UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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(Mark One) |
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[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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For the quarter ended October 1, 2004 |
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OR |
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
For the transition period from _________________ to _________________
Commission File No. 1-4850
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Nevada |
95-2043126 |
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(State or Other Jurisdiction of |
(I.R.S. Employer |
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Incorporation or Organization) |
Identification No.) |
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2100 East Grand Avenue |
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El Segundo, California |
90245 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's Telephone Number, Including Area Code: (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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
189,260,915 shares of Common Stock, $1.00 par value, were outstanding on October 22, 2004.
COMPUTER SCIENCES CORPORATION
INDEX TO FORM 10-Q
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PART I. |
FINANCIAL INFORMATION |
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Financial Statements |
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Consolidated Condensed Statements of Income, Second Quarter and |
1 |
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Consolidated Condensed Balance Sheets, |
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Consolidated Condensed Statements of Cash Flows, |
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Notes to Consolidated Condensed Financial Statements . . . . . . . . . . . . . . . . . . . . . . |
4 |
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Item 2. |
Management's Discussion and Analysis of |
15 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . . . |
26 |
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Item 4. |
Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
26 |
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PART II. |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
28 |
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Item 6. |
Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
29 |
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PART I, ITEM 1. FINANCIAL STATEMENTS
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)
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Second Quarter Ended |
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Six Months Ended |
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(In millions except |
Oct. 1, |
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Oct. 3, |
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Oct. 1, |
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Oct. 3, |
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Revenues |
$3,934.5 |
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$3,591.2 |
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$7,670.9 |
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$7,146.0 |
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Costs of services |
3,241.3 |
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2,958.6 |
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6,294.9 |
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5,890.3 |
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Selling, general and administrative |
201.6 |
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199.9 |
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430.1 |
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408.6 |
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Depreciation and amortization |
262.8 |
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229.0 |
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517.4 |
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464.0 |
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Interest expense |
40.2 |
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40.5 |
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79.4 |
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83.6 |
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Interest income |
(2.2) |
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(1.4) |
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(4.5) |
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(4.4) |
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Special items |
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9.2 |
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15.4 |
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Total costs and expenses |
3,743.7 |
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3,435.8 |
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7,317.3 |
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6,857.5 |
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Income before taxes |
190.8 |
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155.4 |
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353.6 |
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288.5 |
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Taxes on income |
60.3 |
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47.3 |
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112.7 |
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88.1 |
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Net income |
$ 130.5 |
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$ 108.1 |
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$ 240.9 |
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$ 200.4 |
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Earnings per share: |
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Basic |
$ 0.69 |
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$ 0.58 |
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$ 1.28 |
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$ 1.07 |
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Diluted |
$ 0.68 |
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$ 0.57 |
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$ 1.26 |
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$ 1.06 |
See accompanying notes.
1
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
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(In millions) |
Oct. 1, 2004 |
April 2, 2004 |
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(unaudited) |
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ASSETS |
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Cash and cash equivalents |
$ 546.3 |
$ 609.7 |
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Receivables |
3,788.7 |
3,616.3 |
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Prepaid expenses and other current assets |
935.0 |
641.2 |
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Total current assets |
5,270.0 |
4,867.2 |
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Property and equipment, net |
2,288.0 |
2,178.4 |
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Outsourcing contract costs, net |
1,151.5 |
1,131.8 |
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Software, net |
433.9 |
403.2 |
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Excess of cost of businesses acquired over |
2,617.2 |
2,604.8 |
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Other assets |
568.5 |
618.6 |
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Total assets |
$12,329.1 |
$11,804.0 |
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LIABILITIES |
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Short-term debt and current |
$ 562.5 |
$ 60.2 |
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Accounts payable |
652.7 |
810.4 |
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Accrued payroll and related costs |
683.6 |
668.3 |
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Other accrued expenses |
1,172.5 |
1,078.4 |
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Deferred revenue |
516.7 |
334.2 |
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Income taxes payable |
408.0 |
301.7 |
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Total current liabilities |
3,996.0 |
3,253.2 |
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Long-term debt, net |
1,806.0 |
2,306.4 |
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Other long-term liabilities |
743.4 |
740.7 |
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STOCKHOLDERS' EQUITY |
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Common stock issued, par value $1.00 per share |
189.6 |
188.3 |
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Additional paid-in capital |
1,586.3 |
1,539.2 |
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Earnings retained for use in business |
3,838.8 |
3,597.9 |
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Accumulated other comprehensive income |
199.2 |
198.4 |
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Less common stock in treasury |
(19.2) |
(19.2) |
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Unearned restricted stock |
(11.0) |
(.9) |
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Total stockholders' equity |
5,783.7 |
5,503.7 |
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Total liabilities and stockholders' equity |
$12,329.1 |
$11,804.0 |
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See accompanying notes.
