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, 1997 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 [ ] As of October 31, 1997, there were 49,111,261 shares of the Company's $.01 par value Common Stock outstanding. DST SYSTEMS, INC. FORM 10-Q September 30, 1997 INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Introductory Comments 3 Condensed Consolidated Balance Sheet - December 31, 1996 and September 30, 1997 4 Condensed Consolidated Statement of Income - Three and Nine Months Ended September 30, 1996 and 1997 5 Condensed Consolidated Statement of Cash Flows - Nine Months Ended September 30, 1996 and 1997 6 Notes to Condensed Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition 9-13 and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14-15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 The Company's service marks and trademarks include without limitation, DST(TM), Securities Transfer System(TM), TA2000(R), Portfolio Accounting System(TM), Automated Work Distributor(TM), AWD(R), TRAC-2000(R), FAST2000(TM) referred to in this Report. DST SYSTEMS, INC. FORM 10-Q September 30, 1997 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 ("SEC"). Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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, 1996. 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, 1997, are not necessarily indicative of the results to be expected for the full year 1997. DST SYSTEMS, INC. Condensed Consolidated Balance Sheet (dollars in thousands, except per share amounts) (unaudited) December 31, September 30, 1996 1997 ASSETS Current assets Cash and cash equivalents $ 8,279 $ 15,796 Accounts receivable 154,094 157,417 Other assets 38,922 41,800 ----------- ----------- 201,295 215,013 Investments 620,437 767,090 Properties 243,989 229,555 Intangibles and other assets 55,867 51,502 ----------- ----------- Total assets $1,121,588 $1,263,160 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Debt due within one year $ 15,159 $ 13,668 Accounts payable 44,944 32,557 Accrued compensation and benefits 33,276 25,164 Deferred revenues and gains 14,553 15,871 Other liabilities 17,772 22,503 ----------- ---------- 125,704 109,763 Long-term debt 75,895 72,514 Deferred income taxes 180,853 232,845 Other liabilities 42,939 41,060 ----------- ---------- 425,391 456,182 ----------- ---------- Commitments and contingencies ----------- ---------- Minority interest 972 1,579 ----------- ---------- Stockholders' equity Common stock, $0.01 par; 125,000,000 shares authorized, 50,000,000 shares issued 500 500 Additional paid-in capital 408,807 408,807 Retained earnings 203,638 245,217 Treasury stock (396,000 and 843,290 shares, respectively), at cost (12,345) (26,764) Net unrealized gain on investments 94,625 177,639 ----------- ---------- Total stockholders' equity 695,225 805,399 ----------- ---------- Total liabilities and stockholders' equity $1,121,588 $1,263,160 =========== =========== The accompanying notes are an integral part of these financial statements. DST SYSTEMS, INC. Condensed Consolidated Statement of Income (in thousands, except per share amounts) (unaudited) For the Three Months For the Nine Months Ended September 30, Ended September 30, ----------------------------- ------------------------------ 1996 1997 1996 1997 Revenues $ 139,569 $ 159,863 $ 427,047 $ 473,941 Costs and expenses 104,343 118,811 317,297 349,148 Depreciation and amortization 19,804 19,453 57,684 58,551 Other expenses 13,700 13,700 ----------------------------- ------------------------------ Income from operations 1,722 21,599 38,366 66,242 Interest expense (1,356) (1,960) (5,110) (6,006) Other income, net 912 989 2,824 2,987 Gains on sale of equity investments 223,438 1,252 223,438 1,464 Equity in earnings (losses) of unconsolidated affiliates (45) (507) (4,547) 1,357 ----------------------------- ------------------------------ Income before income taxes and minority interest 224,671 21,373 254,971 66,044 Income taxes 85,897 7,097 99,409 22,463 ----------------------------- ------------------------------ Income before minority interest 138,774 14,276 155,562 43,581 Minority interest 144 222 188 607 ----------------------------- ------------------------------ Net income $ 138,630 $ 14,054 $ 155,374 $ 42,974 ============================= ============================== Average common shares outstanding 49,841 49,236 49,935 49,378 Earnings per share $ 2.78 $ 0.29 $ 3.11 $ 0.87 The accompanying notes are an integral part of these financial statements. DST SYSTEMS, INC. Condensed Consolidated Statement of Cash Flows (in thousands) (unaudited) For the Nine Months Ended September 30, ---------------------------------- 1996 1997 Cash flows -- operating activities: Net income $ 155,374 $ 42,974 --------------- --------------- Adjustments to net income: Depreciation and amortization 57,684 58,551 Equity in (earnings) losses of unconsolidated affiliates 4,547 (1,357) Gains on sale of equity investments (223,438) (1,464) Deferred taxes on gains on sale of equity investments 87,254 Changes in accounts receivable (5,570) (3,323) Changes in other current assets (2,328) (2,878) Changes in accounts payable and