DST SYSTEMS INC
10-Q, 2000-11-14
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 September 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
                              September 30, 2000:
                    Common Stock $.01 par value - 124,862,590


                                        1


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

                                                                            Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Introductory Comments                                                 3

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

         Condensed Consolidated Statement of Income -
         Three and Nine Months Ended September 30, 2000 and 1999               5

         Condensed Consolidated Statement of Cash Flows -
         Nine Months Ended September 30, 2000 and 1999                         6

         Notes to Condensed Consolidated Financial Statements               7-11

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         12-19

Item 3.  Quantitative and Qualitative Disclosures about Market Risk           20


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                    21

Item 2.  Changes in Securities                                                21

Item 3.  Defaults Upon Senior Securities                                      21

Item 4.  Submission of Matters to a Vote of Security Holders                  21

Item 5.  Other Information                                                    22

Item 6.  Exhibits and Reports on Form 8-K                                     23


SIGNATURES                                                                    23


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
                               September 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 of  America  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 nine months  ended  September  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)
                                                                    September 30,    December 31,
                                                                         2000            1999
                                                                    -------------    ------------
 <S>                                                                <C>              <C>
 ASSETS
 Current assets
     Cash and cash equivalents                                            $ 67.8          $ 89.0
     Accounts receivable                                                   321.0           320.6
     Other current assets                                                   48.8            54.9
                                                                     -----------      ----------
                                                                           437.6           464.5
 Investments                                                             1,730.9         1,477.7
 Properties                                                                363.6           338.7
 Intangibles and other assets                                               51.3            45.4
                                                                     -----------      ----------
          Total assets                                                 $ 2,583.4       $ 2,326.3
                                                                     ===========      ==========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities
     Debt due within one year                                             $ 16.2          $ 18.4
     Accounts payable                                                       76.5            93.7
     Accrued compensation and benefits                                      62.6            57.9
     Deferred revenues and gains                                            33.2            44.1
     Other liabilities                                                      64.9            71.7
                                                                     -----------      ----------
                                                                           253.4           285.8
 Long-term debt                                                             70.3            44.4
 Deferred income taxes                                                     528.3           452.2
 Other liabilities                                                          82.4            80.3
                                                                     -----------      ----------
                                                                           934.4           862.7
                                                                     -----------      ----------
 Commitments and contingencies
                                                                     -----------      ----------

 Stockholders' equity
     Common stock, $0.01 par; 300,000,000 shares authorized,
          127,633,278 shares issued                                          1.3             1.3
     Additional paid-in capital                                            440.1           453.5
     Retained earnings                                                     664.4           516.2
     Treasury stock (2,770,688 and 1,380,538 shares,
          respectively), at cost                                           (94.6)          (40.1)
     Accumulated other comprehensive income                                637.8           532.7
                                                                     -----------      ----------
          Total stockholders' equity                                     1,649.0         1,463.6
                                                                     -----------      ----------
          Total liabilities and stockholders' equity                   $ 2,583.4       $ 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 Nine Months
                                                             Ended September 30,                Ended September 30,
                                                            2000             1999              2000             1999
                                                        --------------  ---------------   ---------------  ---------------
<S>                                                     <C>             <C>               <C>              <C>
Revenues                                                      $ 335.5          $ 304.6         $ 1,012.9          $ 908.3

Costs and expenses                                              238.0            227.5             724.3            674.6
Depreciation and amortization                                    31.6             28.8              94.9             84.1
                                                        --------------  ---------------   ---------------  ---------------

Income from operations                                           65.9             48.3             193.7            149.6

Interest expense                                                 (1.6)            (1.2)             (4.5)            (3.9)
Other income, net                                                 3.4              4.2              32.2              5.0
Equity in earnings of unconsolidated affiliates                   2.2              1.5               9.8              6.3
                                                        --------------  ---------------   ---------------  ---------------

Income before income taxes and minority interests                69.9             52.8             231.2            157.0
Income taxes                                                     25.1             19.0              83.0             56.4
                                                        --------------  ---------------   ---------------  ---------------

Income before minority interests                                 44.8             33.8             148.2            100.6
Minority interests                                                                (0.1)                              (0.3)
                                                        --------------  ---------------   ---------------  ---------------

Net income                                                     $ 44.8           $ 33.9           $ 148.2          $ 100.9
                                                        ==============  ===============   ===============  ===============

Average common shares outstanding                               125.0            126.8             125.4            126.3
Diluted shares outstanding                                      129.5            130.3             129.2            129.7

Basic earnings per share                                       $ 0.36           $ 0.27            $ 1.18           $ 0.80
Diluted earnings per share                                     $ 0.35           $ 0.26            $ 1.15           $ 0.78
</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 Nine Months
                                                                                      Ended September 30,
                                                                                   2000                1999
                                                                              ----------------    ----------------
<S>                                                                           <C>                 <C>
Cash flows -- operating activities:
Net income                                                                            $ 148.2             $ 100.9
                                                                              ----------------    ----------------