2
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
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Six Months Ended |
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(In millions) |
Oct. 1, 2004 |
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Oct. 3, 2003 |
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Cash flows from operating activities: |
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Net income |
$ 240.9 |
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$ 200.4 |
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Adjustments to reconcile net income to net |
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Depreciation and amortization and other |
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Changes in assets and liabilities, net of |
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Increase in assets |
(437.5) |
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(238.3) |
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Increase (decrease) in liabilities |
233.6 |
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(80.0) |
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Net cash provided by operating activities |
595.1 |
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377.0 |
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Investing activities: |
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Purchases of property and equipment |
(445.9) |
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(350.7) |
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Acquisitions, net of cash acquired |
(20.5) |
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Dispositions |
1.0 |
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10.2 |
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Outsourcing contracts |
(149.3) |
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(133.6) |
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Software |
(101.8) |
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(72.6) |
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Other investing cash flows |
20.0 |
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(15.4) |
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Net cash used in investing activities |
(696.5) |
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(562.1) |
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Financing activities: |
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Repayment under commercial paper, net |
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(211.0) |
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Borrowings under lines of credit, net |
2.0 |
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.4 |
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Proceeds from debt issuance |
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297.4 |
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Principal payments on long-term debt |
(2.3) |
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(25.9) |
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Proceeds from stock option and other common stock |
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Other financing cash flows |
2.5 |
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4.8 |
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Net cash provided by financing activities |
36.1 |
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83.3 |
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Effect of exchange rate changes on cash |
1.9 |
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1.3 |
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Net decrease in cash and cash equivalents |
(63.4) |
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(100.5) |
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Cash and cash equivalents at beginning of year |
609.7 |
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299.6 |
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Cash and cash equivalents at end of period |
$ 546.3 |
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$ 199.1 |
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See accompanying notes.
3
COMPUTER SCIENCES CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
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Note 1 - Basis of Presentation |
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Computer Sciences Corporation (CSC or the Company) has prepared the unaudited consolidated condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles for the United States have been condensed or omitted pursuant to such rules and regulations. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended April 2, 2004. In the opinion of the Company, the unaudited consolidated condensed financial statements included herein reflect all adjustments necessary to present fairly the financial position, the results of operations and the cash flows for such interim periods. The results of operations for such interim period s are not necessarily indicative of the results for the full year. |
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Note 2 - Earnings Per Share |
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Basic and diluted earnings per share are calculated as follows (in millions except per share amounts): |
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Second Quarter Ended |
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Oct. 1, 2004 |
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Oct. 3, 2003 |
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Net income |
$ 130.5 |
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$ 108.1 |
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Common share information: |
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Average common shares outstanding for basic EPS |
188.981 |
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187.184 |
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Dilutive effect of stock options |
2.137 |
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1.508 |
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Shares for diluted EPS |
191.118 |
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188.692 |
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Basic EPS |
$ 0.69 |
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$ 0.58 |
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Diluted EPS |
0.68 |
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0.57 |
4
Note 2 - Earnings Per Share (continued)
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Six Months Ended |
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Oct. 1, 2004 |
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Oct. 3, 2003 |
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Net income |
$ 240.9 |
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$ 200.4 |
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Common share information: |
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Average common shares outstanding for basic EPS |
188.583 |
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187.038 |
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Dilutive effect of stock options |
1.901 |
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1.199 |
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Shares for diluted EPS |
190.484 |