accrued liabilities (9,108) (13,996) Other, net (4,829) (859) --------------- --------------- Total adjustments to net income (95,788) 34,674 --------------- --------------- Net 59,586 77,648 --------------- --------------- Cash flows -- investing activities: Investment in and advances to unconsolidated affiliates (8,187) (15,368) Proceeds from sale of investments 12,359 Capital expenditures (44,810) (41,134) Payment for purchases of subsidiaries, net of cash acquired (3,183) (2,732) Other, net (4,683) 2,455 --------------- --------------- Net (60,863) (44,420) --------------- --------------- Cash flows -- financing activities: Principal payments on long-term debt (15,792) (10,825) Net increase in credit facilities and notes payable 30,149 6,004 Common stock repurchased (7,342) (14,503) Other, net (9,744) (6,387) --------------- --------------- Net (2,729) (25,711) --------------- --------------- Net increase (decrease) in cash and cash equivalents (4,006) 7,517 Cash and cash equivalents at beginning of period 13,057 8,279 --------------- --------------- Cash and cash equivalents at end of period $ 9,051 $ 15,796 =============== =============== The accompanying notes are an integral part of these financial statements. 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 disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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, 1996. 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 December 31, 1996, and September 30, 1997, the results of operations for the three and nine months ended September 30, 1996 and 1997, and cash flows for the nine months ended September 30, 1996 and 1997. The results of operations for the three and nine months ended September 30, 1997, are not necessarily indicative of the results to be expected for the full year 1997. 2. Equity in earnings (losses) of unconsolidated affiliates The following table summarizes equity in earnings (losses) of unconsolidated affiliates: For the Three Months For the Nine Months (in thousands) Ended September 30, Ended September 30, ------------------------- ------------------------- 1996 1997 1996 1997 Boston Financial Data Services, Inc. $ 1,489 $ 1,829 $ 3,927 $ 4,989 Argus Health Systems, Inc. 223 722 1,263 3,435 European Financial Data Services Limited (1,728) (3,278) (4,552) (7,073) Other (29) 220 (295) 6 ------------------------- ------------------------- (45) (507) 343 1,357 The Continuum Company, Inc. (4,890) ------------------------- ------------------------- $ (45) $ (507) $ (4,547) $ 1,357 ========================= ========================= 3. New Financial Accounting Standards Earnings per share Earnings per share is determined by dividing net income by the weighted average number of common shares outstanding during the year. The dilutive effect of stock options is not material. The Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share" ("EPS") ("SFAS 128") in February 1997. SFAS 128 replaces the presentation of "Primary EPS" and "Fully Diluted EPS" with "Basic EPS" and "Diluted EPS", respectively. This statement requires a presentation of Basic and Diluted EPS on the face of the income statement for periods ending after December 15, 1997. Basic EPS and Diluted EPS computed in accordance with SFAS 128 would have been as follows: For the Three Months For the Nine Months Ended September 30, Ended September 30, ----------------------- ---------------------- 1996 1997 1996 1997 Basic earnings per share $2.78 $0.29 $3.11 $0.87 Diluted earnings per share $2.76 $0.28 $3.08 $0.86 Comprehensive income The Company holds, among others, approximately 4.3 million shares of Computer Sciences Corporation common stock and approximately 6.0 million shares of State Street Corporation common stock as investments. At June 30, 1997, the Company's investments in available for sale securities had an aggregate market value of $604.2 million. At September 30, 1997, these investments had an aggregate market value of $688.9 million. The $84.7 million unrealized gain in the third quarter 1997 on the Company's investments in these securities, net of deferred taxes of $33.1 million, has been recorded in stockholders' equity in accordance with SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities." The Financial Accounting Standards Board issued Statement No. 130, "Reporting Comprehensive Income" in June 1997. The new statement requires that all changes in equity during a period except those resulting from investments by owners and distributions to owners be reported as "comprehensive income" in the financial statements beginning in 1998. Upon implementation, DST will include the net unrealized gain or loss on its available-for-sale securities in the computation of comprehensive income. Segment information The Financial Accounting Standards Board issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information" in June 1997. The new statement requires that companies report financial and descriptive information about reportable operating segments in the financial statements beginning in 1998. The Company is currently evaluating the effect that implementation of the new standard will have on the information disclosed in