     Depreciation and amortization                                                       94.9                84.1
     Equity in earnings of unconsolidated affiliates                                     (9.8)               (6.3)
     Net realized gain from sale of investments                                         (11.6)               (5.7)
     Deferred taxes                                                                       3.3                (2.9)
     Changes in accounts receivable                                                       0.1                (8.7)
     Changes in other current assets                                                      8.8                 4.4
     Changes in accounts payable and accrued liabilities                                 (6.0)                4.4
     Other, net                                                                           0.4                 2.9
                                                                              ----------------    ----------------
Total adjustments to net income                                                          80.1                72.2
                                                                              ----------------    ----------------
     Net                                                                                228.3               173.1
                                                                              ----------------    ----------------

Cash flows -- investing activities:
Proceeds from sale of investments                                                        30.0                14.8
Investments and advances to unconsolidated affiliates                                   (82.2)              (31.1)
Capital expenditures                                                                   (121.2)              (98.4)
Other, net                                                                               (1.1)               10.5
                                                                              ----------------    ----------------
     Net                                                                               (174.5)             (104.2)
                                                                              ----------------    ----------------

Cash flows -- financing activities:
Proceeds from issuance of common stock                                                   30.0                20.6
Proceeds from issuance of long-term debt                                                                     11.5
Principal payments on long-term debt                                                     (7.6)              (11.0)
Net increase in revolving credit facilities and notes payable                            29.4                 1.1
Common stock repurchased                                                               (126.9)              (22.4)
Other, net                                                                                0.1                (1.2)
                                                                              ----------------    ----------------
     Net                                                                                (75.0)               (1.4)
                                                                              ----------------    ----------------

Net increase (decrease) in cash and cash equivalents                                    (21.2)               67.5
Cash and cash equivalents at beginning of period                                         89.0                28.1
                                                                              ----------------    ----------------

Cash and cash equivalents at end of period                                             $ 67.8              $ 95.6
                                                                              ================    ================
</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 of America 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 September 30, 2000 and December 31, 1999,  and
the results of operations for the three and nine months ended September 30, 2000
and 1999, and cash flows for the nine months ended September 30, 2000 and 1999.

The results of  operations  for the three and nine months  ended  September  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 $0.5 million and $4.0 million in the three and nine months
ended  September  30,  2000,  respectively,  related to the accrued  integration
costs. At September 30, 2000, the remaining  accrued  integration  costs of $0.9
million relate primarily to the Output Solutions Segment.

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 September 30, 2000. The
remainder will be closed 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          September 30,      December 31,
                                                         Percentage              2000               1999
                                                     --------------------   ----------------   ----------------
Available-for-sale securities:
<S>                                                  <C>                    <C>                <C>
     State Street Corporation                                4%                     $ 780.6            $ 438.4
     Computer Sciences Corporation                           5%                       641.0              816.8
     Euronet Worldwide Inc.                                  11%                       13.2               14.4
     Other available-for-sale securities                                              112.4               63.3
                                                                            ----------------   ----------------
                                                                                    1,547.2            1,332.9
                                                                            ----------------   ----------------

Unconsolidated affiliates:
     Boston Financial Data Services, Inc.                    50%                       58.4               48.3
     European Financial Data Services Limited                50%                        9.5                8.0
     Argus Health Systems, Inc.                              50%                        6.9                6.4
     Other unconsolidated affiliates                                                   58.4               34.8
                                                                            ----------------   ----------------
                                                                                      133.2               97.5
                                                                            ----------------   ----------------

Other:
     Net investment in leases                                                          18.5               16.0
     Other                                                                             32.0               31.3
                                                                            ----------------   ----------------
                                                                                       50.5               47.3
                                                                            ----------------   ----------------
Total investments                                                                 $ 1,730.9          $ 1,477.7
                                                                            ================   ================
</TABLE>

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

                                             September 30,       December 31,
                                                  2000               1999
                                            -----------------  -----------------

Cost                                                 $ 490.8            $ 456.5
Gross unrealized gains                               1,058.6              877.9
Gross unrealized losses                                 (2.2)              (1.5)
                                            -----------------  -----------------
Market value                                       $ 1,547.2          $ 1,332.9
                                            =================  =================

The following table  summarizes  equity in earnings  (losses) of  unconsolidated
affiliates (in millions):
<TABLE>
<CAPTION>
                                                           For the Three Months             For the Nine Months
                                                           Ended September 30,              Ended September 30,
                                                          2000             1999            2000             1999
                                                      --------------  ---------------  --------------   --------------
<S>                                                   <C>             <C>              <C>              <C>
Boston Financial Data Services, Inc.                          $ 2.4            $ 2.3          $ 10.1            $ 7.3
European Financial Data Services Limited                       (1.0)            (1.5)           (0.9)            (3.4)
Argus Health Systems, Inc.                                      0.1              0.5             0.5              2.1
Other                                                           0.7              0.2             0.1              0.3
                                                      --------------  ---------------  --------------   --------------
                                                              $ 2.2            $ 1.5           $ 9.8            $ 6.3
                                                      ==============  ===============  ==============   ==============
</TABLE>

