Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Oct. 02, 2015 | Nov. 30, 2015 | |
Entity [Abstract] | ||
Entity Registrant Name | CSRA Inc. | |
Entity Central Index Key | 1,646,383 | |
Current Fiscal Year End Date | --04-01 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Oct. 2, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 163,931,608 |
Combined Condensed Balance Shee
Combined Condensed Balance Sheets - USD ($) $ in Thousands | Oct. 02, 2015 | Apr. 03, 2015 |
Current assets | ||
Cash and cash equivalents | $ 9,750 | $ 4,979 |
Receivables, net of allowance for doubtful accounts of $14,337 (fiscal 2016) and $14,733 (fiscal 2015) | 471,986 | 696,727 |
Prepaid expenses and other current assets | 77,358 | 92,665 |
Total current assets | 559,094 | 794,371 |
Intangible and other assets | ||
Goodwill | 791,779 | 802,582 |
Customer-related and other intangible assets, net of accumulated amortization of $157,835 (fiscal 2016) and $150,295 (fiscal 2015) | 25,865 | 33,405 |
Software, net of accumulated amortization of $79,160 (fiscal 2016) and $75,544 (fiscal 2015) | 41,484 | 35,261 |
Other assets | 57,325 | 58,931 |
Total intangible and other assets | 916,453 | 930,179 |
Property and equipment, net of accumulated depreciation of $723,659 (fiscal 2016) and $696,796 (fiscal 2015) | 437,909 | 436,732 |
Total assets | 1,913,456 | 2,161,282 |
Current liabilities | ||
Accounts payable | 139,751 | 130,551 |
Accrued payroll and related costs | 88,986 | 109,539 |
Accrued expenses and other current liabilities | 398,071 | 440,606 |
Current capital lease liability | 19,212 | 21,351 |
Deferred income tax liabilities | 60,817 | 89,608 |
Total current liabilities | 706,837 | 791,655 |
Noncurrent capital lease liability | 132,195 | 129,933 |
Noncurrent deferred income tax liabilities | 92,481 | 63,689 |
Other long-term liabilities | 93,929 | 80,957 |
Parent equity | ||
Net Parent investment | 862,328 | 1,067,492 |
Accumulated other comprehensive loss | (2,409) | (405) |
Noncontrolling interests | 28,095 | 27,961 |
Total Parent equity | 888,014 | 1,095,048 |
Total liabilities and Parent equity | $ 1,913,456 | $ 2,161,282 |
Combined Condensed Balance She3
Combined Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 02, 2015 | Apr. 03, 2015 |
Allowance for doubtful accounts | $ 14,337 | $ 14,733 |
Finite-lived intangible assets, accumulated amortization | 236,995 | 225,839 |
Property and equipment, accumulated depreciation | 723,659 | 696,796 |
Customer-related and other intangible assets | ||
Finite-lived intangible assets, accumulated amortization | 157,835 | 150,295 |
Software | ||
Finite-lived intangible assets, accumulated amortization | $ 79,160 | $ 75,544 |
Combined Condensed Statements o
Combined Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 967,146 | $ 1,033,776 | $ 1,923,950 | $ 2,064,377 |
Related party revenue | 1,907 | 2,512 | 4,035 | 5,218 |
Total revenue | 969,053 | 1,036,288 | 1,927,985 | 2,069,595 |
Cost of services | 754,956 | 817,312 | 1,527,886 | 1,649,639 |
Related party cost of services | 1,907 | 2,512 | 4,035 | 5,218 |
Total cost of services (excludes depreciation and amortization) | 756,863 | 819,824 | 1,531,921 | 1,654,857 |
Selling, general and administrative expenses | 44,122 | 48,356 | 84,752 | 91,741 |
Depreciation and amortization | 34,714 | 35,649 | 67,666 | 71,047 |
Separation and merger costs | 41,508 | 0 | 56,285 | 0 |
Interest expense, net | 5,472 | 5,509 | 10,953 | 11,209 |
Other (income) expense, net | (1,758) | 906 | (21,085) | 2,365 |
Total costs and expenses | 880,921 | 910,244 | 1,730,492 | 1,831,219 |
Income from continuing operations before taxes | 88,132 | 126,044 | 197,493 | 238,376 |
Income tax expense | 35,407 | 47,531 | 77,798 | 88,796 |
Income from continuing operations | 52,725 | 78,513 | 119,695 | 149,580 |
Loss from discontinued operations, net of taxes | 0 | 0 | 0 | (1,423) |
Net income | 52,725 | 78,513 | 119,695 | 148,157 |
Less: noncontrolling interests | 4,836 | 4,908 | 9,129 | 9,257 |
Net income attributable to Parent | $ 47,889 | $ 73,605 | $ 110,566 | $ 138,900 |
Combined Condensed Statements 5
Combined Condensed Statements of Comprehensive Income Statement - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 52,725 | $ 78,513 | $ 119,695 | $ 148,157 |
Amortization of prior service cost | (770) | 8 | (1,543) | 17 |
Foreign currency translation adjustments | (535) | (737) | (456) | (309) |
Other comprehensive loss | (1,305) | (729) | (1,999) | (292) |
Comprehensive income | 51,420 | 77,784 | 117,696 | 147,865 |
Less: comprehensive income attributable to noncontrolling interest | 4,836 | 4,908 | 9,129 | 9,257 |
Comprehensive income attributable to Parent | $ 46,584 | $ 72,876 | $ 108,567 | $ 138,608 |
Combined Condensed Statements 6
Combined Condensed Statements of Changes in Parent Equity Statement - USD ($) $ in Thousands | Total | Net Parent Investment | Accumulated Other Comprehensive Loss | Non-controlling Interests |
Balance, beginning of period at Mar. 28, 2014 | $ 1,158,885 | $ 1,128,752 | $ (743) | $ 30,876 |
Net income | 148,157 | 138,900 | 9,257 | |
Pension and other postretirement plans | 17 | 13 | 4 | |
Foreign currency translation adjustment | (309) | (309) | ||
Net transfers to Parent | (174,422) | (165,423) | (8,999) | |
Balance, end of period at Oct. 03, 2014 | 1,132,328 | 1,102,229 | (1,039) | 31,138 |
Balance, beginning of period at Apr. 03, 2015 | 1,095,048 | 1,067,492 | (405) | 27,961 |
Net income | 119,695 | 110,566 | 9,129 | |
Pension and other postretirement plans | (1,543) | (1,548) | 5 | |
Foreign currency translation adjustment | (456) | (456) | ||
