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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
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Date of Report (Date of earliest event reported): November 4, 2015 |
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COMPUTER SCIENCES CORPORATION | |
(Exact name of Registrant as specified in its charter) | |
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Nevada | 1-4850 | 95-2043126 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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3170 Fairview Park Drive | 22042 |
Falls Church, Virginia | (Zip Code) |
(Address of Principal Executive Offices) | |
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Registrant’s telephone number, including area code (703) 876-1000 |
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Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On November 4, 2015, Computer Sciences Corporation (the “Company” or "CSC") issued a press release reporting its preliminary financial results for the second quarter ended October 2, 2015. The Company will hold a conference call at 5:00 PM ET, on Wednesday, November 4, 2015, in which the Chief Executive Officer and the Chief Financial Officer will discuss this matter. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference and made a part hereof.
This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
Item 8.01 Other Events
On November 4, 2015, CSC announced that the Board had approved proceeding with the Spin-Off of the U.S. Public Sector Business under the CSRA Inc. name and had set the record date and the special cash distribution of $10.50 in the aggregate per CSC share. CSC issued a press release entitled “CSC Board Approves Proceeding with Spin-Off of U.S. Public Sector Business Under CSRA Inc. Name”. The text of this press release is furnished herewith as Exhibit 99.2.
All statements in this report that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibit is filed herewith.
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Exhibit No. | Description |
99.1 | Earnings Press Release issued November 4, 2015 |
99.2 | Press Release entitled “CSC Board Approves Proceeding with Spin-Off of U.S. Public Sector Business Under CSRA Inc. Name” issued November 4, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
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| | | | COMPUTER SCIENCES CORPORATION |
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Dated: | November 4, 2015 | | By: | /s/ Paul N. Saleh |
| | | | Paul N. Saleh |
| | | | Executive Vice President and Chief Financial Officer |
Exhibit Index
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Exhibit No. | Description |
99.1 | Earnings Press Release issued November 4, 2015 |
99.2 | Press Release entitled “CSC Board Approves Proceeding with Spin-Off of U.S. Public Sector Business Under CSRA Inc. Name” issued November 4, 2015 |
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| Moved on Business Wire |
| November 4, 2015 |
CSC Delivers Earnings Growth, Margin Expansion and Improved Cash Flow Performance
in Second Quarter Fiscal 2016
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• | Diluted Earnings per Share from Continuing Operations of $1.19 |
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• | Non-GAAP Diluted Earnings per Share from Continuing Operations of $1.26, up 7% YoY |
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• | Income from Continuing Operations Before Taxes of $176 Million |
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• | Operating Income, adjusted for certain items, of $331 Million and Operating Income Margin on the same basis of 12.2%, up 90 basis points YoY |
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• | Year-to-date Net Cash Provided by Operating Activities of $441 Million |
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• | Year-to-date Free Cash Flow of $170 Million, up $69 Million YoY |
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• | FY16 Non-GAAP EPS from Continuing Operations Target Remains $4.75 to $5.05 |
FALLS CHURCH, Va., Nov. 4, 2015 - CSC (NYSE: CSC) today reported results for the second quarter of fiscal year 2016.
“Second quarter results were in-line with our expectations," said Mike Lawrie, president and CEO. “Profitability again improved year-over-year in our commercial business and remained strong in our public sector business, and we delivered improved cash flow. During the quarter, we also completed the acquisitions of Fixnetix and Fruition Partners, which are consistent with our strategy of shifting our revenue mix to applications, consulting, and next-generation offerings with better growth, profitability, and cash flow. Finally, we remain on track to complete the separation of our U.S. public sector business, pay the $10.50 per share special dividend to shareholders, and complete the merger of our public sector business with SRA.”
Financial Highlights
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• | Diluted earnings per share from continuing operations were $1.19 in the second quarter and included ($0.30) per share in separation, merger, and other transaction costs, ($0.01) per share in SEC settlement-related items, ($0.14) per share in real estate restructuring charges, and $0.38 per share from a tax valuation allowance benefit. Excluding these items, non-GAAP diluted earnings per share from continuing operations were $1.26, up 7 percent when compared with $1.18 in the second quarter of fiscal 2015. |
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• | Income from continuing operations before taxes was $176 million. Excluding the impact of certain items, non-GAAP income from continuing operations before taxes was $247 million compared with $245 million a year ago. |
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• | Operating income was $308 million. Operating income, adjusted for certain items, was $331 million and compares with $349 million in the prior year. Operating margin on the same basis was 12.2 percent, up from 11.3 percent in the prior year. |
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• | Income from continuing operations was $173 million for the second quarter. Excluding the impact of the items discussed above, non-GAAP income from continuing operations was $183 million, compared with $177 million in the prior year. |
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• | Earnings before interest and taxes (EBIT) was $204 million and included $48 million in separation, merger, and other transaction costs, $2 million in SEC settlement-related items, and $21 million in real estate restructuring charges. Adjusting for these items, EBIT was $275 million, and compares with $276 million in the second quarter of fiscal 2015, and EBIT margin was 10.1 percent, up from 9.0 percent in the prior year. |
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• | Year-to-date, net cash provided by operating activities was $441 million compared with $490 million in the prior year. |
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• | Year-to-date, free cash flow was $170 million compared with $101 million in the prior year, an increase of $69 million. |
Global Business Services
GBS revenue of $891 million in the quarter compares with $1,003 million in the year ago quarter, a decline of 3.7 percent year-over-year in constant currency. The GBS revenue decline was driven by the ongoing repositioning of our consulting business and contract completions in our applications business. GBS operating margin, excluding the impact of certain items, was 12.8 percent, down slightly from 13.0 percent a year ago. New business awards for GBS were $0.7 billion in the second quarter.