                                       8

4.  Stockholders' Equity

Stock split. On September 26, 2000, the Company's Board of Directors  approved a
2-for-1  split of the Company's  common stock,  in the form of a dividend of one
share for each share held of record at the close of business on October 6, 2000.
The  distribution  occurred on October 19, 2000. All references to stockholders'
equity,  shares outstanding and earnings per share amounts have been restated to
reflect this stock split.

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 Nine Months
                                                          Ended September 30,              Ended September 30,
                                                         2000             1999             2000            1999
                                                    ---------------  ---------------  ---------------  --------------
<S>                                                 <C>              <C>              <C>              <C>
Net income                                                  $ 44.8           $ 33.9          $ 148.2         $ 100.9
                                                    ===============  ===============  ===============  ==============

Average common shares outstanding                            125.0            126.8            125.4           126.3
Incremental shares from assumed
  conversions of stock options                                 4.5              3.5              3.8             3.4
                                                    ---------------  ---------------  ---------------  --------------

Diluted potential common shares                              129.5            130.3            129.2           129.7
                                                    ===============  ===============  ===============  ==============

Basic earnings per share                                    $ 0.36           $ 0.27           $ 1.18          $ 0.80
Diluted earnings per share                                  $ 0.35           $ 0.26           $ 1.15          $ 0.78
</TABLE>


Comprehensive  income.   Components  of  comprehensive  income  consist  of  the
following (in millions):
<TABLE>
<CAPTION>

                                                            For the Three Months               For the Nine Months
                                                            Ended September 30,                Ended September 30,
                                                            2000            1999              2000            1999
                                                        --------------  -------------     --------------  --------------
<S>                                                     <C>             <C>               <C>             <C>
Net income                                                     $ 44.8         $ 33.9            $ 148.2         $ 100.9
                                                        --------------  -------------     --------------  --------------
Other comprehensive income:
  Unrealized gains (losses) on investments:
    Unrealized holding gains (losses) arising
      during the period                                         148.6         (115.4)             191.6            18.9
    Less reclassification adjustments for gains
      included in net income                                                    (1.8)             (11.6)           (5.7)
  Foreign currency translation adjustments                       (1.7)           1.4               (4.6)           (0.3)
  Deferred income taxes                                         (58.0)          45.8              (70.3)           (5.1)
                                                        --------------  -------------     --------------  --------------
    Other comprehensive income                                   88.9          (70.0)             105.1             7.8
                                                        --------------  -------------     --------------  --------------
Comprehensive income                                          $ 133.7        $ (36.1)           $ 253.3         $ 108.7
                                                        ==============  =============     ==============  ==============
</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.

                                       9

Summarized  financial  information  concerning  the  segments  is  shown  in the
following tables (in millions):
<TABLE>
<CAPTION>
                                                                 Three Months Ended September 30, 2000
                                       ------------------------------------------------------------------------------------------
                                        Financial        Output        Customer     Investments/                   Consolidated
                                         Services      Solutions      Management       Other        Eliminations       Total
                                       -------------  -------------  -------------  -------------   -------------  --------------
<S>                                    <C>            <C>            <C>            <C>             <C>            <C>
Revenues                                    $ 155.5        $ 130.2         $ 47.7          $ 2.1     $                   $ 335.5
Intersegment revenues                           0.4           13.7                           5.9           (20.0)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              155.9          143.9           47.7            8.0           (20.0)          335.5

Costs and expenses                             89.3          122.4           41.4            4.9           (20.0)          238.0
Depreciation and amortization                  16.8            9.1            3.9            1.8                            31.6
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                         49.8           12.4            2.4            1.3                            65.9
Other income, net                               1.3                                          2.1                             3.4
Equity in earnings of
     unconsolidated affiliates                  1.6            0.2                           0.4                             2.2
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                        $ 52.7         $ 12.6          $ 2.4          $ 3.8     $                    $ 71.5
                                       =============  =============  =============  =============   =============  ==============

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

Revenues                                    $ 139.6        $ 115.2         $ 47.0          $ 2.8     $                   $ 304.6
Intersegment revenues                           0.4           13.2                           5.3           (18.9)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              140.0          128.4           47.0            8.1           (18.9)          304.6