Net transfers to Parent | (324,730) | (315,730) | (9,000) | |
Balance, end of period at Oct. 02, 2015 | $ 888,014 | $ 862,328 | $ (2,409) | $ 28,095 |
Combined Condensed Statements 7
Combined Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Oct. 02, 2015 | Oct. 03, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 119,695 | $ 148,157 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 67,666 | 71,047 |
Stock-based compensation | 4,109 | 8,560 |
Net (gain) loss on dispositions of businesses and assets | (11,124) | 1,057 |
Amortization of above market contract intangibles | 4,580 | 4,944 |
Changes in assets and liabilities, net of acquisitions and dispositions: | ||
Decrease in assets | 236,846 | 60,279 |
Decrease in liabilities | (55,840) | (38,637) |
Cash provided by operating activities | 365,932 | 255,407 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (37,811) | (25,226) |
Software purchased and developed | (10,027) | (2,005) |
Payments for acquisitions, net of cash acquired | 86 | (35,514) |
Proceeds from business dispositions | 34,000 | 3,000 |
Proceeds from disposals of assets | 681 | 4,571 |
Cash used in investing activities | (13,071) | (55,174) |
Cash flows from financing activities: | ||
Payments on lease liability | (9,762) | (15,144) |
Net transfers to Parent | (338,328) | (180,189) |
Cash used in financing activities | (348,090) | (195,333) |
Net increase in cash and cash equivalents | 4,771 | 4,900 |
Cash and cash equivalents at beginning of period | 4,979 | 3,979 |
Cash and cash equivalents at end of period | 9,750 | 8,879 |
Supplemental cash flow information: | ||
Cash paid for taxes | 77,798 | 88,464 |
Cash paid for interest | 10,187 | 11,443 |
Capital expenditures in accounts payable and accrued expenses | $ 11,420 | $ 4,769 |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Pronouncements | 6 Months Ended |
Oct. 02, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recent Accounting Pronouncements | Basis of Presentation and Recent Accounting Pronouncements CSRA Inc. (“CSRA”) is a provider of IT services to the U.S. federal government. CSRA delivers IT, mission, and operations-related services across the U.S. federal government to the Department of Defense (“DoD”), Intelligence Community and homeland security, civil and healthcare agencies, as well as to certain state and local government agencies through two segments: (1) Defense and Intelligence and (2) Civil. On November 27, 2015, Computer Sciences Corporation (“CSC” or “Parent”) completed the spin-off of CSRA, including the Computer Sciences GS Business (as defined in the Information Statement attached as Exhibit 99.1 to CSRA’s Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) to CSC shareholders of record (the “Spin-Off”)). To effect the separation, CSC distributed all of the shares of CSRA common stock on a pro rata basis to the record holders of CSC common stock. Following the distribution of shares, CSC and CSRA paid a special dividend which, in aggregate, totaled $10.50 per share. Of that $10.50 per share dividend, $2.25 was paid by CSC and $8.25 was paid by CSRA. Following the Spin-Off, on November 30, 2015 CSRA also completed its previously announced mergers which resulted in SRA Companies, Inc. (“SRA”) merging with and into a wholly-owned subsidiary of CSRA (the “Mergers”). As a result, SRA International Inc. became an indirect wholly-owned subsidiary of CSRA. Pursuant to the Agreement and Plan of Merger, dated as of August 31, 2015, by and among CSRA, CSC, SRA, SRA International, Inc., Star First Merger Sub Inc., Star Second Merger Sub LLC and certain stockholders of SRA (the “Merger Agreement”), CSRA agreed to pay merger consideration consisting of cash and shares of CSRA. Merger consideration consisted of (1) $390,000 in cash and (2) shares of CSRA common stock representing in the aggregate approximately 15.32% of the total number of shares of CSRA common stock outstanding immediately after the Mergers were completed. CSRA’s Amendment No. 6 to the Registration Statement on Form 10, filed with the SEC (the “Form 10”), was declared effective on November 6, 2015. CSRA common stock began regular-way trading on the New York Stock Exchange on November 30, 2015 under the ticker symbol CSRA. The interim period unaudited Combined Condensed Financial Statements included herein, as of October 2, 2015 and for the three and six months ended October 2, 2015 and October 3, 2014, have been derived from the interim unaudited consolidated condensed financial statements and accounting records of CSC as if the Computer Sciences GS Business operated on a standalone basis during the periods presented and were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited Combined Condensed Financial Statements as of and for the three and six months ended October 2, 2015 and October 3, 2014 should be read in conjunction with the audited Combined Financial Statements and the combined notes included in the Information Statement attached as Exhibit 99.1 to the Form 10 filed on November 6, 2015 (the “Form 10 Information Statement”). In the opinion of management, all adjustments considered necessary for fair presentation of the results of the interim period presented have been included. Historically, the Computer Sciences GS Business consisted of the business of CSC’s North American Public Sector segment and did not operate as a separate, standalone entity. The Computer Sciences GS Business operated as part of CSC and its financial position and the related results of operations, cash flows and changes in parent equity have been reported in CSC’s Consolidated