Global Infrastructure Services
GIS revenue of $854 million in the quarter compares with $1,036 million in the year-ago quarter, a decline of 10.8 percent year-over-year in constant currency. The GIS revenue decline was driven by the impact of restructured contracts, other contract completions, and price-downs, which more than offset growth in next-generation offerings. GIS operating margin, excluding the impact of certain items, was 8.5 percent, up from 6.6 percent a year ago. New business awards for GIS were $0.7 billion in the quarter.
North American Public Sector
NPS revenue was $967 million in the second quarter, a decrease of 7.1 percent when compared with $1,041 million in the second quarter of fiscal 2015. The NPS revenue decline was driven by program completions and changes in task orders, which more than offset new work across all parts of the business. NPS operating margin, excluding the impact of certain items, was 16.6 percent, up from 15.4 percent in the prior year. New business awards for NPS were $1.5 billion in the quarter.
Returning Capital to Shareholders and Separation Update
During the second quarter, CSC returned $32 million to shareholders in common stock dividends. Separately, CSC today announced that its Board of Directors has approved proceeding with the previously announced separation of its U.S. public sector business under a new name, CSRA Inc., as well as the declaration of a special cash distribution of $10.50 in the aggregate per CSC share. The separation will occur through a one-for-one pro rata distribution of all CSRA shares to CSC stockholders on November 27, 2015 after market close.
CSC had 138,472,660 basic shares outstanding on October 2, 2015.
Earnings Conference Call and Webcast
CSC senior management will host a conference call and webcast at 5 p.m. ET today. The dial-in number for domestic callers is 800-218-2154. Callers who reside outside of the United States or Canada should dial 913-312-0963. The passcode for all participants is 8931468. The webcast audio and any presentation slides will be available on CSC’s Investor Relations website.
A replay of the conference call will be available from approximately two hours after the conclusion of the call until November 11, 2015. The replay dial-in number is 888-203-1112 for domestic callers and 719-457-0820 for callers who reside outside of the United States and Canada. The replay passcode is also 8931468. A replay of this webcast will also be available on CSC’s website.
Investor Day Webcast
CSC will host an Investor Day tomorrow, November 5, 2015, in New York, with presentations beginning at approximately 9:30 a.m. ET. An audio webcast of the Investor Day and any presentation slides will be available on CSC’s Investor Relations website. The dial-in number for domestic callers is 877 790-0014. Callers who reside outside of the United States or Canada should dial 706 634-5163. The Conference Identification number for all participants is 75987678.
Non-GAAP Measures
In an effort to provide investors with additional information regarding the Company’s preliminary and unaudited results as determined by U.S. generally accepted accounting principles (GAAP), the Company has also disclosed in this press release preliminary non-GAAP information, and certain further adjustments thereto, which management believes provides useful information to investors, including: operating income, adjusted operating income, earnings before interest and taxes (EBIT), adjusted EBIT, free cash flow, and non-GAAP results including non-GAAP income (loss) from continuing operations and non-GAAP diluted earnings (loss) per share from continuing operations.
Reconciliations of the preliminary non-GAAP measures to the respective and most directly comparable GAAP measures, as well as the rationale for management’s use of non-GAAP measures, are included below.
About CSC
Computer Sciences Corporation (CSC) is a global leader of next generation information technology (IT) services and solutions. The Company's mission is to enable superior returns on our clients’ technology investments through best-in-class industry solutions, domain expertise and global scale. CSC has approximately 70,000 employees and reported revenue of $11.3 billion for the 12 months ended October 2, 2015. For more information, visit the company's website at www.csc.com.
All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.