Costs and expenses                             93.1          108.8           39.7            4.8           (18.9)          227.5
Depreciation and amortization                  15.2            8.3            3.4            1.9                            28.8
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                         31.7           11.3            3.9            1.4                            48.3
Other income, net                               0.9            0.2           (0.1)           3.2                             4.2
Equity in earnings of
     unconsolidated affiliates                  1.2                                          0.3                             1.5
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                        $ 33.8         $ 11.5          $ 3.8          $ 4.9     $                    $ 54.0
                                       =============  =============  =============  =============   =============  ==============
</TABLE>

                                       10

<TABLE>
<CAPTION>


                                                                 Nine Months Ended September 30, 2000
                                       ------------------------------------------------------------------------------------------
                                        Financial        Output        Customer     Investments/                   Consolidated
                                         Services      Solutions      Management       Other        Eliminations       Total
                                       -------------  -------------  -------------  -------------   -------------  --------------
<S>                                    <C>            <C>            <C>            <C>             <C>            <C>
Revenues                                    $ 458.0        $ 400.1        $ 147.7          $ 7.1     $                 $ 1,012.9
Intersegment revenues                           1.3           40.6                          17.3           (59.2)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              459.3          440.7          147.7           24.4           (59.2)        1,012.9

Costs and expenses                            278.5          364.1          125.9           15.0           (59.2)          724.3
Depreciation and amortization                  51.5           25.6           11.9            5.9                            94.9
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                        129.3           51.0            9.9            3.5                           193.7
Other income, net                               3.4                                         28.8                            32.2
Equity in earnings (losses) of
     unconsolidated affiliates                  9.7            0.2                          (0.1)                            9.8
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                       $ 142.4         $ 51.2          $ 9.9         $ 32.2     $                   $ 235.7
                                       =============  =============  =============  =============   =============  ==============

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

Revenues                                    $ 411.8        $ 340.2        $ 147.5          $ 8.8     $                   $ 908.3
Intersegment revenues                           1.1           39.0                          16.0           (56.1)
                                       -------------  -------------  -------------  -------------   -------------  --------------
                                              412.9          379.2          147.5           24.8           (56.1)          908.3

Costs and expenses                            274.7          316.6          126.2           13.2           (56.1)          674.6
Depreciation and amortization                  44.7           23.3           10.4            5.7                            84.1
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income from operations                         93.5           39.3           10.9            5.9                           149.6
Other income, net                              (1.5)           0.5           (0.3)           6.3                             5.0
Equity in earnings of
     unconsolidated affiliates                  6.0            0.1                           0.2                             6.3
                                       -------------  -------------  -------------  -------------   -------------  --------------

Income before interest
     and income taxes                        $ 98.0         $ 39.9         $ 10.6         $ 12.4     $                   $ 160.9
                                       =============  =============  =============  =============   =============  ==============
</TABLE>

The  consolidated  total income before interest and income taxes as shown in the
segment  reporting  information  above less interest expense of $1.6 million and
$4.5  million  for  the  three  and  nine  months  ended   September  30,  2000,
respectively,  and $1.2  million and $3.9  million for the three and nine months
ended September 30, 1999, respectively,  is equal to the Company's income before
income  taxes  and  minority   interests  on  a   consolidated   basis  for  the
corresponding periods.

                                       11

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.

                                       12

RESULTS OF OPERATIONS

The following table summarizes the Company's operating results (dollars in
millions, except per share amounts):
<TABLE>
<CAPTION>
                                                            Three Months                     Nine Months
                                                         Ended September 30,             Ended September 30,
                                                     ----------------------------    -----------------------------
Operating results                                        2000           1999             2000           1999
                                                     -------------  -------------    -------------  --------------

Revenues
<S>                                                  <C>            <C>              <C>            <C>
     Financial Services                                   $ 155.9        $ 140.0          $ 459.3         $ 412.9
     Output Solutions                                       143.9          128.4            440.7           379.2
     Customer Management                                     47.7           47.0            147.7           147.5
     Investments and Other                                    8.0            8.1             24.4            24.8
     Eliminations                                           (20.0)         (18.9)           (59.2)          (56.1)
                                                     -------------  -------------    -------------  --------------
                                                          $ 335.5        $ 304.6         $1,012.9         $ 908.3
                                                     =============  =============    =============  ==============
     % change from prior year periods                       10.1%          13.3%            11.5%           12.9%

Income from operations
     Financial Services                                    $ 49.8         $ 31.7          $ 129.3          $ 93.5
     Output Solutions                                        12.4           11.3             51.0            39.3
     Customer Management                                      2.4            3.9              9.9            10.9
     Investments and Other                                    1.3            1.4              3.5             5.9
                                                     -------------  -------------    -------------  --------------
                                                             65.9           48.3            193.7           149.6