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188.237 |
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Basic EPS |
$ 1.28 |
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$ 1.07 |
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Diluted EPS |
$ 1.26 |
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$ 1.06 |
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The computation of diluted EPS did not include stock options which were antidilutive, as their exercise price was greater than the average market price of the common stock of CSC during the periods presented. The numbers of such options were 8,375,216 and 9,465,718 for the six months ended October 1, 2004 and October 3, 2003, respectively. |
Note 3 - Stock Incentive Plans
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On October 1, 2004, the Company had nine stock incentive plans which authorized the issuance of stock options, restricted stock and other stock-based incentives to employees. These plans are described more fully in Note 11 of the Company's 2004 Annual Report filed on Form 10-K. The Company accounts for the plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. In accordance with Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," the following pro forma net income and earnings per share information is presented as if the Company accounted for stock-based compensation awarded under the stock incentive plans using the fair value based method. Under the fair value based method, the estimated fair value of stock incentive awards is charged against inco me on a straight-line basis over the vesting period. |
5
Note 3 - Stock Incentive Plans (continued)
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Second Quarter End |
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Oct. 1, 2004 |
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Oct. 3, 2003 |
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Net income, as reported |
$ 130.5 |
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$ 108.1 |
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Add: Stock-based employee compensation |
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expense included in reported net income, net |
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of related tax effects |
2.0 |
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1.6 |
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Deduct: Total stock-based employee |
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compensation expense determined under fair |
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value based method for all awards, net of |
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related tax effects |
(9.5) |
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(9.1) |
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Pro forma net income |
$ 123.0 |
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$ 100.6 |
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Earnings per share: |
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Basic - as reported |
$ 0.69 |
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$ 0.58 |
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Basic - pro forma |
0.65 |
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0.54 |
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Diluted - as reported |
0.68 |
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0.57 |
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Diluted - pro forma |
0.64 |
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0.53 |
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Six Months Ended |
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Oct. 1, 2004 |
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Oct. 3, 2003 |
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Net income, as reported |
$ 240.9 |
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$ 200.4 |
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Add: Stock-based employee compensation |
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expense included in reported net income, net |
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of related tax effects |
3.1 |
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3.1 |
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Deduct: Total stock-based employee |
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compensation expense determined under fair |
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value based method for all awards, net of |
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related tax effects |
(18.4) |
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(22.2) |
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Pro forma net income |
$ 225.6 |
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$ 181.3 |
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Earnings per share: |
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Basic - as reported |
$ 1.28 |
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$ 1.07 |
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Basic - pro forma |
1.20 |
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0.97 |
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Diluted - as reported |
1.26 |
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1.06 |
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Diluted - pro forma |
1.18 |
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0.96 |
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Note 4 - Depreciation and Amortization |
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Included in the consolidated condensed balance sheets are the following accumulated depreciation and amortization amounts (in millions): |
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Oct. 1, 2004 |
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April 2, 2004 |
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Property and equipment |
$3,103.8 |
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$2,851.5 |
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Excess of cost of businesses acquired over |
328.0 |
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Note 5 - Dividends |
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No dividends were paid during the periods presented. At October 1, 2004 and April 2, 2004, there were 189,640,067 and 188,294,022 shares, respectively, of $1.00 par value common stock issued. The Company had 452,257 shares of treasury stock as of October 1, 2004 and April 2, 2004. |
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Note 6 - Cash Flows |
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Cash payments for interest on indebtedness were $80.5 million and $76.6 million for the six months ended October 1, 2004 and October 3, 2003, respectively. Net cash payments for taxes on income were $14.3 million and $28.7 million for the six months ended October 1, 2004 and October 3, 2003, respectively. |
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Note 7 - Comprehensive Income |
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The components of comprehensive income, net of tax, are as follows (in millions): |
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Second Quarter Ended |
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Oct. 1, 2004 |