# # #
Contact:
Richard Adamonis, Corporate Media Relations, 862.228.3481, radamonis@csc.com
Neil DeSilva, M&A and Investor Relations, 703.641.3453, neildesilva@csc.com
Business Segment Revenues, Operating Income and Operating Margins
(preliminary and unaudited)
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Revenues by Segment | | | | | | | | |
| | Quarter Ended |
(Amounts in millions) | | October 2, 2015 |
| October 3, 2014 | | % Change | | % Change in Constant Currency |
Global Business Services | | $ | 891 |
| | $ | 1,003 |
| | (11.2 | )% | | (3.7 | )% |
Global Infrastructure Services | | 854 |
| | 1,036 |
| | (17.6 | ) | | (10.8 | ) |
North American Public Sector | | 967 |
| | 1,041 |
| | (7.1 | ) | | (7.1 | ) |
Total Revenues | | $ | 2,712 |
| | $ | 3,080 |
| | (11.9 | )% | | (68.6 | )% |
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| | Six Months Ended |
(Amounts in millions) | | October 2, 2015 | | October 3, 2014 | | % Change | | % Change at Constant Currency |
Global Business Services | | $ | 1,810 |
| | $ | 2,091 |
| | (13.4 | )% | | (5.7 | )% |
Global Infrastructure Services | | 1,739 |
| | 2,167 |
| | (19.8 | ) | | (13.2 | ) |
North American Public Sector | | 1,924 |
| | 2,059 |
| | (6.6 | ) | | (6.6 | ) |
Total Revenues | | $ | 5,473 |
| | $ | 6,317 |
| | (13.4 | )% | | (69.6 | )% |
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Operating Income and Operating Margins by Segment | | | | |
| | Quarter Ended |
| | October 2, 2015 | | October 3, 2014 |
(Amounts in millions) | | Operating Income | | Operating Margin | | Operating Income | | Operating Margin |
Global Business Services | | $ | 101 |
| | 11.3 | % | | $ | 130 |
| | 13.0 | % |
Global Infrastructure Services | | 64 |
| | 7.5 |
| | 68 |
| | 6.6 |
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North American Public Sector | | 160 |
| | 16.5 |
| | 160 |
| | 15.4 |
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Corporate | | (17 | ) | | — |
| | (9 | ) | | — |
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Total Operating Income | | $ | 308 |
| | 11.4 | % | | $ | 349 |
| | 11.3 | % |
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| | | | | | | | | | | | | | |
| | Six Months Ended |
| | October 2, 2015 | | October 3, 2014 |
(Amounts in millions) | | Operating Income | | Operating Margin | | Operating Income | | Operating Margin |
Global Business Services | | $ | 198 |
| | 10.9 | % | | $ | 238 |
| | 11.4 | % |
Global Infrastructure Services | | 117 |
| | 6.7 | % | | 139 |
| | 6.4 | % |
North American Public Sector | | 296 |
| | 15.4 | % | | 311 |
| | 15.1 | % |
Corporate & Eliminations | | (5 | ) | | — |
| | (35 | ) | | — |
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Total Operating Income | | $ | 606 |
| | 11.1 | % | | $ | 653 |
| | 10.3 | % |
Consolidated Condensed Statements of Operations
(preliminary and unaudited)
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| | Quarter Ended | | Six Months Ended |
(Amounts in millions, except per-share amounts) | | October 2, 2015 | | October 3, 2014 | | October 2, 2015 | | October 3, 2014 |
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Revenues | | $ | 2,712 |
| | $ | 3,080 |
| | $ | 5,473 |
| | $ | 6,317 |
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Costs of services (excludes depreciation and amortization and restructuring costs) | | 1,970 |
| | 2,207 |
| | 3,996 |
| | 4,571 |
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Selling, general and administrative (excludes restructuring costs) | | 286 |
| | 346 |
| | 570 |
| | 690 |
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Depreciation and amortization | | 203 |
| | 252 |
| | 410 |
| | 524 |
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Restructuring costs | | 6 |
| | (7 | ) | | 6 |
| | 3 |
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Separation and merger costs | | 46 |
| | — |
| | 64 |
| | — |
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Interest expense | | 35 |
| | 36 |
| | 70 |
| | 75 |
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Interest income | | (7 | ) | | (5 | ) | | (18 | ) | | (10 | ) |
Other (income) expense, net | | (3 | ) | | 6 |
| | (29 | ) | | 5 |
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Total costs and expenses | | 2,536 |
| | 2,835 |
| | 5,069 |
| | 5,858 |
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Income from continuing operations, before taxes | | 176 |
| | 245 |
| | 404 |
| | 459 |
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Income tax (benefit) expense | | 3 |
| | 68 |
| | 67 |
| | 123 |
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Income from continuing operations | | 173 |
| | 177 |
| | 337 |
| | 336 |
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Loss from discontinued operations, net of taxes | | — |
| | (21 | ) | | — |
| | (29 | ) |
Net income | | 173 |
| | 156 |
| | 337 |
| | 307 |
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Less: net income attributable to noncontrolling interest, net of tax | | 6 |
| | 5 |
| | 10 |
| | 10 |
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Net income attributable to CSC common stockholders | | $ | 167 |
| | $ | 151 |
| | $ | 327 |
| | $ | 297 |
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Earnings (loss) per common share | | | | | | | | |
Basic: | | | | | | | | |
Continuing operations | | $ | 1.21 |
| | $ | 1.20 |
| | $ | 2.37 |
| | $ | 2.26 |
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Discontinued operations | | — |
| | (0.15 | ) | | — |
| | (0.20 | ) |
| | $ | 1.21 |
| | $ | 1.05 |
| | $ | 2.37 |
| | $ | 2.06 |
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Diluted: | | | | | | | | |
Continuing operations | | $ | 1.19 |
| | $ | 1.18 |
| | $ | 2.32 |
| | $ | 2.22 |
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Discontinued operations | | — |
| | (0.14 | ) | | — |
| | (0.20 | ) |
| | $ | 1.19 |
| | $ | 1.04 |
| | $ | 2.32 |
| | $ | 2.02 |
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Cash dividend per common share | | $ | 0.23 |
| | $ | 0.23 |
| | $ | 0.46 |
| | $ | 0.46 |
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Weighted average common shares outstanding for: | | | | | | | | |