Interest expense                                             (1.6)          (1.2)            (4.5)           (3.9)
Other income, net                                             3.4            4.2             32.2             5.0
Equity in earnings of unconsolidated
  affiliates, net of income taxes                             2.2            1.5              9.8             6.3
                                                     -------------  -------------    -------------  --------------
Income before income taxes and
  minority interests                                         69.9           52.8            231.2           157.0
     Income taxes                                            25.1           19.0             83.0            56.4
     Minority interests                                                     (0.1)                            (0.3)
                                                     -------------  -------------    -------------  --------------
Net income                                                 $ 44.8         $ 33.9          $ 148.2         $ 100.9
                                                     =============  =============    =============  ==============
Basic earnings per share                                   $ 0.36         $ 0.27           $ 1.18          $ 0.80
Diluted earnings per share                                 $ 0.35         $ 0.26           $ 1.15          $ 0.78
</TABLE>


Consolidated revenues

Consolidated  revenues  for the three and nine months ended  September  30, 2000
increased  $30.9 million and $104.6  million,  respectively,  which represent an
increase of 10.1% and 11.5%, respectively,  over the comparable periods in 1999.
U.S. revenues for the three and nine months ended September 30, 2000 were $297.7
million  and  $897.1  million,  respectively,  an  increase  of 12.3% and 14.2%,
respectively,  over the same  periods in 1999.  International  revenues  for the
three and nine months  ended  September  30, 2000 were $37.8  million and $115.8
million, respectively, a decrease of 4.3% and 5.7%, respectively,  over the same
periods in 1999.

Financial  Services  Segment  revenues  for the  three  and  nine  months  ended
September 30, 2000 increased $15.9 million and $46.4 million,  respectively,  or
11.4% and 11.2%,  respectively,  over the same periods in 1999.  U.S.  Financial
Services Segment revenues for the three and nine months ended September 30, 2000
increased  $18.2 million and $53.9  million,  respectively,  or 16.8% and 17.0%,
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 65.1 million at September  30, 2000, an increase of 15.4% from
the 56.4 million serviced at December 31, 1999 and an increase of 18.8% from the
54.8 million serviced at September 30, 1999.

                                       13

Output Solutions  Segment revenues for the three and nine months ended September
30, 2000 increased $15.5 million and $61.5 million,  respectively,  or 12.1% and
16.2%, respectively, over the same periods in 1999. Revenue growth resulted from
increased  volume of images and  statements  produced from  financial  services,
telecommunications and satellite TV and increased Internet-based electronic bill
and statement  revenues.  Output Solutions Segment images produced for the three
and  nine  months  ended   September  30,  2000   increased   18.0%  and  17.5%,
respectively,  to 1.8  billion and 5.5  billion,  respectively,  and  statements
mailed increased 6.1% and 13.1%, respectively, to 446 million and 1,381 million,
respectively, compared to the same periods in 1999.

Customer  Management  Segment  revenues  for the  three  and nine  months  ended
September  30, 2000  increased  $0.7  million or 1.5% and $0.2  million or 0.1%,
respectively,  over the same  periods  in 1999,  as  equipment  sales  increased
partially offset by a decrease in processing and software service revenues.

Investments and Other Segment  revenues  decreased $0.1 million and $0.4 million
for the three and nine months  ended  September  30,  2000  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  nine  months  ended
September 30, 2000 increased $17.6 million and $44.1 million,  respectively,  or
36.4% and 29.5%,  respectively,  over the same periods in 1999. U.S. income from
operations  for the three and nine  months  ended  September  30, 2000 was $57.2
million  and  $171.8  million,  respectively,  an  increase  of 22.7% and 28.8%,
respectively,   over  the  same  periods  in  1999.  International  income  from
operations  for the three and nine  months  ended  September  30,  2000 was $8.7
million and $21.9  million,  respectively,  an increase of $7.0 million and $5.7
million, respectively, compared to the same periods in 1999.

Financial  Services Segment income from operations for the three and nine months
ended  September  30, 2000  increased  57.1% or $18.1 million and 38.3% or $35.8
million,  respectively,  over the comparable prior year periods to $49.8 million
and $129.3 million,  respectively.  This resulted in operating  margins of 31.9%
and 28.2%, respectively, for the three and nine months ended September 30, 2000,
compared to 22.6% for both the three and nine months ended  September  30, 1999.
The increase in  operating  margin  resulted  primarily  from  increases in U.S.
revenues  related to mutual  fund  shareowner  processing  and the $3.9  million
recovery of costs  previously  expensed  in 1999  associated  with a  terminated
international software development contract.

Output  Solutions  Segment income from  operations for the three and nine months
ended September 30, 2000 increased $1.1 million and $11.7 million, respectively,
or 9.7% and 29.8%, respectively, over the same periods in 1999. Output Solutions
Segment  operating  margin was 8.6% and 11.6%,  respectively,  for the three and
nine months ended  September 30, 2000 compared to 8.8% and 10.4%,  respectively,
for the same  periods in 1999.  Segment  operating  margin for the three  months
ended September 30, 2000 was affected by higher  Internet-based  electronic bill
and statement product development costs and selling costs.  Excluding e-commerce
activities,   operating  margin  improved  over  the  prior  year  quarter.  The
improvement in the year to date 2000 operating margin results are primarily from
increased volume of images and statements produced,  which were partially offset
by the increased spending in Internet-based product development costs.