Financial Statements. After the Spin-Off, CSC does not have any beneficial ownership of CSRA or the Computer Sciences GS Business and the Computer Sciences GS Business results will not be consolidated in CSC’s financial results. The historical results of operations, financial position, and cash flows of the Computer Sciences GS Business presented in these unaudited Combined Condensed Financial Statements may not be indicative of what they would have been had the Computer Sciences GS Business actually been a separate standalone entity, nor are they necessarily indicative of the Computer Sciences GS Business’s or CSRA’s future results of operations, financial position and cash flows. The unaudited Combined Condensed Financial Statements and notes of the Computer Sciences GS Business include Computer Sciences Government Services Inc., its subsidiaries, and the joint ventures and partnerships over which the Computer Sciences GS Business has a controlling financial interest. The Computer Sciences GS Business uses the equity method to account for investments in business entities that it does not control if it is otherwise able to exert significant influence over the entities’ operating and financial policies. The unaudited Combined Condensed Financial Statements include certain assets and liabilities that are held by CSC that are specifically identifiable or otherwise attributable to the Computer Sciences GS Business. All intercompany transactions and balances within the Computer Sciences GS Business have been eliminated. CSC's cash has not been assigned to the Computer Sciences GS Business for any of the periods presented because those cash balances are not directly attributable to it. The Computer Sciences GS Business reflects transfers of cash to and from CSC's cash management system as a component of Net CSC investment on the unaudited Combined Condensed Balance Sheets. CSC's long-term debt has not been attributed to the Computer Sciences GS Business for any of the periods presented because CSC's borrowings are neither directly attributable to nor is the Computer Sciences GS Business the legal obligor of such borrowings. Transactions between the Computer Sciences GS Business and other businesses of CSC are reflected as related party transactions (Note 2). The unaudited Combined Condensed Financial Statements include all revenues and costs directly attributable to the Computer Sciences GS Business and an allocation of expenses related to certain CSC corporate functions including, but not limited to, senior management, legal, human resources, finance, IT and other shared services. These expenses have been allocated to the Computer Sciences GS Business based on direct usage or benefit where identifiable, with the remainder allocated on a pro rata basis of revenues, headcount, square footage, number of transactions or other measures. The Computer Sciences GS Business considers these allocations to be a reasonable reflection of the utilization of services by, or benefit provided to it. However, the allocations may not be indicative of the actual expense that would have been incurred had the Computer Sciences GS Business operated as an independent, standalone entity for the periods presented. CSC maintains various benefit and stock-based compensation plans at a corporate level and other benefit plans at a subsidiary level. The employees of the Computer Sciences GS Business participate in those programs and a portion of the cost of those plans is included in the unaudited Combined Condensed Financial Statements. However, the unaudited Combined Condensed Balance Sheets do not include any net benefit plan obligations unless the benefit plan covers only the Computer Sciences GS Business's active, retired and other former employees or any expense related to stock-based compensation plans. See Notes 8 and 10 to the unaudited Combined Condensed Financial Statements for a further description of the accounting for our benefit plans and stock-based compensation, respectively. The Computer Sciences GS Business reports its results based on a fiscal year convention that comprises four thirteen-week quarters. Every fifth year includes an additional week in the first quarter to prevent the fiscal year from moving from an approximate end of March date. As a result, the first quarter of fiscal 2015 was a fourteen-week quarter. The Computer Science GS Business’s income from continuing operations before taxes and noncontrolling interest included the following adjustments due to changes in estimated profitability on fixed price contracts accounted for under the percentage-of-completion method, for the three and six months ended October 2, 2015 and October 3, 2014: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Gross favorable $ 19,772 $ 34,645 $ 44,423 $ 57,794 Gross unfavorable (1,685 ) (6,387 ) (5,296 ) (8,734 ) Total net adjustments, before taxes and noncontrolling interests $ 18,087 $ 28,258 $ 39,127 $ 49,060 Unbilled recoverable amounts under contracts in progress do not have an allowance for credit losses, and therefore, any adjustments to unbilled recoverable amounts under contracts in progress related to credit quality would be accounted for as a reduction of revenue. Unbilled recoverable amounts under contracts in progress resulting from sales, primarily to the U.S. and other governments, that are expected to be collected after one year totaled $10,770 and $12,222 as of October 2, 2015 and April 3, 2015, respectively. Depreciation expense was $ 29,114 and $ 29,242 for the three months ended October 2, 2015 and October 3, 