Basic EPS | | 138.295 |
| | 143.279 |
| | 138.106 |
| | 144.346 |
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Diluted EPS | | 140.532 |
| | 145.596 |
| | 140.699 |
| | 147.155 |
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Selected Balance Sheet Data
(preliminary and unaudited)
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| | As of |
(Amounts in millions) | | October 2, 2015 | | April 3, 2015 |
| | | | |
Assets | | | | |
Cash and cash equivalents | | $ | 1,818 |
| | $ | 2,098 |
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Receivables, net | | 2,127 |
| | 2,369 |
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Prepaid expenses and other current assets | | 500 |
| | 438 |
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Total current assets | | 4,445 |
| | 4,905 |
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Property and equipment, net | | 1,519 |
| | 1,583 |
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Software, net | | 774 |
| | 751 |
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Outsourcing contract costs, net | | 338 |
| | 326 |
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Goodwill | | 1,842 |
| | 1,671 |
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Other assets | | 1,095 |
| | 965 |
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Total Assets | | $ | 10,013 |
| | $ | 10,201 |
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Liabilities | | | | |
Short-term debt and current maturities of long-term debt | | $ | 894 |
| | $ | 904 |
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Accounts payable | | 436 |
| | 422 |
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Accrued payroll and related costs | | 377 |
| | 356 |
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Accrued expenses and other current liabilities | | 1,028 |
| | 1,239 |
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Deferred revenue and advance contract payments | | 587 |
| | 618 |
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Income taxes payable and deferred income taxes | | 55 |
| | 62 |
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Total current liabilities | | 3,377 |
| | 3,601 |
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Long-term debt, net of current maturities | | 1,716 |
| | 1,765 |
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Income tax liabilities and deferred income taxes | | 451 |
| | 412 |
|
Other long-term liabilities | | 1,423 |
| | 1,474 |
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| |
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| | |
Total Equity | | 3,046 |
| | 2,949 |
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| |
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| | |
Total Liabilities and Equity | | $ | 10,013 |
| | $ | 10,201 |
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| | |
Consolidated Condensed Statements of Cash Flows
(preliminary and unaudited)
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| | | | | | | | |
| | Six Months Ended |
(Amounts in millions) | | October 2, 2015 | | October 3, 2014 |
Cash flows from operating activities: | | | | |
Net income | | $ | 337 |
| | $ | 307 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation and amortization | | 410 |
| | 524 |
|
Stock-based compensation | | 7 |
| | 35 |
|
Net gain on dispositions of businesses and assets | | (55 | ) | | (13 | ) |
Excess tax benefit from stock based compensation | | (16 | ) | | (12 | ) |
Other non cash charges, net | | 19 |
| | 21 |
|
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | | | | |
Decrease (increase) in assets | | 176 |
| | (32 | ) |
Decrease in liabilities | | (437 | ) | | (340 | ) |
Net cash provided by operating activities | | 441 |
| | 490 |
|
| | | | |
Cash flows from investing activities: | | | | |
Purchases of property and equipment | | (184 | ) | | (201 | ) |
Payments for outsourcing contract costs | | (53 | ) | | (28 | ) |
Software purchased and developed | | (104 | ) | | (104 | ) |
Payments for acquisitions, net of cash acquired | | (236 | ) | | (35 | ) |
Business dispositions | | 34 |
| | (13 | ) |
Proceeds from sale of assets | | 50 |
| | 70 |
|
Other investing activities, net | | 12 |
| | 13 |
|
Net cash used in investing activities | | (481 | ) | | (298 | ) |
| | | | |
Cash flows from financing activities: | | | | |
Borrowings of commercial paper | | 299 |
| | — |
|
Payments of commercial paper | | (84 | ) | | — |
|
Borrowings under lines of credit | | 1,310 |
| | — |
|
Repayment of borrowings under lines of credit | | (1,150 | ) | | (32 | ) |
Principal payments on long-term debt | | (461 | ) | | (139 | ) |
Proceeds from stock options and other common stock transactions | | 45 |
| | 125 |
|
Excess tax benefit from stock-based compensation | | 16 |
| | 12 |
|
Repurchase of common stock | | (118 | ) | | (559 | ) |
Dividend payments | | (64 | ) | | (63 | ) |
Other financing activities, net | | (6 | ) | | — |
|
Net cash used in financing activities | | (213 | ) | | (656 | ) |
Effect of exchange rate changes on cash and cash equivalents | | (27 | ) | | (56 | ) |
Net decrease in cash and cash equivalents | | (280 | ) | | (520 | ) |
Cash and cash equivalents at beginning of year | | 2,098 |
| | 2,443 |
|
Cash and cash equivalents at end of period | | $ | 1,818 |
| | $ | 1,923 |
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Non-GAAP Financial Measures
The following tables reconcile non-GAAP financial measures of operating income, earnings before interest and taxes (EBIT), adjusted EBIT, and free cash flow, to the respective most directly comparable financial measure calculated and presented in accordance with GAAP. Also presented below are the Company's non-GAAP results, which exclude certain items that management believes are not indicative of the Company's operating performance. CSC management believes that these non-GAAP financial measures provide useful information to investors regarding the Company's financial condition and results of operations as they provide another measure of the Company's profitability and ability to service its debt, and are considered important measures by financial analysts covering CSC and its peers.