Customer Management Segment income from operations totaled $2.4 million and $9.9
million for the three and nine months ended September 30, 2000, respectively,  a
decrease of 38.5% and 9.2% over the  comparable  prior year  periods.  Operating
margins  were 5.0% and 6.7% for the three and nine months  ended  September  30,
2000,  respectively,  compared  to 8.3% and 7.4% for the  comparable  prior year
periods.

Investments  and Other Segment income from  operations  totaled $1.3 million and
$3.5  million  for  the  three  and  nine  months  ended   September  30,  2000,
respectively,  as  compared to $1.4  million and $5.9  million for the three and
nine months ended September 30, 1999, respectively.

                                       14

Interest expense

Interest  expense totaled $1.6 million and $4.5 million,  respectively,  for the
three and nine months ended  September  30, 2000,  an increase from $1.2 million
and $3.9 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 $3.4  million and $32.2  million for the three and nine months
ended  September  30,  2000,  respectively,  a decrease  of $0.8  million and an
increase of $27.2 million over the  comparable  periods in 1999. The decrease in
third  quarter  2000 other  income is a result of a decrease of $1.8  million in
pre-tax  gains on sales of  available-for-sale  securities  partially  offset by
higher  dividend and interest  income.  The year to date increase is principally
from $12.2  million in pre-tax gains on sales of  available-for-sale  securities
during the nine months ended  September  30,  2000,  an increase of $9.1 million
over pre-tax gains from 1999, $9.3 in interest and dividend income,  an increase
of $4.4  million  over  1999 year to date  levels,  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 $2.2 million and $9.8
million for the three and nine months ended September 30, 2000, respectively, as
compared to $1.5  million and $6.3  million for the three and nine months  ended
September 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 $1.0 million and $0.9 million
for the three and nine months ended  September  30, 2000, a reduction  from $1.5
million and $3.4 million of losses, respectively,  for the three and nine months
ended  September  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 nine
months  ended  September  30, 2000  decreased  from the prior year  periods as a
result  of lower  revenues  from  changes  in the  claims  mix,  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  nine  months  ended
September  30,  2000  increased  11.4% and  11.2%,  respectively,  over the same
periods  in 1999 to  $155.9  million  and  $459.3  million,  respectively.  U.S.
Financial Services revenue increased 16.8% to $126.6 million and 17.0% to $370.1
million for the three and nine months ended  September  30, 2000,  respectively.
U.S.  mutual  fund  processing  revenues  for the  three and nine  months  ended
September 30, 2000 increased 17.6% and 17.7%, respectively,  over the prior year
periods as shareowner  accounts  serviced  increased  18.8% from 54.8 million at
September  30,  1999 to 65.1  million at  September  30,  2000.  The Company has
contracts with new clients to convert  approximately 5.5 million new accounts to
its system during the fourth quarter.  U.S.  Automated Work Distributor  ("AWD")
product  revenues  for the  three  and nine  months  ended  September  30,  2000
increased 30.6% and 21.9%, respectively, over the same periods in the prior year
primarily due to an increase in the number of AWD workstations licensed.

                                       15

Financial Services Segment revenues from international  operations for the three
and nine months ended  September  30, 2000  decreased  7.3% to $29.3 million and
7.8% to $89.2 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  months  ended  September  30,  2000
decreased 4.1% to $89.3 million over the comparable  quarter in 1999,  primarily
from a $3.9 million  recovery of costs  previously  expensed in 1999  associated
with a terminated international software development contract. Segment costs and
expenses for the nine months ended  September 30, 2000  increased 1.4% to $278.5
million over the comparable  period in 1999.  Personnel  costs for the three and
nine months ended  September 30, 2000,  increased  3.4% and 4.5%,  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 10.5% or $1.6 million and 15.2%
or $6.8  million  for the  three  and nine  months  ended  September  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 nine months ended September 30,
2000 increased 57.1% to $49.8 million and 38.3% to $129.3 million, respectively,
over the comparable  prior year periods.  The Segment's  operating  margins were
31.9%  and  28.2%  for the  three and nine  months  ended  September  30,  2000,
respectively, as compared to 22.6% for the three and nine months ended September
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 nine months ended September
30,  2000  increased  12.1% to  $143.9  million  and  16.2% to  $440.7  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 financial services,  internal growth of existing customers,
primarily in telecommunications  and satellite TV, and increased  Internet-based
electronic bill and statements revenues.