2014, respectively. Depreciation expense was $ 56,737 and $ 58,528 for the six months ended October 2, 2015 and October 3, 2014, respectively. New Accounting Standards During the six months ended October 2, 2015, the Computer Sciences GS Business adopted the following Accounting Standard Update (“ASU”): In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), which changes the requirements for reporting discontinued operations in Subtopic 205-20 “Presentation of Financial Statements - Discontinued Operations.” The ASU changes the definition of discontinued operations by limiting discontinued operations reporting to disposals that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. Under the previous guidance, many disposals, some of which have been routine in nature and not representative of a substantive change in an entity’s strategy, were reported in discontinued operations. ASU 2014-08 requires expanded disclosures for discontinued operations designed to provide users of financial statements with more information about the assets, liabilities, revenues, expenses and cash flows related to discontinued operations. ASU 2014-08 also requires an entity to disclose the pretax profit or loss (or change in net assets for a not-for-profit entity) of an individually significant component of an entity that does not qualify for discontinued operations reporting. The adoption of ASU 2014-08, effective as of April 4, 2015, did not have a material impact on the Computer Sciences GS Business's unaudited Combined Condensed Financial Statements. Standards Issued But Not Yet Effective The following ASUs were recently issued but have not yet been adopted by the Computer Sciences GS Business: In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), “Balance Sheet Classification of Deferred Taxes”. This ASU eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this updated require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 will be effective for the Computer Sciences GS Business in fiscal 2018 and interim reporting periods within that year. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Computer Sciences GS Business is currently evaluating the effect of the adoption of this guidance on the Computer Sciences GS Business’s Combined Condensed Financial Statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), “Simplifying the Accounting for Measurement Period Adjustments” . This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Computer Sciences GS Business believes based on recent acquisitions that the impact that the adoption of ASU 2015-16 is immaterial. ASU 2015-16 will be effective for the Computer Sciences GS Business in FY 2017. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in Accounting Standards Codification (ASC) Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which Computer Sciences GS Business expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable users of Computer Sciences GS Business's financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Computer Sciences GS Business will also be required to disclose information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. Early adoption is not allowed. ASU 2014-09 provides two methods of retrospective application. The first method would require Computer Sciences GS Business to apply ASU 2014-09 to each prior reporting period presented. The second method would require Computer Sciences GS Business to retrospectively apply ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. Computer Sciences GS Business expects that ASU 2014-09 will be effective for Computer Sciences GS Business beginning in fiscal 2019 as a result of ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" which was issued by the FASB in August 2015 and permits a one-year delay of the original effective date. The Computer Sciences GS Business is currently evaluating the impact that the adoption of ASUs 2014-09 and 2015-14 may have on Computer Sciences GS Business’s Combined Condensed Financial Statements. Other recently issued ASUs effective after October 2, 2015 are not expected to have a material effect on Computer Sciences GS Business's unaudited Combined Condensed Financial Statements. |
Related Party Transactions and
Related Party Transactions and Corporate Allocations | 6 Months Ended |
Oct. 02, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions and corporate allocation | Related party transactions and corporate allocations Corporate allocations The unaudited Combined Condensed Statements of Operations, unaudited Statements of Comprehensive Income and unaudited Statements of Cash Flows include an allocation of general corporate expenses from Parent. The financial information in these unaudited Combined Condensed Financial Statements does not necessarily include all the expenses that would have been incurred by the Computer Sciences GS Business had it been a separate, standalone entity. The management of the Computer Sciences GS Business considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, it. The allocation methods include relative headcount, actual services rendered and relative space utilization. Allocations for management costs and corporate support services provided to the Computer Sciences GS Business totaled $48,032 and $54,966 for the three months ended October 2, 2015 and October 3, 2014, respectively, and $104,669 and $115,212 for the six months ended October 2, 2015 and October 3, 2014, respectively. These amounts include costs for corporate functions including, but not limited to, senior management, legal, human resources, finance, IT and other shared services. Net