stock:

     For                           47,691,634
     Against                        5,767,368
     Withheld                       5,501,369
                              ----------------
     Total                         58,960,371
                              ================

4)  Approval of amendment of DST Stock Option Plan to increase Authorized
    Shares:

     For                           37,713,543
     Against                       10,344,976
     Withheld                       5,252,255
     Broker Non-votes               5,649,597
                              ----------------
     Total                         58,960,371
                              ================

Based upon votes required for approval, each of these matters passed.

If a stockholder  desires to have a proposal  included in DST's Proxy  Statement
for next year's annual meeting of stockholders,  the Corporate  Secretary of DST
must receive such proposal on or before November 30, 2000, and the proposal must
comply with the applicable SEC  regulations and with the procedures set forth in
DST's by-laws.


                                       23


Item 5.  Other Information

The following table presents operating data for the Company's operating business
segments:

<TABLE>
<CAPTION>
                                                                  June 30,         December 31,
                                                                    2000               1999
                                                               ---------------    ---------------

Financial Services Operating Data
Mutual fund shareowner accounts processed (millions)
<S>                                                            <C>                <C>
  U.S.                                                                   63.9               56.4
  Canada                                                                  3.3                2.4
  United Kingdom (1)                                                      2.5                2.0
TRAC-2000 mutual fund accounts (millions) (2)                             4.4                3.4
TRAC-2000 participants (millions)                                         1.4                1.3
IRA mutual fund accounts (millions) (2)                                  15.9               14.0
Portfolio Accounting System portfolios                                  1,991              1,988
Automated Work Distributor workstations                                65,600             57,700


Customer Management Operating Data
Video/broadband/satellite TV subscribers processed (millions)            41.5               39.1


                                                                      For the Six Months
                                                                        Ended June 30,
                                                                    2000               1999
                                                               ---------------    ---------------
Output Solutions Operating Data
Images produced (millions)                                              1,771              1,510
Items mailed (millions)                                                   450                391


(1) Processed by EFDS, an unconsolidated affiliate of the Company
(2) Included in U.S. mutual fund shareowner accounts processed
</TABLE>



                                       24


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

     Exhibit Number        Document
     27.1                  Financial Data Schedule

(b)      Reports on Form 8-K:

     The Company  filed under Item 5 of Form 8-K, the  Company's  Form 8-K dated
     April 20, 2000,  reporting the  announcement  of financial  results for the
     quarter ended March 31, 2000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized, and in the capacities indicated, on August 14, 2000.

DST Systems, Inc.

/s/ Kenneth V. Hager
---------------------------------------------
Kenneth V. Hager
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)


                                       25


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