Management uses operating income to evaluate financial performance and it is one of the measures used in assessing management performance. One of the limitations associated with the use of operating income (as compared to reported earnings) is that it does not reflect the complete financial results of the Company. CSC compensates for these limitations by providing a reconciliation between operating income and income from continuing operations, before taxes. Management uses free cash flow as one of the factors in reviewing the overall performance of the business. Management compensates for the limitations of this non-GAAP measure by also reviewing the GAAP measures of operating, investing and financing cash flows.
Management uses non-GAAP income from continuing operations and non-GAAP EPS to evaluate the Company's results, excluding the impact of items that management believes are not indicative of the Company's operating performance. CSC compensates for the limitations of these non-GAAP measures by providing a reconciliation from non-GAAP results to reported results.
GAAP Reconciliations
Operating Income and Adjusted Operating Income
(preliminary and unaudited)
CSC defines operating income as revenue less costs of services, depreciation and amortization expense, restructuring costs and segment selling, general and administrative (SG&A) expense. Operating Income, as defined by CSC, excludes corporate G&A, actuarial and settlement charges related to CSC's pension and other post-employment benefit (OPEB) plans, and separation and merger costs. Operating margin is defined as operating income as a percentage of revenue.
Adjusted operating income is computed by excluding from operating income the impact of the second quarter fiscal 2016 real estate restructuring charge and transaction costs associated with fiscal 2016 acquisitions.
A reconciliation of consolidated operating income to income from continuing operations, before taxes is as follows:
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| | Quarter Ended | | Six Months Ended |
(Amounts in millions) | | October 2, 2015 | | October 3, 2014 | | October 2, 2015 | | October 3, 2014 |
Adjusted Operating income | | $ | 331 |
| | $ | 349 |
| | $ | 629 |
| | $ | 653 |
|
Real estate restructuring charge | | (21 | ) | | — |
| | (21 | ) | | — |
|
Transaction costs | | (2 | ) | | — |
| | (2 | ) | | — |
|
Operating income | | $ | 308 |
| | $ | 349 |
| | $ | 606 |
| | $ | 653 |
|
Corporate G&A | | (61 | ) | | (67 | ) | | (115 | ) | | (123 | ) |
Pension & OPEB actuarial & settlement losses | | — |
| | — |
| | — |
| | (1 | ) |
Separation and merger costs | | (46 | ) | | — |
| | (64 | ) | | — |
|
Interest expense | | (35 | ) | | (36 | ) | | (70 | ) | | (75 | ) |
Interest income | | 7 |
| | 5 |
| | 18 |
| | 10 |
|
Other income, net | | 3 |
| | (6 | ) | | 29 |
| | (5 | ) |
Income from continuing operations before taxes | | $ | 176 |
| | $ | 245 |
| | $ | 404 |
| | $ | 459 |
|
| | | | | | | | |
Adjusted Operating margin | | 12.2 | % | | 11.3 | % | | 11.5 | % | | 10.3 | % |
Operating margin | | 11.4 | % | | 11.3 | % | | 11.1 | % | | 10.3 | % |
Earnings Before Interest and Taxes and Adjusted Earnings Before Interest and Taxes
(preliminary and unaudited)
Earnings before interest and taxes (EBIT) is defined as income from continuing operations less interest expense, interest income and income tax expense. EBIT margin is defined as EBIT as a percentage of revenue.
Adjusted EBIT is computed by excluding from EBIT the impact of certain items in the second quarter and first six months of fiscal 2016, including separation, merger, and other transaction costs, the gain on a business divestiture, SEC settlement-related items, and the real estate restructuring charge. Adjusted EBIT margin is computed as adjusted EBIT as a percentage of revenue.
A reconciliation of adjusted EBIT and EBIT to income from continuing operations is as follows:
|
| | | | | | | | | | | | | | | | |
| | Quarter Ended | | Six Months Ended |
(Amounts in millions) | | October 2, 2015 | | October 3, 2014 | | October 2, 2015 | | October 3, 2014 |
Adjusted EBIT | | $ | 275 |
| | $ | 276 |
| | $ | 520 |
| | $ | 524 |
|
Separation, merger, & other transaction costs | | (48 | ) | | — |
| | (66 | ) | | — |
|
Gain on business divestiture | | — |
| | — |
| | 22 |
| | — |
|
SEC settlement-related items | | (2 | ) | | — |
| | 1 |
| | — |
|
Real estate restructuring charge | | (21 | ) | | — |
| | (21 | ) | | — |
|
EBIT | | 204 |
| | 276 |
| | 456 |
| | 524 |
|
Interest expense | | (35 | ) | | (36 | ) | | (70 | ) | | (75 | ) |
Interest income | | 7 |
| | 5 |
| | 18 |
| | 10 |
|
Income tax expense | | (3 | ) | | (68 | ) | | (67 | ) | | (123 | ) |
Income from continuing operations | | $ | 173 |
| | $ | 177 |
| | $ | 337 |
| | $ | 336 |
|
| | | | | | | | |
Adjusted EBIT margin | | 10.1 | % | | 9.0 | % | | 9.5 | % | | 8.3 | % |
EBIT margin | | 7.5 | % | | 9.0 | % | | 8.3 | % | | 8.3 | % |
Free Cash Flow
(preliminary and unaudited)
CSC defines free cash flow as equal to the sum of (1) operating cash flows, (2) investing cash flows, excluding business acquisitions, dispositions and investments (including short-term investments and purchase or sale of available for sale securities), and (3) payments on capital leases and other long-term asset financings.