Transfers to Parent A reconciliation of Net transfers to Parent in the unaudited Combined Condensed Statements of Changes in Parent Equity to the corresponding amount presented on the unaudited Combined Condensed Statements of Cash Flows for all periods presented is as follows: Six Months Ended October 2, 2015 October 3, 2014 Net transfers to Parent per unaudited Combined Condensed Statements of Changes in Parent Equity $ 324,730 $ 174,422 Stock-based compensation 4,109 8,560 Net transfers of property, plant and equipment from (to) Parent 5,060 (2,821 ) Net transfers of internally developed and purchased software from Parent 629 28 Net transfers of capital lease obligations 3,800 — Total Net transfers to Parent per unaudited Combined Condensed Statements of Cash Flows $ 338,328 $ 180,189 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Oct. 02, 2015 | |
Acquisitions and Divestitures [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Fiscal 2015 Acquisition On July 31, 2014, the Computer Sciences GS Business acquired Tenacity Solutions for $35,429 in an all-cash transaction. The Computer Sciences GS Business acquired this entity primarily to enhance its cyber security, systems engineering and software development service offerings in the federal intelligence sector. The purchase price was allocated to assets acquired and liabilities assumed based on fair value at the date of acquisition, as follows: $3,876 to current assets, $9,400 to an intangible asset other than goodwill, $8,447 to current liabilities and $30,600 to goodwill. The intangible asset, which is associated with the Computer Sciences GS Business’s customer relationships and government programs, is being amortized over 15 years. The goodwill is expected to be tax deductible. The acquisition of Tenacity is reported in the Defense and Intelligence segment. The pro forma financial information for this acquisition was not presented because the effects of this acquisition were not material to the Computer Sciences GS Business’s combined results. Fiscal 2016 Divestiture On April 27, 2015, the Computer Sciences GS Business divested its wholly-owned subsidiary, Welkin Associates Limited (“Welkin”), a provider of systems engineering and technical assistance services to the intelligence community and other U.S. Department of Defense clients. The Computer Sciences GS Business received consideration of $34,000 , and recorded a pre-tax gain on sale of $18,464 , which is included in Other income, net on the unaudited Combined Condensed Statement of Operations. Included in the divested net assets of $13,788 was $10,717 of goodwill and transaction costs of $1,748 . The divestiture did not qualify to be presented as discontinued operations as it did not represent a strategic shift that would have a major effect on the Computer Sciences GS Business’s operations and financial results. Fiscal 2015 Divestiture During the first quarter of fiscal 2015, the Computer Sciences GS Business recorded a $1,423 loss from discontinued operations, net of taxes related to the divestiture of its base operations, aviation and ranges services business unit, the Applied Technology Division (“ATD”), during Fiscal 2014, which included $513 related to the resolution of certain contingencies and $910 for net working capital adjustments which reduced the total gain on the sale. |
Sale of Receivables
Sale of Receivables | 6 Months Ended |
Oct. 02, 2015 | |
Transfers and Servicing [Abstract] | |
Sale of Receivables | Sale of Receivables On April 21, 2015, CSC entered into a Master Accounts Receivable Purchase Agreement (the "Purchase Agreement") with The Royal Bank of Scotland, PLC (“RBS”) as Purchaser, along with Mitsubishi UFJ Financial Group Ltd. and Bank of Nova Scotia, each as a Participant, for the continuous non-recourse sale of the Computer Sciences GS Business’s eligible trade receivables. Subsequent to entering into to the Purchase Agreement, RBS assigned its rights as a purchaser to The Bank of Tokyo-Mitsubishi UFJ, Ltd (“BTMU”), and the Purchase Agreement was amended to add CSC Government Solutions LLC as a seller, and BTMU, The Bank of Nova Scotia, and Mizuho Bank, Ltd. each as a purchaser. The amended agreement also converted the receivables purchase facility (the “Facility”) to a committed facility, extended the initial term to a two -year period and added Computer Sciences GS Business, Inc. as a guarantor. Under the Facility, CSC and CSC Government Solutions LLC can sell up to $450,000 of the Computer Sciences GS Business’s eligible receivables, including billed receivables and certain unbilled receivables arising from “cost plus fixed fee” and “time and materials” contracts. The sellers has no retained interests in the transferred receivables and only performs collection and administrative functions for the Purchaser for a servicing fee. The Computer Sciences GS Business accounts for these receivable transfers as sales under ASC 860 "Transfers and Servicing" and derecognizes the sold receivables from its unaudited Combined Condensed Balance Sheets. The fair value of the sold receivables approximated their book value due to their short-term nature, and as a result no gain or loss on sale of receivables was recorded. The Computer Sciences GS Business estimated that its servicing fee was at fair value and therefore, no servicing asset or liability related to these services was recognized as of October 2, 2015. During the three and six months ended October 2, 2015, CSC sold $618,553 and $1,332,568 , respectively, of Computer Sciences GS Business’s billed and unbilled receivables. Collections