Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 QUARTER ENDED JULY 1, 1994 Commission File No. 1-4850 COMPUTER SCIENCES CORPORATION Incorporated in the State of Nevada Employer Identification No. 95-2043126 2100 East Grand Avenue El Segundo, California 90245 Telephone (310) 615-0311 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] 50,747,071 shares of Common Stock, $1.00 par value, were outstanding on July 1, 1994. COMPUTER SCIENCES CORPORATION Index to Form 10-Q Page Number Part I. Financial Information Consolidated Condensed Balance Sheets - July 1, 1994 and April 1, 1994 3 Consolidated Condensed Statements of Income - First quarter ended July 1, 1994 and July 2, 1993 4 Consolidated Condensed Statements of Cash Flows - First quarter ended July 1, 1994 and July 2, 1993 5 Notes to Consolidated Condensed Financial Statements 6 Management's Discussion and Analysis of Results of Operations and Financial Condition 8 Part II. Other Information Item 6 - Exhibits and Reports on Form 8-K 11 Exhibit 11 - Calculation of Earnings Per Share 12 Exhibit 28 - Additional Information - Revenues by Market Sector 13 Signatures 14 -2- PART I. FINANCIAL INFORMATION COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS ($ in thousands) ASSETS July 1, April 1, 1994 1994 (unaudited) ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 39,170 $ 126,820 Receivables 725,885 665,253 Prepaid expenses and other assets 76,410 65,046 ------------ ------------ Total current assets 841,465 857,119 ------------ ------------ PROPERTY AND EQUIPMENT, at cost 722,974 695,796 Less accumulated depreciation and amortization 320,053 302,760 ------------ ------------ Property and equipment, net 402,921 393,036 ------------ ------------ EXCESS OF COST OF BUSINESSES ACQUIRED OVER RELATED NET ASSETS, NET 340,468 324,145 OTHER ASSETS 241,646 232,080 ------------ ------------ $ 1,826,500 $ 1,806,380 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 44,093 $ 17,772 Current maturities of long-term debt 32,962 32,685 Accounts payable 126,210 228,674 Accrued payroll and related costs 135,954 128,478 Other accrued expenses 181,228 175,005 Advance contract payments 31,038 24,454 Income taxes payable 62,536 54,176 ------------ ------------ Total current liabilities 614,021 661,244 LONG-TERM DEBT,NET (Note A) 305,745 273,344 OTHER LONG-TERM LIABILITIES 72,935 66,112 ------------ ------------ STOCKHOLDERS' EQUITY (Note B): Common stock issued, par value $1.00 per share 50,953 50,807 Other stockholders' equity 782,846 754,873 ------------ ------------ Total stockholders' equity 833,799 805,680 ------------ ------------ $ 1,826,500 $ 1,806,380 ============ ============ <FN> See accompanying notes. -3- COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited) ($ in thousands except earnings per share) Three Months Ended __________________________ July 1, July 2, 1994 1993 ____________ ____________ Revenues $ 738,145 $ 608,096 ____________ ____________ Costs of services 583,661 492,811 Selling, general and admin. 75,962 52,712 Depreciation and amortization 37,904 30,067 Interest, net (Note C) 5,422 2,609 ____________ ____________ Total costs and expenses 702,949 578,199 ____________ ____________ Income before taxes 35,196 29,897 Taxes on income 13,374 11,735 ____________ ____________ Net earnings before cumulative effect of accounting change 21,822 18,162 Cumulative effect of accounting change for income taxes (Note D) 4,900 ____________ ____________ Net earnings $ 21,822 $ 23,062 ============ ============ Earnings per common share before cumulative effect of accounting change $0.42 $0.36 Cumulative effect of accounting change for income taxes (Note D) 0.09 ____________ ____________ Earnings per common share (Notes B and E) $0.42 $0.45 ============ ============ <FN> See accompanying notes. -4- COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited) ($ in thousands) Three Months Ended __________________________ July 1, July 2, 1994 1993 ____________ ____________ Cash flows from operating activities: Net earnings $ 21,822 $ 23,062 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 37,904 30,067 Provision for losses on accounts receivable 3,983 2,573 Changes in assets and liabilities, net of effects of acquisitions: Increase in assets (76,911) (4,377) Increase in liabilities 33,713 14,460 ____________ ____________ Net cash provided by operating activities 20,511 65,785 ____________ ____________ Investing activities: Short-term investments (42,274) Purchases of property, plant and equipment (37,726) (22,803) Purchased and internally developed software (5,001) Acquisitions, net of cash acquired (9,228) (500) Other investing cash flows (9,275) (4,235) ____________ ____________ Net cash used in investing activities (61,230) (69,812) ____________ ____________ Financing activities: Paydown of commercial paper, net (113,474) Borrowings (paydowns) under lines of credit, net 25,651 (2,021) Proceeds from term debt issuance 150,000 Payment of outsourcing financing (114,403) Proceeds from exercise of stock options 2,793 2,060 Other financing cash flows 2,502 (1,048) ____________ ____________ Net cash used in financing activities (46,931) (1,009) ____________ ____________ Net decrease in cash and cash equivalents (87,650) (5,036) Cash and cash equivalents at beginning of year 126,820 111,477 ____________ ____________ Cash and cash equivalents at end of period $ 39,170 $ 106,441 ============ ============ <FN> See accompanying notes. -5- COMPUTER SCIENCES CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ($ in thousands except per share amounts) (A) During