Free cash flow is further adjusted for certain non-recurring cash flow items, such as (i) payments related to separation, merger, and transaction costs related to fiscal 2016 acquisitions, (ii) payments related to the fiscal 2015 fourth quarter special restructuring, (iii) SEC settlement-related payments, and (iv) benefit from the sale of NPS accounts receivables.
A reconciliation of free cash flow to the most directly comparable GAAP financial measures is as follows:
|
| | | | | | | | | | | | | | | | |
| | Quarter Ended | | Six Months Ended |
(Amounts in millions) | | October 2, 2015 | | October 3, 2014 | | October 2, 2015 | | October 3, 2014 |
Net cash provided by operating activities | | $ | 117 |
| | $ | 217 |
| | $ | 441 |
| | $ | 490 |
|
Net cash used in investing activities | | (397 | ) | | (184 | ) | | (481 | ) | | (298 | ) |
Acquisitions, net of cash acquired | | 236 |
| | 35 |
| | 236 |
| | 35 |
|
Business dispositions | | — |
| | 18 |
| | (34 | ) | | 13 |
|
Payments on capital leases and other long-term asset financings | | (42 | ) | | (55 | ) | | (111 | ) | | (139 | ) |
Payments of separation, merger, and other transaction costs
| | 49 |
| | — |
| | 57 |
| | — |
|
Payments of special restructuring costs | | 32 |
| | — |
| | 51 |
| | — |
|
SEC settlement-related payments | | 1 |
| | — |
| | 187 |
| | — |
|
Sale of NPS accounts receivables | | 57 |
| |
|
| | (176 | ) | | — |
|
Free cash flow | | $ | 53 |
| | $ | 31 |
| | $ | 170 |
| | $ | 101 |
|
Adjusted Segment Operating Income and Operating Margin
(preliminary and unaudited)
Adjusted operating income is computed by excluding from operating income, the impact of the second quarter fiscal 2016 real estate restructuring charge and the transaction costs associated with fiscal 2016 acquisitions. Reconciliations of adjusted operating income to operating income, for the quarter and six months ended October 2, 2015, are as follows:
|
| | | | | | | | | | | | | | | | | | | |
| | Quarter Ended October 2, 2015 |
(Amounts in millions) | | Operating income | | Real estate restructuring charge | | Transaction costs | | Adjusted operating income | | Adjusted operating margin |
Global Business Solutions | | $ | 101 |
| | $ | 12 |
| | $ | 1 |
| | $ | 114 |
| | 12.8 | % |
Global Infrastructure Services | | 64 |
| | 8 |
| | 1 |
| | 73 |
| | 8.5 |
|
North American Public Sector | | 160 |
| | 1 |
| | — |
| | 161 |
| | 16.6 |
|
Corporate | | (17 | ) | | — |
| | — |
| | (17 | ) | |
|
Total | | $ | 308 |
| | $ | 21 |
| | $ | 2 |
| | $ | 331 |
| | 12.2 | % |
|
| | | | | | | | | | | | | | | | | | | |
| | Six Months Ended October 2, 2015 |
(Amounts in millions) | | Operating income | | Real estate restructuring charge | | Transaction costs | | Adjusted operating income | | Adjusted operating margin |
Global Business Solutions | | $ | 198 |
| | $ | 12 |
| | $ | 1 |
| | $ | 211 |
| | 11.7 | % |
Global Infrastructure Services | | 117 |
| | 8 |
| | 1 |
| | 126 |
| | 7.2 |
|
North American Public Sector | | 296 |
| | 1 |
| | — |
| | 297 |
| | 15.4 |
|
Corporate | | (5 | ) | | — |
| | — |
| | (5 | ) | |
|
Total | | $ | 606 |
| | $ | 21 |
| | $ | 2 |
| | $ | 629 |
| | 11.5 | % |
Non-GAAP Results
(preliminary and unaudited)
Non-GAAP results are financial measures calculated by excluding certain items, which management believes are not indicative of the Company's operating performance. A reconciliation of select non-GAAP results to reported results is as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarter ended October 2, 2015 |
(Amounts in millions, except per-share amounts) | | As reported | | Separation, merger, & other transaction costs | | SEC settlement-related items | | Real estate restructuring charge | | Tax valuation allowance benefit | | Non-GAAP results |
Costs of services (excludes depreciation and amortization and restructuring costs) | | $ | 1,970 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,970 |
|
| | | | | | | | | | | | |
Selling, general and administrative (excludes restructuring costs) | | $ | 286 |
| | $ | (2 | ) | | $ | (2 | ) | | $ | — |
| | $ | — |
| | $ | 282 |
|
| | | | | | | | | | | | |
Income (loss) from continuing operations, before taxes | | $ | 176 |
| | $ | (48 | ) | | $ | (2 | ) | | $ | (21 | ) | | $ | — |
| | $ | 247 |
|
Income tax expense (benefit) | | 3 |
| | (6 | ) | | — |
| | (2 | ) | | (53 | ) | | 64 |
|
Income (loss) from continuing operations | | $ | 173 |