its financial statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The discussions set forth in this Form 10-Q contain forward-looking comments. These comments contain such descriptions as "anticipates," "believes," "expects" and similar terms and conjugations thereof. Such comments are based upon the information currently available to management of the Company and management's perception thereof as of the date of this report. Actual results of the Company's operations could materially differ from those indicated in the forward-looking comments. The difference could be caused by a number of factors including, but not limited to, those discussed in a Current Report on Form 8-K dated March 22, 1996, which has been filed with the SEC which is hereby incorporated by reference. That Current Report may be obtained by contacting the Commission's public reference operations. Readers are strongly encouraged to obtain and consider the factors listed in the March 22, 1996, Current Report and any amendments or modifications thereof when evaluating any forward-looking comments concerning the Company. 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, 1996. INTRODUCTION The Company provides sophisticated information processing and computer software services and products, primarily to mutual funds, insurance providers, banks and other financial services organizations. RECENT EVENTS In July 1997, the Company sold its interest in First of Michigan Capital Corporation for $9.6 million. The transaction, on an after-tax basis, did not have a material effect on the Company's financial position or results of operations. In August 1997, the Company purchased an 81% interest in MSE-Integrated Systems, Inc. (MSE), the international information technology subsidiary of the Chicago Stock Exchange (CHX) for approximately $4.0 million in cash. Following its acquisition by DST, MSE acquired the business of Catalyst Consulting, the proprietary research arm of Catalyst Institute, a Chicago-based public policy research institution for global financial markets, and established an operating alliance with Catalyst Institute. MSE has changed its name to DST Catalyst, Inc. DST Catalyst develops, markets, installs, maintains and operates computer systems to support securities exchanges and brokerage firms and performs research and consulting related to the development of financial markets and institutions. In October 1997, the Company purchased the remaining 20% minority interest in DBS Systems Corp. for $13.2 million in cash. The excess of the purchase price over the net assets acquired of $11.6 million will be amortized over 12 years. On a proforma basis, these transactions, both individually and in the aggregate, did not have a material impact on the Company's historical results of operations or financial position. RESULTS OF OPERATIONS Third Quarter and Year-to-Date 1996 versus Third Quarter and Year-to-Date 1997 For the quarter ended September 30, 1997, DST's consolidated net income was $14.1 million, or $0.29 per share, as compared to $138.6 million, or $2.78 per share for the quarter ended September 30, 1996. Eliminating the net after tax gain of $127.6 million resulting from the completion of the merger of The Continuum Company ("Continuum") and Computer Sciences Corporation ("CSC") (the "Continuum Merger"), net income for the quarter ended September 30, 1996, would have been $11.0 million or $0.22 per share. For the nine months ended September 30, 1997, DST's consolidated net income was $43.0 million, or $0.87 per share, as compared to $155.4 million, or $3.11 per share for the nine months ended September 30, 1996. Eliminating the net after tax gain from the Continuum / CSC merger and equity in losses of Continuum, net income for the nine months ended September 30, 1996, would have been $32.2 million or $0.65 per share. Revenues Consolidated revenues for the three and nine months ended September 30, 1997, were $159.9 million and $473.9 million, respectively, which represent increases of 14.5% and 11.0%, respectively, over the comparable 1996 periods. Domestic revenues for the three and nine months ended September 30, 1997, were $134.2 million and $405.0 million, respectively, which represent increases of 12.3% and 10.8%, respectively, over the comparable 1996 periods, reflecting growth in mutual fund, portfolio accounting, output processing, Automated Work Distributor (AWD) and satellite television subscriber management revenues. The number of United States mutual fund shareowner accounts serviced by DST increased to 43.1 million at September 30, 1997, an increase of 3.1 million accounts from September 30, 1996 and 2.0 million from December 31, 1996. The Company anticipates the addition of approximately 1.0 million accounts from committed new client conversions in the fourth quarter 1997. Additionally, the Company expects that remote processing clients with approximately 1.1 million accounts will switch to in-house processing by the end of 1997. Output Technologies domestic revenues for the three and nine months ended September 30, 1997, increased 9% and 8%, respectively, based on an increase in pages printed. AWD workstations licensed in the