corresponding to these receivable sales were $608,974 and $1,156,535 for the three and six months ended October 2, 2015, respectively. As of October 2, 2015, there was also $7,408 of cash collected by CSC but not remitted to purchasers. The Computer Sciences GS Business incurred purchase discount and administrative fees of $513 and $884 for the three and six months ended October 2, 2015, respectively. These fees were recorded within other (income) expense, net in the unaudited Combined Condensed Statement of Operations. The net impact of the accounts receivable sales was $9,066 and $176,149 for the three and six months ended October 2, 2015, respectively. The net cash proceeds under the Facility are reported as operating activities in the unaudited Combined Condensed Statement of Cash Flows because both cash received from purchases and cash collections are not subject to significant interest rate risk. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Oct. 02, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Other Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill by segment for the six months ended October 2, 2015: Defense and Intelligence Civil Total Balance as of April 3, 2015 $ 491,397 $ 311,185 $ 802,582 Welkin Divestiture (10,717 ) — (10,717 ) Tenacity Solutions Acquisition Working Capital Adjustment (86 ) — (86 ) Balance as of October 2, 2015 $ 480,594 $ 311,185 $ 791,779 The Computer Sciences GS Business tests goodwill for impairment on an annual basis, as of the first day of the second fiscal quarter, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For the Computer Sciences GS Business’s annual goodwill impairment assessment as of July 4, 2015, the Computer Sciences GS Business first assesses qualitative factors to determine whether events or circumstances existed that would lead the Computer Sciences GS Business to conclude that it is more likely than not that the fair value of any of its reporting units was below their carrying amounts. If the Computer Sciences GS Business determines that it is not more likely than not, then proceeding to step one of the two-step goodwill impairment test is not necessary. The Computer Sciences GS Business chose to bypass the initial qualitative assessment and proceeded directly to the first step of the impairment test for all reporting units. Based on the results of the first step of the impairment test, the Computer Sciences GS Business concluded that the fair value of each reporting unit significantly exceeded its carrying value and therefore the second step of the goodwill impairment test was not required. As of October 2, 2015, the Computer Sciences GS Business assessed whether there were events or changes in circumstances that would more likely than not reduce the fair value of any of its reporting units below its carrying amount and require goodwill to be tested for impairment. The Computer Sciences GS Business determined that there have been no such indicators and therefore, it was unnecessary to perform an interim goodwill impairment assessment as of October 2, 2015. Other Intangible Assets A summary of amortizable intangible assets is as follows: As of October 2, 2015 Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related intangibles $ 130,150 $ (112,747 ) $ 17,403 Other intangible assets 53,550 (45,088 ) 8,462 Software 120,644 (79,160 ) 41,484 Total intangible assets $ 304,344 $ (236,995 ) $ 67,349 As of April 3, 2015 Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related intangibles $ 130,150 $ (110,449 ) $ 19,701 Other intangible assets 53,550 (39,846 ) 13,704 Software 110,805 (75,544 ) 35,261 Total intangible assets $ 294,505 $ (225,839 ) $ 68,666 Amortization expense for the three months ended October 2, 2015 and October 3, 2014 was $ 7,890 and $ 8,879 , respectively, including amortization of contract-related intangible assets as a reduction to revenues of $ 2,290 and $ 2,472 in each of the respective years. Amortization expense for the six months ended October 2, 2015 and October 3, 2014 was $ 15,509 and $ 17,463 , respectively, including amortization of contract-related intangible assets as a reduction to revenues of $ 4,580 and $ 4,944 in each of the respective years. Estimated amortization related to intangible assets as of October 2, 2015, for the remainder of fiscal year 2016 is $15,087 , and for each of the fiscal years 2017, 2018, 2019 and 2020, is as follows: $18,840 , $11,780 , $7,919 , and $5,328 , respectively. Purchased and internally developed software (for both external and internal use), net of accumulated amortization, consisted of the following: As of October 2, 2015 April 3, 2015 Purchased software $ 36,953 $ 30,864 Internally developed software for external use 3,231 2,950 Internally developed software for internal use 1,300 1,447 Total software $ 41,484 $ 35,261 Amortization expense related to purchased software was $3,607 and $3,784 for the three months ended October 2, 2015 and October 3, 2014, respectively. Amortization expense related to internally developed software for external use was $449 and $619 for the three months ended October 2, 2015 and October 3, 2014, respectively. Amortization expense related to internally developed software for internal use was $73 and $73 for the three months ended October 2, 2015 and October 3, 2014, respectively. Amortization expense related to purchased software was $7,074 and $7,367 for the six months ended October 2, 2015 and October 3, 2014, respectively. Amortization expense related to internally developed software for external use was $749 and $1,237 for the six months ended October 2, 2015 and October 3, 2014, respectively. Amortization expense related to internally developed software for internal use was $147 and $147 for the six months ended October 2, 2015 and October 3, 2014, respectively. Estimated amortization expense related to purchased and internally developed software, as of October 2, 2015, for the remainder of fiscal 2016 is $8,307 , and for each of the fiscal years 2017, 2018, 2019 and 2020, is as follows: $13,142 , $9,438 , $5,870 and $3,668 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Oct. 02, 2015 | |