| | $ | (42 | ) | | $ | (2 | ) | | $ | (19 | ) | | $ | 53 |
| | $ | 183 |
|
| | | | | | | | | | | | |
Net income (loss) | | $ | 173 |
| | $ | (42 | ) | | $ | (2 | ) | | $ | (19 | ) | | $ | 53 |
| | $ | 183 |
|
Less: net income attributable to noncontrolling interest, net of tax | | 6 |
| | — |
| | — |
| | — |
| | — |
| | 6 |
|
Net income (loss) attributable to CSC common stockholders | | $ | 167 |
| | $ | (42 | ) | | $ | (2 | ) | | $ | (19 | ) | | $ | 53 |
| | $ | 177 |
|
| | | | | | | | | | | | |
Effective tax rate | | 1.7 | % | | | | | | | | | | 26.0 | % |
| | | | | | | | | | | | |
Basic EPS from continuing operations | | $ | 1.21 |
| | $ | (0.30 | ) | | $ | (0.01 | ) | | $ | (0.14 | ) | | $ | 0.38 |
| | $ | 1.28 |
|
Diluted EPS from continuing operations | | $ | 1.19 |
| | $ | (0.30 | ) | | $ | (0.01 | ) | | $ | (0.14 | ) | | $ | 0.38 |
| | $ | 1.26 |
|
| | | | | | | | | | | | |
Weighted average common shares outstanding for: | | | | | | | | | | | | |
Basic EPS | | 138.295 |
| | 138.295 |
| | 138.295 |
| | 138.295 |
| | 138.295 |
| | 138.295 |
|
Diluted EPS | | 140.532 |
| | 140.532 |
| | 140.532 |
| | 140.532 |
| | 140.532 |
| | 140.532 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended October 2, 2015 |
(Amounts in millions, except per-share amounts) | | As reported | | Separation, merger, & other transaction costs | | Gain on business divestiture | | SEC settlement-related items | | Real estate restructuring charge | | Tax valuation allowance benefit | | Non-GAAP results |
Costs of services (excludes depreciation and amortization and restructuring costs) | | $ | 3,996 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 3,996 |
|
| | | | | | | | | |
| | | | |
Selling, general and administrative (excludes restructuring costs) | | $ | 570 |
| | $ | (2 | ) | | $ | — |
| | $ | 1 |
| | $ | — |
| | $ | — |
| | $ | 569 |
|
| | | | | | | | | |
| | | | |
Income (loss) from continuing operations, before taxes | | $ | 404 |
| | $ | (66 | ) | | $ | 22 |
| | $ | 1 |
| | $ | (21 | ) | | $ | — |
| | $ | 468 |
|
Income tax expense (benefit) | | 67 |
| | (13 | ) | | 8 |
| | 1 |
| | (2 | ) | | (53 | ) | | 126 |
|
Income (loss) from continuing operations | | $ | 337 |
| | $ | (53 | ) | | $ | 14 |
| | $ | — |
| | $ | (19 | ) | | $ | 53 |
| | $ | 342 |
|
| | | | | | | | | | | | | | |
Net income (loss) | | $ | 337 |
| | $ | (53 | ) | | $ | 14 |
| | $ | — |
| | $ | (19 | ) | | $ | 53 |
| | $ | 342 |
|
Less: net income attributable to noncontrolling interest, net of tax | | 10 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 10 |
|
Net income (loss) attributable to CSC common stockholders | | $ | 327 |
| | $ | (53 | ) | | $ | 14 |
| | $ | — |
| | $ | (19 | ) | | $ | 53 |
| | $ | 332 |
|
| | | | | | | | | | | | | | |
Effective tax rate | | 16.6 | % | | | | | | | | | | | | 26.9 | % |
| | | | | | | | | | | | | | |
Basic EPS from continuing operations | | $ | 2.37 |
| | $ | (0.38 | ) | | $ | 0.10 |
| | $ | — |
| | $ | (0.14 | ) | | $ | 0.38 |
| | $ | 2.40 |
|
Diluted EPS from continuing operations | | $ | 2.32 |
| | $ | (0.38 | ) | | $ | 0.10 |
| | $ | — |
| | $ | (0.14 | ) | | $ | 0.38 |
| | $ | 2.36 |
|
| | | | | | | | | | | | | | |
Weighted average common shares outstanding for: | | | | | | | | | | | | | | |
Basic EPS | | 138.106 |
| | 138.106 |
| | 138.106 |
| | 138.106 |
| | 138.106 |
| | 138.106 |
| | 138.106 |
|
Diluted EPS | | 140.699 |
| | 140.699 |
| | 140.699 |
| | 140.699 |
| | 140.699 |
| | 140.699 |
| | 140.699 |
|
Exhibit 99.2
CSC Board Approves Proceeding with Spin-Off of U.S. Public Sector Business Under CSRA Inc. Name
Sets Record Date for Spin-Off and $10.50 Per Share Special Cash Dividend
| |
• | Record date for Spin-Off and Special Dividend: November 18, 2015 |
| |
• | Expected distribution date of CSRA shares: November 27, 2015, after market close |
| |
• | Expected payment date of $10.50 Special Dividend: November 30, 2015 |
| |
• | On track to complete the merger with SRA on November 30, 2015 |
Falls Church, VA, Nov. 4, 2015—CSC (NYSE: CSC) today announced that its Board of Directors has approved proceeding with the previously announced separation of its U.S. public sector business under a new name, CSRA Inc., as well as the declaration of a special cash distribution of $10.50 in the aggregate per CSC share (the “Special Dividend”). The separation will occur through a one-for-one pro rata distribution of all CSRA shares to CSC stockholders.