April, 1994 the Company issued a 144A private placement of $150 million of fixed rate, term debt through its affiliate, CSC Enterprises, and paid down approximately $150 million of CSC Enterprises' commercial paper. The commercial paper program remains in use, supported by $250 million of standby credit agreements entered into by CSC Enterprises and guaranteed by the Company. (B) On December 6, 1993, the Company's Board of Directors declared a three-for-one stock split in the form of a 200 percent stock dividend on the Company's common stock, with no change in par value. The dividend was distributed January 13, 1994 to shareholders of record as of December 22, 1993. All per share amounts contained in the statements of income and the accompanying notes are based on the new number of shares. No other dividends were paid or declared during the periods presented. There were 50,952,702 shares at July 1, 1994 and 50,807,452 shares at April 1, 1994 of $1.00 par value common stock issued with 205,631 and 201,752 shares, respectively, of treasury stock. (C) Interest, net consists of the following: 1st Quarter Ended ----------------------- July 1, July 2, 1994 1993 -------- -------- Interest income $ (812) $(1,705) Interest expense 6,234 4,314 -------- -------- Total $ 5,422 $ 2,609 ======== ======== (D) The Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," effective April 3, 1993. The cumulative financial statement effect of adopting SFAS No. 109 was to increase the Company's net earnings by $4.9 million, or $0.09 per share for the quarter ended July 2, 1993, adjusted for the stock split described in Note B. -6- (E) Primary earnings per common share are based on the weighted average number of common stock and common stock equivalent shares (dilutive stock options) outstanding of 52,192,000 and 50,733,000 respectively, for the quarters ended July 1, 1994, and July 2, 1993 (see Part II - Exhibit 11). These share amounts reflect the stock split described in Note B above. (F) Cash payments for interest on indebtedness were $2,185 and $5,025, respectively, for the quarters ended July 1, 1994, and July 2, 1993. Cash payments for taxes on income were $9,131 and $13,247, respectively, for the quarters ended July 1, 1994, and July 2, 1993. (G) The financial information reported, which is not necessarily indicative of the results for a full year, is unaudited but includes all adjustments which the Company considers necessary for a fair presentation. All such adjustments are normal recurring adjustments. -7- MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION First Quarter of Fiscal 1995 Versus First Quarter of Fiscal 1994 Revenues During the quarter ended July 1, 1994, the Company's total revenues of $738.1 million increased 21.4%, or $130 million, over the same period last year. Federal revenue totaled $328.4 million, up 10.1% from last year's $298.3 million due principally to the acquisition during December, 1993 of Atlantic Research Corporation's Professional Services Group (PSG). Commercial revenue of $264.9 million from domestic operations rose 6.9% from $247.7 million last year, reflecting continued growth in the Company's consulting and systems integration services. International revenue increased 133% to $144.8 million reflecting the commencement of the Company's major outsourcing contract with British Aerospace (BAe), the acquisition of Computer Sciences Australia (CSA) during November, 1993 and other revenue growth. The Company has been awarded approximately $1.2 billion of federal business during the first quarter of the current fiscal year, including an 8-year, $1.045 billion contract from NASA. Costs and Expenses As a percentage of revenue, costs of services were 79.1% for the quarter ended July 1, 1994, improving on the 80.9% for the same quarter last year. The improvement is mainly the result of improvements in domestic outsourcing and European operations, as well as a continuing change in the Company's business "mix," with a larger portion of the Company's business coming from outsourcing activities, where costs of services by this measure are lower than the Company's overall average. Selling, general and administrative expenses increased to $76 million for the quarter ended July 1, 1994, up from $52.7 million for the same period last year. Of the increase, over half relates to the Company's international consulting and outsourcing business, where revenues more than doubled. The remainder of the increase relates to the Company's U.S. commercial consulting and outsourcing activities. The Company's depreciation and amortization expense increased to $37.9 million for the current quarter, up from $30.1 million last year. The increase is primarily the result of the BAe contract and CSA acquisition. Net interest expense increased to $5.4 million for the current quarter from $2.6 million for the same quarter last year. The increase is due to both decreased interest income and increased interest expense as cash on hand and increased borrowings were used to supplement cash flows from operations to fund the purchase of outsourcing assets for BAe and to acquire CSA and PSG since the first quarter of fiscal 1994. -8- Income Before Taxes Income before taxes was $35.2 million, up $5.3 million or 17.7% over last year's first quarter, reflecting the revenue growth achieved, offset somewhat by the increase in selling, general and administrative expenses, as described above. Net Earnings Net earnings were $21.8 million for the quarter ended July 1, 1994, up $3.7 million or 20.2% over the same quarter last