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Oct. 3, 2003 |
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Net income |
$ 130.5 |
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$ 108.1 |
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Foreign currency translation adjustment |
50.4 |
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12.2 |
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Unrealized gain (loss) on available for sale securities |
.1 |
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(.7) |
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Comprehensive income |
$ 181.0 |
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$ 119.6 |
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Six Months Ended |
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Oct. 1, 2004 |
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Oct. 3, 2003 |
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Net income |
$ 240.9 |
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$ 200.4 |
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Foreign currency translation adjustment |
.9 |
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147.2 |
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Unrealized gain (loss) on available for sale securities |
(.1) |
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(.4) |
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Comprehensive income |
$ 241.7 |
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$ 347.2 |
7
Note 7 - Comprehensive Income (continued)
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Accumulated other comprehensive income presented on the accompanying consolidated condensed balance sheets consists of accumulated foreign currency translation adjustments, minimum pension liability adjustments, and net unrealized gain (loss) on available for sale securities. |
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Note 8 - Segment Information |
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CSC provides information technology outsourcing, consulting and systems integration services and other professional services. Based on the criteria of SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," CSC aggregates operating segments into two reportable segments, U.S. Federal and Global Commercial. The U.S. Federal operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. Federal agencies. Information on reportable segments is as follows (in millions): |
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Global |
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U.S. |
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Second Quarter Ended October 1, 2004 |
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Revenues |
$2,261.9 |
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$1,672.6 |
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$3,934.5 |
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Earnings (loss) before special items, interest and taxes |
121.1 |
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111.4 |
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$ (3.7) |
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228.8 |
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Second Quarter Ended October 3, 2003 |
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Revenues |
2,045.7 |
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1,545.5 |
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$3,591.2 |
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Earnings (loss) before special items, interest and taxes |
112.8 |
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98.6 |
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(7.7) |
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203.7 |
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Global |
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U.S. |
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Six Months Ended October 1, 2004 |
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Revenues |
$4,417.7 |
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$3,253.2 |
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$7,670.9 |
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Earnings (loss) before special items, interest and taxes |
224.3 |
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217.2 |
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$ (13.0) |
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428.5 |
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Six Months Ended October 3, 2003 |
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Revenues |
4,094.6 |
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3,051.4 |
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7,146.0 |
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Earnings (loss) before special items, interest and taxes |
201.3 |
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197.3 |
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(15.5) |
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383.1 |
8
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Note 9 - Goodwill and Other Intangible Assets |
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SFAS 142, "Goodwill and Other Intangible Assets," requires the Company to validate the carrying value of Goodwill at least annually or as circumstances require. Goodwill and other purchased intangible assets are included in the identifiable assets of the segment to which they have been assigned. The annual validation test for all reporting units was performed during the second quarter ended October 1, 2004, which supported the goodwill balance. |
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A summary of the changes in the carrying amount of goodwill by segment for the six months ended October 1, 2004 is as follows (in millions): |
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Global |
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U.S. |
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Balance as of April 2, 2004 |
$1,806.1 |
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$ 798.7 |
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$2,604.8 |
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Additions |
1.4 |
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10.8 |
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12.2 |
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Foreign currency translation |
.2 |
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.2 |
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Balance as of October 1, 2004 |
$1,807.7 |
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$ 809.5 |
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$2,617.2 |
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The Global Commercial additions to goodwill relate to an earn out payment associated with an acquisition made in Europe. Additions to U.S. Federal goodwill during the six months ended October 1, 2004 relate to the purchase of a minority share in a joint venture. The foreign currency translation amount relates to the impact of foreign currency adjustments in accordance with SFAS No. 52, "Foreign Currency Translation." |
9
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Note 9 - Goodwill and Other Intangible Assets (continued) |