Following its separation from CSC, CSRA is expected to complete its previously announced combination with SRA International (SRA) on November 30, 2015, subject to satisfaction of the conditions to the merger. The new company will officially change its name to CSRA Inc. upon completion of the combination.
“The vision we outlined in May – creating two pure-play leaders in the commercial and public sector markets – is becoming a reality,” said Mike Lawrie, president and CEO of CSC. “Today’s announcement marks another important milestone towards the completion of our business separation and the establishment of CSRA, a new leader in U.S. public sector IT services.”
Transaction Details
Subject to satisfaction of applicable conditions, the distribution of shares of common stock of CSRA is expected to occur on November 27, 2015, after the close of trading on the New York Stock Exchange (NYSE), and the payment of the Special Dividend is expected to occur on November 30, 2015. The NYSE is scheduled to close at 1 p.m. ET on November 27, 2015.
In the distribution, CSC stockholders will receive one share of CSRA common stock for each share of CSC common stock held on November 18, 2015, the record date for the distribution. Following the distribution of CSRA shares, CSC and CSRA each will pay concurrent special cash dividends which, in the aggregate will total $10.50 per share. Of that $10.50 per share dividend, $2.25 will be paid by CSC and $8.25 will be paid by CSRA. Payment of each portion of the Special Dividend will be made to holders of CSC common stock on the record date who receive shares of CSRA common stock in the distribution.
Combination with SRA
The combination with SRA remains on track for completion on November 30, 2015 subject to satisfaction of the conditions to the merger. In connection with the completion of the merger, the common stock of SRA will be automatically converted into the right to receive $390 million in cash and CSRA common stock constituting approximately 15.32 percent of CSRA’s outstanding common stock. No portion of the Special Dividend will be payable on CSRA shares issued in the SRA merger.
NYSE Trading Details
Both CSC and CSRA will be listed on the NYSE. CSC common stock will continue to trade under the ticker symbol “CSC.” Shares of CSRA common stock will begin trading under the symbol “CSRA.”
Beginning on or about November 16, 2015 and continuing up to and through the distribution date, it is expected that there will be two markets in CSC common stock. Shares that trade in the “regular-way” market will be entitled to receive both the shares of CSRA common stock and the Special Dividend; shares that trade in the “ex-distribution” market will trade without the entitlements to shares of CSRA common stock or the Special Dividend. Shares of CSC in the “ex-distribution” market will trade under the ticker symbol “CSC WI.”
CSRA anticipates that “when-issued” trading will begin on or about November 16, 2015, and will continue up to and through the distribution date. Shares of CSRA in the “when-issued” market will trade under the symbol “CSRA.WI.” Subject to satisfaction of relevant conditions, “regular-way” trading in CSRA’s common stock is expected to begin on November 30, 2015, the first trading day following completion of the separation.
CSC shareholders who hold common stock on the record date and decide to sell any of their common stock before November 30, 2015 should consult with their stockbroker, bank or other nominee to understand whether the shares of CSC common stock will be sold with or without the entitlements to CSRA common stock or the Special Dividend.
Other Information
No action or payment is required by CSC shareholders to receive the shares of CSRA common stock or the Special Dividend. An Information Statement containing details regarding the distribution of the CSRA common stock, the Special Dividend and CSRA’s business and management following the separation and the merger with SRA will be available to CSC stockholders prior to the distribution date.
The distribution of shares of common stock of CSRA is expected to be tax-free to CSC stockholders for U.S. Federal income tax purposes, however the Special Dividend is not expected to be tax-free to CSC stockholders. CSC stockholders are urged to consult their tax advisors with respect to U.S. federal, state, local and non-U.S. tax consequences of the distribution and the Special Dividend.
The transfer agent and registrar for the CSRA common stock will be ComputerShare Trust Company, N.A. For questions relating to the transfer of shares, stockholders may contact ComputerShare via phone at +1-800-522-6645 or +1-201-680-6578 (international). If shares are held by a bank, broker or other nominee, stockholders should contact that institution directly.
References to CSRA herein mean Computer Sciences Government Services Inc. until the effectiveness of the name change, which is expected to occur upon the closing of the merger with SRA. Payment of the Special Dividend, the distribution of CSRA shares and the merger with SRA remain subject to certain conditions described in the preliminary information statement filed with CSRA’s Registration Statement on the SEC’s Form 10.
About CSC
Computer Sciences Corporation (CSC) is a global leader of next generation information technology (IT) services and solutions. The Company's mission is to enable superior returns on our clients’ technology investments through best-in-class industry solutions, domain expertise and global scale. CSC has approximately 70,000 employees and reported revenue of $11.3 billion for the 12 months ended October 2, 2015. For more information, visit the company's website at www.csc.com.
# # #
Contact:
Richard Adamonis, Corporate Media Relations. 862.228.3481, radamonis@csc.com
George Price, Investor Relations, 703-641-3842, gprice4@csc.com
Forward-looking Statements
All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent CSC’s or CSRA’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the control of CSC or CSRA. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings as well as in CSRA’s registration statement on Form 10 and any updating information in subsequent SEC filings. CSC and CSRA disclaim any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.
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