year, before the cumulative effect of an accounting change for income taxes. The effective tax rate was 38.0%, versus 39.25% for the same quarter last year. The lower tax rate reflects the reduction of European tax losses which the Company was unable to offset against taxable income elsewhere as compared to the same period last year. During the third quarter of fiscal 1994, CSC's Board of Directors declared a three-for-one stock split in the form of a 200 percent stock dividend, and the additional shares were distributed January 13, 1994. This year's first quarter earnings per share were 42 cents compared to 36 cents for last year's first quarter before the cumulative effect of the accounting change, on a greater number of shares outstanding. During the first quarter of fiscal 1994, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," and recognized a resulting gain of $4.9 million, or 9 cents per share adjusted for the split. Cash Flows Cash flows from operating activities were $20.5 million for the quarter ended July 1, 1994, compared to $65.8 million during the same period last year. The lower operating cash flow is mainly the result of higher accounts receivable on the Company's federal business and the BAe contract initiated during the quarter, partially offset by higher income taxes payable and other factors. The Company's cash outflows for investing activities were $61.2 million for the current quarter versus $69.8 million during the first quarter of last year. The slightly lower outflow reflects higher property, acquisition and other investments, offset by an absence of short-term investment purchases. Cash used in financing activities was $46.9 million for the quarter versus $1 million during the same period last year. Current quarter activity includes the payment of $114 million of BAe outsourcing financing. Additionally, a $150 million 144A private placement of fixed-rate, term debt was issued by CSC Enterprises, an affiliate of the Company and was used largely to repay commercial paper borrowings. -9- Financial Condition The Company's leverage increased during the first quarter of fiscal 1995, as reflected by a debt-to-total-capitalization ratio of 31% at July 1, 1994, versus 29% at the prior fiscal year-end. The increase in leverage reflects the Company's use of additional debt to partially finance the purchase of outsourcing assets for BAe and the acquisitions of CSA and PSG. The overall level of cash and short-term investments decreased from $127 million to $39 million. As explained under "Cash Flows" above, this decrease is primarily the result of the payment of $114 million of BAe outsourcing financing. In all other respects, the Company's financial condition has not changed significantly since the fiscal year-end. It is management's opinion that the Company will be able to fund its cash needs from operating activities and from short-term borrowings. It is also management's opinion that any major additional requirements can be financed by the use of unused borrowing capacity or by the issuance of new CSC securities. -10- Part II. Other Information Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit No. 11 - Calculation of Earnings Per Share Exhibit No. 28 - Additional Exhibits (i) Revenues by Market Sector b. Reports on Form 8-K: There were no Form 8-K reports filed for the first quarter of fiscal 1995. -11- EXHIBIT 11 COMPUTER SCIENCES CORPORATION CALCULATION OF EARNINGS PER SHARE (In thousands except earnings per share) Three Months Ended ___________________________ July 1 July 2 1994 1993 _____________ ___________ Net earnings before cumulative effect of accounting change $ 21,822 $ 18,192 Cumulative effect of accounting change for income taxes 4,900 _____________ _____________ Net earnings $ $21,822 $ $23,092 ============= ============= Shares *: Weighted average shares outstanding 50,700 50,458 Common stock equivalents 1,492 275 ___________ ___________ Total for primary and fully diluted calculation 52,192 50,733 =========== =========== Earnings Per Share *: Earnings per common share before cumulative effect of accounting change $0.42 $0.36 Cumulative effect of accounting change for income taxes 0.09 ___________ ___________ Primary and fully diluted** $0.42 $0.45 =========== =========== <FN> * All share and per share amounts include the effect of the stock split described in Note B of the accompanying financial statements. ** The fully diluted calculation is submitted in accordance with Regulation S-K item 601 (b) (11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. -12- EXHIBIT 28 COMPUTER SCIENCES CORPORATION REVENUES BY MARKET SECTOR ($ in millions) Fiscal Period Ended % of Total ___________ ___________ ___________ ___________ July 1 July 2 July 1 July 2 1994 1993 1994 1993 ___________ ___________ ___________ ___________ First Quarter U.S. Federal Government: Department of Defense $ 189.9 $ 174.1 26 % 29 % NASA 60.7 53.1 8 9 Civil agencies 77.8 71.1 10 11 ___________ ___________ ____________ ____________ Total 328.4 298.3 44 49 ___________ ___________ ____________ ____________ Commercial: Domestic 264.9 247.7 36 41 International 144.8 62.1 20 10 ___________ ___________ ____________ ____________ Total 409.7 309.8 56 51 ___________ ___________ ____________ ____________ Total revenues $ 738.1 $ 608.1 100 % 100 % =========== =========== ============ ============ -13- Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMPUTER SCIENCES CORPORATION Registrant Date: August 10, 1995 By:/s/Denis M. Crane Denis M. Crane Vice President and Controller Chief Accounting Officer -14-