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A summary of amortizable intangible assets as of October 1, 2004 and April 2, 2004 is as follows: |
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October 1, 2004 |
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Gross |
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Accumulated |
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Software |
$1,045.1 |
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$ 611.2 |
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$ 433.9 |
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Outsourcing contract costs |
1,994.2 |
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842.7 |
|
1,151.5 |
|
Other intangible assets |
226.5 |
|
86.9 |
|
139.6 |
|
Total intangible assets |
$3,265.8 |
|
$1,540.8 |
|
$1,725.0 |
|
|
April 2, 2004 |
||||
|
|
Gross |
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Software |
$ 946.5 |
|
$ 543.3 |
|
$ 403.2 |
|
Outsourcing contract costs |
1,903.6 |
|
771.8 |
|
1,131.8 |
|
Other intangible assets |
226.5 |
|
76.0 |
|
150.5 |
|
Total intangible assets |
$3,076.6 |
|
$1,391.1 |
|
$1,685.5 |
|
Amortization expense related to intangible assets was $98.8 million and $85.7 million for the three months and $192.2 million and $169.6 for the six months ended October 1, 2004 and October 3, 2003, respectively. Estimated amortization expense related to intangible assets as of April 2, 2004 for each of the subsequent five fiscal years, fiscal 2005 through fiscal 2009, is as follows (in millions): $347, $301, $263, $202, and $167. |
|
Note 10 - Special Items |
|
|
|
No charges were recorded during the quarter and six months ended October 1, 2004. As disclosed in the Company's fiscal 2004 Annual Report on Form 10-K, the Company completed its review of operations, product strategies and the carrying value of its assets to identify any potential exit or disposal activities in connection with the DynCorp acquisition during March 2003. During the second quarter and six months ended October 3, 2003, special items of $9.2 million and $15.4 million ($5.7 million and $9.6 million after tax) or 3 cents and 5 cents per share (diluted) were recorded, respectively. The charges include equipment and related disposal costs, that cannot accommodate the larger, integrated U.S. Federal sector business, and its use has been discontinued. |
10
|
Note 11 - Acquisitions |
|
|
|
As a result of the DynCorp acquisition, the Company incurred costs to exit and consolidate activities, involuntarily terminate employees, and other costs to integrate DynCorp into the Company. Generally accepted accounting principles require that these costs, which are not associated with the generation of future revenues and have no future economic benefit, be reflected as assumed liabilities in the allocation of the purchase price to the net assets acquired, and such costs appear below. As of October 1, 2004, all 63 employees identified for employment termination had been involuntarily terminated. The facility consolidations relate to plans to vacate and sublease DynCorp facilities. The costs include amounts estimated by a third party as not recoverable under sublease. The components of the final acquisition integration liabilities included in the purchase price allocation for DynCorp are presented in the following table. |
|
|
Acquisition Integration |
|
|
|
Balance Remaining at Oct. 1, 2004 |
|
Severance payments |
$ 7.1 |
|
$ 6.4 |
|
$ .7 |
|
Facility consolidations |
66.6 |
|
21.9 |
|
44.7 |
|
Other |
6.1 |
|
1.5 |
|
4.6 |
|
|
$ 79.8 |
|
$ 29.8 |
|
$ 50.0 |
|
Note 12 - Commitments and Contingencies |
|
|
|
The Company guarantees working capital credit lines established with local financial institutions for its foreign business units. Generally, guarantees have one-year terms and are renewed annually. CSC guarantees up to $473.6 million of such working capital lines; however, as of October 1, 2004, the amount of the maximum potential payment is $55.5 million, the amount of the related outstanding subsidiary debt. The $55.5 million outstanding debt is reflected in the Company's consolidated financial statements. |
|
|
|
On August 13, 2004, the Company entered into a $700 million long term credit agreement that replaced its existing short term and long term credit facilities and will expire on August 13, 2009. At the time the new credit agreement was signed, neither the short term nor the long term credit facility had an outstanding balance. On October 1, 2004 the new long term credit facility had $700 million of unutilized capacity. |
|
|
|
The Company indemnifies its software license customers from claims of infringement on a United States patent, copyright, or trade secret. CSC's indemnification covers costs to defend customers from claims, court awards or related settlements. The Company maintains the right to modify or replace software in order to eliminate any infringement. Historically, CSC has not incurred any significant costs related to customer software license indemnification. Management considers the likelihood of incurring future costs to be remote. Accordingly, the Company has not recorded a related liability. |
|
|
|
The Company is currently party to a number of disputes which involve or may involve litigation. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to matters in the ordinary course of business. It is the opinion |
11
|
Note 12 - Commitments and Contingencies (continued) |
|
|
|
of Company management that ultimate liability, if any, with respect to these disputes will not be material to the Company's consolidated financial statements. |
|
|
|
Note 13 - Pension and Other Benefit Plans |
|
|
|
The Company and its subsidiaries offer a number of pension and postretirement healthcare and life insurance benefit plans. The components of net periodic benefit cost for defined benefit pension and postretirement benefit plans are as follows (in millions): |
|
Three Months Ended |
Three Months Ended |
||||||
|
Pensions |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
|||
|
Service cost |
$ 25.0 |
$ 18.7 |
$ 21.5 |
$ 14.0 |
|||
|
Interest cost |
23.2 |
18.3 |
20.9 |
13.8 |
|||
|
Expected return on assets |
(24.9) |
(18.6) |
(21.8) |
(12.9) |
|||
|
Amortization of transition obligation |
|
.3 |
|
.2 |
|||
|
Amortization of prior service costs |
1.0 |
.1 |
1.2 |
.2 |
|||
|
Amortization of unrecognized net loss |
|
2.7 |
2.9 |
||||
|
Recognized actuarial loss |
3.9 |
1.6 |
|||||
|
Settlement/curtailment |
|
|
.6 |
|
|||
|
Net periodic pension cost |
$ 28.2 |
$ 21.5 |
$ 24.0 |
$ 18.2 |
|||
|
Six Months Ended |
Six Months Ended |
||||||
|
Pensions |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
|||
|
Service cost |
$ 50.5 |
$ 35.7 |
$ 43.0 |
$ 28.0 |
|||
|
Interest cost |
46.0 |
36.4 |
41.8 |
27.6 |
|||
|
Expected return on assets |
(49.4) |
(37.0) |
(43.6) |
(25.8) |
|||
|
Amortization of transition obligation |
.6 |
.4 |
|||||
|
Amortization of prior service costs |
1.9 |
.2 |
2.4 |
.4 |
|||
|
Amortization of unrecognized net loss |
5.3 |
5.8 |
|||||
|
Recognized actuarial loss |
7.9 |
3.2 |
|||||
|
Settlement/curtailment |
|
|
1.2 |
|
|||
|
Net periodic pension cost |
$ 56.9 |
$ 41.2 |
$ 48.0 |
$ 36.4 |
|||
12
Note 13 - Pension and Other Benefit Plans (continued)
|
Three Months Ended |
|
||||||
|
Other Postretirement Benefits |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
|||
|
Service cost |
|||||||