Costs and expenses
Segment  costs and expenses for the three and nine months  ended  September  30,
2000  increased   12.5%  to  $122.4   million  and  15.0%  to  $364.1   million,
respectively,  over the comparable  prior year periods.  Personnel costs for the
three and nine  months  ended  September  30,  2000  increased  22.5% and 18.2%,
respectively,  over the  comparable  prior year periods as a result of increased
staff  levels  to  support  volume  growth,  integration  costs  to  standardize
facilities and systems and higher  Internet-based  electronic bill and statement
product development and selling costs.

Depreciation and amortization
Segment  depreciation  and  amortization  for the  three and nine  months  ended
September  30, 2000  increased  9.6% to $9.1 million and 9.9% to $25.6  million,
respectively,  as  compared  to the same  periods in 1999  related to  increased
capital costs to support revenue growth.

                                       16

Income from operations
The  increase in the  Segment's  income from  operations  for the three and nine
months ended  September  30, 2000 of $1.1  million or 9.7% and $11.7  million or
29.8%, respectively,  over the same periods in 1999 is primarily attributable to
increased  volumes for images and statements.  The Segment's  operating  margins
were 8.6% and 11.6% for the three and nine  months  ended  September  30,  2000,
respectively,  as compared to 8.8% and 10.4% for the three and nine months ended
September 30, 1999,  respectively.  Excluding e-commerce  activities,  operating
margin improved over the prior year quarter.

CUSTOMER MANAGEMENT SEGMENT

Revenues
Customer  Management  Segment  revenues  for the  three  and nine  months  ended
September 30, 2000 increased  1.5% to $47.7 million and 0.1% to $147.7  million,
respectively, as compared to the three and nine months ended September 30, 1999.
Processing  and software  service  revenues  decreased  to $43.0  million and to
$136.3  million  for the  three  and  nine  months  ended  September  30,  2000,
respectively,  from  $45.0  million  and $137.4  million  for the three and nine
months ended September 30, 1999, respectively. Equipment sales increased to $4.7
million  and $11.4  million for the three and nine months  ended  September  30,
2000,  respectively,  from $2.0 million and $10.1 million for the three and nine
months ended September 30, 1999, respectively.

The Company  recently  announced  that it has signed an  agreement  with Comcast
Cable Communications,  Inc. to provide its customer relationship  management and
workflow business solution, AWD. This is the first customer management client to
contract for AWD. No software  license revenues were recorded during the quarter
ended September 30, 2000.

The Company has been advised that a customer,  MediaOne  Group Inc.  (MediaOne),
plans  to  discontinue  its  processing  agreement  as a  result  of  MediaOne's
acquisition  by AT&T. It is expected  that a  substantial  portion of MediaOne's
subscribers  will be removed  during 2001.  At September  30, 2000,  the Company
serviced 3.6 million MediaOne subscribers.

Costs and expenses
Segment  costs and  expenses  for the three  months  ended  September  30,  2000
increased  $1.7  million  or 4.3% as a result of  increased  costs of  equipment
sales.  Segment costs and expenses for the nine months ended  September 30, 2000
decreased $0.3 million or 0.2% primarily attributable to management of personnel
costs.

Depreciation and amortization
Segment  depreciation  and  amortization  for the  three and nine  months  ended
September 30, 2000 increased 14.7% and 14.4%, respectively, compared to the same
period in 1999.  The  increase  is  related  primarily  to the  amortization  of
capitalized software development costs.

Income from operations
Segment income from operations for the three and nine months ended September 30,
2000 decreased $1.5 million and $1.0 million,  respectively,  or 38.5% and 9.2%,
respectively,  compared to the prior year  periods,  resulting  in an  operating
margin of 5.0% and 6.7% for the three and nine months ended  September 30, 2000,
respectively,  as compared to 8.3% and 7.4% for the three and nine months  ended
September 30, 1999, respectively. The decrease in operating margins is primarily
attributable to lower processing and software  revenues and higher  depreciation
and amortization costs related to capitalized software development costs.

INVESTMENTS AND OTHER SEGMENT

Revenues
Investments  and Other Segment  revenues  totaled $8.0 million and $24.4 million
for the three and nine months ended September 30, 2000, respectively,  a decline
of $0.1 million and $0.4 million,  respectively,  compared to the three and nine
months ended  September 30, 1999.  The decrease is primarily  attributable  to a
decline in the Company's  hardware  leasing  activities  partially  offset by an
increase in real estate revenues.

                                       17

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

Depreciation and amortization
Depreciation and amortization  decreased $0.1 million and increased $0.1 million
for the three and nine months ended September 30, 2000,  respectively,  over the
same periods in 1999.

Income from operations
The segment's  income from operations  totaled $1.3 million and $3.5 million for
the three and nine months ended September 30, 2000, respectively, as compared to
$1.4 million and $5.9 million for the three and nine months ended  September 30,
1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flow from operating activities totaled $228.3 million for the
nine months ended  September 30, 2000.  Operating cash flows for the nine months
ended September 30, 2000 were primarily impacted by net income of $148.2 million
and depreciation and amortization of $94.9 million.