United States increased to 18,786 at September 30, 1997, an increase of 59% from September 30, 1996 and 41% from December 31, 1996. Satellite television subscriber management revenues for the three and nine months ended September 30, 1997, increased significantly over the comparable 1996 periods due to an increased number of subscribers and continuing systems development activities. International revenues for the three and nine months ended September 30, 1997, were $25.7 million and $68.9 million, respectively, increases of 28.0% and 12.1%, respectively, over the comparable 1996 periods. Increases in third quarter revenues resulted from increased license and support revenues for investment accounting and AWD systems, and higher Canadian mutual fund revenues. AWD workstations licensed outside the United States increased to 7,110 at September 30, 1997, an increase of 49% from September 30, 1996 and 12% from December 31, 1996. Canadian mutual fund accounts serviced totaled 0.7 million at September 30, 1997, an increase of 188% from December 31, 1996. Costs and expenses Consolidated costs and expenses for the three and nine months ended September 30, 1997, increased 13.9% and 10.0%, respectively, over the comparable 1996 periods, primarily from increased personnel and facilities costs to support revenue growth. Domestic costs and expenses increased 13.1% and 9.9%, respectively, and international costs and expenses increased 17.0% and 10.7%, respectively, for the three and nine months ended September 30, 1997, over the comparable 1996 periods. The Company has experienced some increases in costs necessary to hire and retain computer programmers and other systems professionals. While these cost increases have not materially affected the Company's overall cost structure to date, the Company believes that the costs associated with computer programmers and other systems professionals may continue to increase at least through the year 2000 at rates above general inflation. Depreciation and amortization Depreciation and amortization expenses for the three months ended September 30, 1997 decreased 1.8% over the comparable 1996 period. For the nine months ended September 30, 1997, depreciation and amortization increased 1.5% over the comparable 1996 period. The containment of depreciation and amortization expenses in 1997 is primarily the result of lower capital additions in 1996 and 1997 compared to prior years and the Company's use of accelerated depreciation methods for electronic data processing equipment. Interest expense Interest expense totaled $2.0 million for the third quarter 1997, an increase of $0.6 million over the prior year quarter due to higher average debt balances. Year-to-date 1997, interest expense totaled 6.0 million, an increase of $0.9 million over the prior year. The increases in interest expense is primarily the result of higher average debt balances. Other expenses In connection with the merger of Continuum with CSC in 1996, DST elected to make a one-time $13.7 million ESOP contribution to provide funding for certain Continuum employee withdrawals from DST's ESOP. This expense, net of tax, is included in the $127.6 million gain on the sale of Continuum previously discussed. Equity in earnings (losses) of unconsolidated affiliates Equity in losses of unconsolidated affiliates totaled $0.5 million for the three months ended September 30, 1997, as compared to essentially breakeven results for the three months ended September 30, 1996. Equity in earnings of unconsolidated affiliates totaled $1.4 million for the nine months ended September 30, 1997, an increase of $1.0 million as compared to the nine months ended September 30, 1996, excluding the equity in earnings or losses of Continuum. Increased earnings were recorded at Boston Financial Data Services, Inc. resulting from increased non-mutual fund related processing and increased mutual fund operating earnings and at Argus Health Systems, Inc., as claims processed for the three and nine months ended September 30, 1997, increased 16% and 17% , respectively, over the comparable 1996 periods. Argus has received notice of termination from a significant client whose contract terminates in the first quarter 1998. Increased losses were recorded at European Financial Data Services Limited ("EFDS") resulting from increased FAST2000 development costs and additional operating costs to add new full service clients and support existing clients' unit trust growth. Unitholder accounts serviced by EFDS totaled 0.8 million at September 30, 1997, an increase of 125% from December 31, 1996. Initial installation of FAST2000 unit trust system components at EFDS is expected by the end of 1997. Income taxes The Company's effective tax rate for the third quarter 1997 was 33.2% as compared to 25.5% for the prior year quarter (excluding the effects of the Continuum merger), primarily as a result of non-recurring tax credits in 1996. The Company's year-to-date effective tax rate for 1997 was 34.0% as compared to 35.3% (excluding the effects of Continuum) for the prior year, primarily as a result of differences in non-U.S. income tax rates. LIQUIDITY AND CAPITAL RESOURCES The Company uses