Cash flows used in  investing  activities  totaled  $174.5  million for the nine
months ended September 30, 2000. The Company  expended $121.2 million during the
nine months ended  September  30, 2000 for capital  additions.  Investments  and
advances to  unconsolidated  affiliates  totaled $82.2 million.  During the nine
months ended  September 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  $75.0  million  for the nine
months ended  September 30, 2000.  The Company also  received  proceeds from the
exercise of stock options of $30.0  million for the nine months ended  September
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 $29.3 million for the nine months ended September
30, 2000, bringing total borrowings under these facilities to $50.0 million.

On September 26, 2000, the Company's Board of Directors approved a 2-for-1 split
of the Company's  common stock,  in the form of a dividend of one share for each
share  held of  record  at the  close  of  business  on  October  6,  2000.  The
distribution  occurred on October 19, 2000. All references to shares outstanding
and earnings per share amounts have been restated to reflect this stock split.

During the nine months ended September 30, 2000, the Company purchased 3,750,000
shares of its common stock under previously  announced share repurchase programs
for $126.9 million. The shares purchased will be utilized for DST's stock award,
employee  stock  purchase  and stock option  programs and for general  corporate
purposes. As of September 30, 2000, DST has purchased 5,430,000 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 8.0 million
shares of its common stock as a means of securing  potentially  favorable prices
for future  purchases of its stock.  During the nine months ended  September 30,
2000,  and  included in the numbers set forth in the  preceding  paragraph,  the
Company purchased  1,865,000 shares under these agreements for $57.9 million. As
of September 30, 2000, the cost to settle the agreements  would be approximately
$198.1  million  for  approximately  6.1  million  shares of common  stock.  The
agreements,  which expire in January 2001 and September 2002,  allow the Company
to elect net cash or net share settlement in lieu of physical  settlement of the
shares.

                                       18

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 $133.7 million
and $253.3  million  for the three and nine months  ended  September  30,  2000,
respectively,   as  compared  to  comprehensive  losses  of  $36.1  million  and
comprehensive  income of $108.7  million,  respectively,  for the three and nine
months ended September 30, 1999.  Comprehensive income consists of net income of
$44.8 million and $148.2 million,  respectively,  and other comprehensive income
of $88.9 million and $105.1 million, respectively, for the three and nine months
ended  September 30, 2000,  and net income of $33.9 million and $100.9  million,
respectively,  and  other  comprehensive  losses  of  $70.0  million  and  other
comprehensive  income  of $7.8  million,  respectively,  for the  three and nine
months  ended  September  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.

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 $0.5 million and $4.0 million in the three and nine months
ended  September  30,  2000,  respectively,  related to the accrued  integration
costs. At September 30, 2000, the remaining  accrued  integration  costs of $0.9
million relate primarily to the Output Solutions Segment.

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 September 30, 2000. The
remainder will be closed 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.

                                       19


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
September 30, 2000 was approximately $1.5 billion. The impact of a 10% change in
fair  value of  these  investments  would  be  approximately  $99.2  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 September 30, 2000, the Company had $86.5 million of long-term debt, of which
$58.6 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.


                                       20


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

None.

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.

                                       21


Item 5.  Other Information

The following table presents operating data for the Company's operating business
segments:
<TABLE>
<CAPTION>

                                                                               September 30,    December 31,
                                                                                 2000               1999
                                                                            ---------------    ---------------

Financial Services Operating Data
Mutual fund shareowner accounts processed (millions)
<S>                                                                         <C>                <C>
  U.S.                                                                                65.1               56.4
  Canada                                                                               3.1                2.4
  United Kingdom (1)                                                                   2.6                2.0
TRAC-2000 mutual fund accounts (millions) (2)                                          4.9                3.4
TRAC-2000 participants (millions)                                                      1.5                1.3
IRA mutual fund accounts (millions) (2)                                               16.3               14.0
Portfolio Accounting System portfolios                                               2,004              1,988
Automated Work Distributor workstations                                             69,000             57,700


Customer Management Operating Data
Video/broadband/satellite TV subscribers processed (millions)                         42.9               39.1


                                                                                   For the Nine Months
                                                                                   Ended September 30,
                                                                                 2000               1999
                                                                            ---------------    ---------------
Output Solutions Operating Data
Images produced (millions)                                                           5,453              4,642
Items mailed (millions)                                                              1,381              1,221


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

                                       22

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
     July 20, 2000,  reporting  the  announcement  of financial  results for the
     quarter ended June 30, 2000.

     The Company  filed under Item 5 of Form 8-K, the  Company's  Form 8-K dated
     September 27, 2000, reporting the announcement of a two-for-one stock split
     to be effected in the form of a stock dividend.

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 November 14,
2000.

DST Systems, Inc.

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


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