internally generated funds and borrowings from third parties to fund operating and investing activities. The Company's cash flows from operating activities totaled $77.6 million during the nine months ended September 30, 1997. Cash flows from operating activities were reduced by payment of a $13.7 million ESOP contribution made in first quarter 1997 in conjunction with the 1996 Continuum merger. The Company has expended $41.1 million in 1997 for capital additions. Investments in and advances to unconsolidated affiliates totaled $15.4 million, primarily as a result of funding the development of FAST2000 at EFDS. During 1997, the Company has repurchased 450,000 shares of its Common Stock for $14.5 million, pursuant to a formal plan previously announced. The Company maintains a $50 million bank line of credit facility to finance short-term working capital requirements available through May 1998, of which total borrowings were $17.2 million at September 30, 1997. Additionally, the Company maintains a five-year revolving credit facility of $125 million with a syndicate of U.S. and international banks. Total borrowings of $20 million were outstanding on this facility at September 30, 1997. 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 credit facilities, will be sufficient to meet the Company's operating and debt service requirements and other current liabilities for at least the next twelve months. Further, the Company believes that its longer-term liquidity and capital requirements will be met through cash flows from operations and existing bank credit facilities. OTHER 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. Year 2000 The approach of the year 2000 raises a general issue with hardware and software on a world-wide basis concerning potential problems caused by date comparisons and calculations across the century boundary. The Company is performing a project to thoroughly analyze its products and services and is undertaking the work necessary to ensure that they continue to operate correctly across the century boundary. The expenses associated with this project are expensed as incurred. At this time, the Company is unable to determine if such expenses will be material to the Company. 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. Item 5. Other Information Nine Months Ended Nine Months Ended Sources of Revenue September 30, 1996 September 30, 1997 - --------------------------- ---------------------- --------------------- (dollars in thousands) U.S. revenues Mutual fund / investment management Data processing services $ 190,582 44.7% $ 211,420 44.6% Output processing 56,101 13.1% 63,919 13.5% ---------------------- --------------------- 246,683 57.8% 275,339 58.1% Other output processing 70,036 16.4% 72,666 15.3% Other 48,810 11.4% 56,977 12.0% ---------------------- -------------------- Total U.S. revenues 365,529 85.6% 404,982 85.4% International revenues 61,518 14.4% 68,959 14.6% ---------------------- -------------------- Total revenues $ 427,047 100.0% $ 473,941 100.0% ====================== ==================== Three Months Nine Months Geographic Operating Results Ended September 30, Ended September 30, - ------------------------------------------- ------------------------ ------------------------ (in thousands) 1996 1997 1996 1997 Domestic revenues $119,483 $134,157 $365,529 $404,982 Domestic income from operations 3,419 20,854 40,493 66,824 International revenues 20,086 25,706 61,518 68,959 International income (losses) from operations (1,697) (2,127) (582) 745 December 31, September 30, Other Operating and Financial Data 1996 1997 - --------------------------------------- -------------------------------- Investment Market Values (in thousands) (1) Computer Sciences Corporation $ 354,466 $ 305,369 State Street Corporation 192,992 363,932 Euronet Services, Inc. (2) $ 1,167 $ 13,556 Operating Data TA2000 mutual fund shareowner accounts (millions) 41.1 43.1 TRAC-2000 mutual fund accounts (millions) (3) 1.3 1.9 TRAC-2000 participants (millions) 0.6 0.8 Securities Transfer System accounts (millions) 6.1 6.2 Portfolio Accounting System portfolios 2,074 2,320 Automated Work Distributor Workstations 19,700 25,896 Nine Months Ended September 30, -------------------------------- 1996 1997 Output Technologies pages printed (millions) 872 1,067 Argus Pharmaceutical claims processed (millions) 94 110 (1) Based upon the closing price on the last trading day of the applicable period at the exchange where principally traded. (2) Euronet Services, Inc. finalized its initial public offering on March 6, 1997. The September 30, 1997 investment balance is based upon the closing price listed on the NASDAQ. (3) Included in TA2000 mutual fund shareowner accounts. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27.1 - Financial Data Schedule (b) Reports on Form 8-K: The Company filed a Form 8-K dated July 17, 1997, under Item 5 of such form, reporting the announcement of financial results for the quarter ended June 30, 1997 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 11, 1997. DST Systems, Inc. /s/ Kenneth V. Hager Kenneth V. Hager Vice President and Chief Financial Officer (Principal Financial Officer)