Payables and Accruals [Abstract] | |
Accounts expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: As of October 2, 2015 April 3, 2015 Accrued contract costs $ 191,778 $ 212,155 Deferred revenue 147,775 174,022 Accrued expenses 49,817 45,164 Other 8,701 9,265 Total $ 398,071 $ 440,606 |
Income Taxes
Income Taxes | 6 Months Ended |
Oct. 02, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Computer Sciences GS Business's effective tax rate on income from continuing operations (“ETR”) was 40.2% and 39.4% for the three and six months ended October 2, 2015, respectively, and 37.7% and 37.3% for the three and six months ended October 3, 2014, respectively. The higher ETR for the three months ended October 2, 2015 was primarily driven by non-deductible one-time separation costs related to the Computer Sciences GS Business. The higher ETR for the six months ended October 2, 2015 was primarily driven by non-deductible goodwill related to the Welkin divestiture and non-deductible one-time separation costs related to the Computer Sciences GS Business. There were no material changes to uncertain tax positions as of the second quarter of fiscal 2016 compared to the fiscal 2015 year-end. The Computer Sciences GS Business is currently under examination in several tax jurisdictions. A summary of the tax years that remain subject to examination in certain of the Computer Sciences GS Business’s major tax jurisdictions are: Jurisdiction: Tax Years that Remain U.S. - federal 2008 and forward U.S. - various states 2008 and forward It is reasonably possible that changes to the Computer Sciences GS Business’s unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months is not expected to be material. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefit Plans | 6 Months Ended |
Oct. 02, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Post-Retirement Benefit Plans | Pension and Other Post-Retirement Benefit Plans CSC and its subsidiaries offer their employees a number of defined benefit and defined contribution plans, in which employees of the Computer Sciences GS Business participate. The defined benefit plans included both pension and other postretirement benefit plans (“OPEB”). Defined Benefit Pension Plans The defined benefit pension plans include both multi-employer and single employer plans. For the multi-employer plans, Parent retains the assets and liabilities and the Computer Sciences GS Business unaudited Combined Condensed Financial Statements reflect the service costs related to current employees of the Computer Sciences GS Business. The largest U.S. defined benefit pension plan was frozen in fiscal 2010 for most participants. Single Employer Pension Plans The net periodic pension benefit for the Computer Sciences GS Business pension plans include the following components: Net periodic pension costs Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Interest cost $ 637 $ 659 $ 1,273 $ 1,317 Expected return on assets (1,064 ) (1,059 ) (2,129 ) (2,118 ) Net periodic pension benefit $ (427 ) $ (400 ) $ (856 ) $ (801 ) The weighted-averages of the assumptions used to determine net periodic pension cost for the three and six months ended October 2, 2015 and October 3, 2014 are as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Discount or settlement rates 3.9 % 4.6 % 3.9 % 4.6 % Expected long-term rates of return on assets 7.9 % 7.6 % 7.9 % 7.6 % The Computer Sciences GS Business did not contribute to the defined benefit pension plans during the three and six months ended October 2, 2015. CSRA expects to contribute $6 during the remainder of fiscal 2016. Multi-employer Pension Plans The Computer Sciences GS Business’s multi-employer pension plans did not incur any service costs for the three and six months ended October 2, 2015. Defined Benefit Other Postretirement Benefit Plans The defined benefit OPEB plans include both multi-employer and single employer plans. For the multi-employer plans, Parent retains the assets and liabilities and the Computer Sciences GS Business financial statements reflect the service costs related to current employees of the business. Single Employer OPEB Plans The Computer Sciences GS Business provides subsidized healthcare, dental and life insurance benefits for certain U.S. employees and retirees, primarily for individuals employed prior to August 1992. Net periodic postretirement benefit costs Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Service cost $ 3 $ 3 $ 7 $ 6 Interest cost 121 224 242 448 Amortization of prior service (benefit) cost (770 ) 8 (1,543 ) 17 Net periodic (benefit) cost $ (646 ) $ 235 $ (1,294 ) $ 471 The weighted-averages of the assumptions used to determine net periodic postretirement benefit cost for the three and six months ended October 2, 2015 and October 3, 2014 are as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Discount or settlement rates 3.4 % 4.0 % 3.4 % 4.0 % The Computer Sciences GS Business contributed $295 and $520 to the other post-retirement benefit plans during the three and six months ended October 2, 2015, respectively. The Computer Sciences GS Business expects to contribute an additional $712 during the remainder of fiscal 2016. Multi-employer OPEB Plans The Computer Sciences GS Business’s share of total service cost incurred by the multi-employer OPEB plans for the three and six months ended October 2, 2015 was $34 and $68 , respectively. The contributions made by the Computer Sciences GS Business for the three and six months ended October 2, 2015 was $32 and $51 , respectively. The Computer Sciences GS Business expects to contribute an additional $37 during the remainder of fiscal 2016. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Oct. 02, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following tables show the activity in the components of other comprehensive (loss) income and reclassification adjustments for the three and six months ended October 2, 2015 and October 3, 2014, respectively. There were no tax impacts on the following activity in Accumulated other comprehensive loss: For the Three Months Ended October 2, 2015 Foreign currency translation adjustments $ (535 ) Amortization of prior service credit (770 ) Total other comprehensive loss $ (1,305 ) For the Three Months Ended October 3, 2014 Foreign currency translation adjustments $ (737 ) Amortization of prior service cost 8 Total other comprehensive loss $ (729 ) For the Six Months Ended October 2, 2015 Foreign currency translation adjustments $ (456 ) Amortization of prior service credit (1,543 ) Total other comprehensive loss $ (1,999 ) For the Six Months Ended October 3, 2014 Foreign currency translation adjustments $ (309 ) Amortization of prior service cost 17 Total other comprehensive loss $ (292 ) The following tables show the changes in Accumulated other comprehensive loss for the six months ended October 2, 2015 and October 3, 2014, respectively: Foreign Currency Translation Adjustments Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Loss Balance as of April 3, 2015 $ (2,277 ) $ 1,872 $ (405 ) Current-period other comprehensive income (456 ) — (456 ) Amounts reclassified from accumulated other comprehensive income, net of noncontrolling interests — (1,548 ) (1,548 ) Balance as of October 2, 2015 $ (2,733 ) $ 324 $ (2,409 ) Foreign Currency Translation Adjustments Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Loss Balance as of March 28, 2014 $ (608 ) $ (135 ) $ (743 ) Current-period other comprehensive income (309 ) — (309 ) Amounts reclassified from accumulated other comprehensive income, net of noncontrolling interests — 13 13 Balance as of October 3, 2014 $ (917 ) $ (122 ) $ (1,039 ) |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Oct. 02, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans Employee Incentives CSC has two stock incentive plans which authorize the issuance of stock options, restricted stock units (“RSU”) and restricted stock awards to the Computer Sciences GS Business employees upon terms approved by Parent’s Compensation Committee of the Board of Directors. Parent issues authorized but previously unissued shares upon the exercise of stock options, the granting of restricted stock and the settlement of RSUs. As of October 2, 2015, 13,516,470 shares of CSC common stock were available for the grant of future stock options, restricted stock units or other stock-based incentives to employees of CSC and the Computer Sciences GS Business. For the three and six months ended October 2, 2015 and October 3, 2014, the Computer Sciences GS Business recognized stock-based compensation expense as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Cost of services $ 2,120 $ 1,333 $ 752 $ 3,655 Selling, general and administrative expenses 2,788 2,523 3,357 4,905 Total $ 4,908 $ 3,856 $ 4,109 $ 8,560 Total, net of tax $ 2,982 $ 2,343 $ 2,497 $ 5,201 The stock-based compensation listed above included the Computer Sciences GS Business’s share of Parent’s corporate and non-employee director grants for the three months ended October 2, 2015 and October 3, 2014 of $ 2,389 and $ 2,351 , respectively. Stock-based compensation for the second quarter of fiscal 2016 increased $1,052 when compared to the second quarter of fiscal 2015, due to higher forfeitures in the second quarter of fiscal 2015 that did not recur in fiscal 2016. The stock-based compensation listed above included the Computer Sciences GS Business’s share of Parent’s corporate and non-employee director grants for the six months ended October 2, 2015 and October 3, 2014 which was $ 2,984 and $ 4,428 , respectively. The decrease in stock-based compensation was due to current quarter employee terminations, forfeitures as of the annual vesting date which occurs during the first quarter, and changes in the assumed forfeiture rate. The Computer Sciences GS Business uses the Black-Scholes-Merton model in determining the fair value of options granted. The weighted-average grant date fair values of stock options granted during the six months ended October 2, 2015 and October 3, 2014 was $19.59 and $18.15 per share, respectively. In calculating the compensation expense for its stock incentive plans, the following weighted-average assumptions were used: Six Months Ended October 2, 2015 October 3, 2014 Risk-free interest rate 1.77 % 2.03 % Expected volatility 31.72 % 33.09 % Expected term (in years) 6.04 5.99 Dividend yield 1.39 % 1.50 % For the six months ended October 2, 2015 and October 3, 2014, the Computer Sciences GS Business’s tax benefit realized for deductions from exercising stock options was $1,805 and $3,760 , respectively. Stock Options The standard vesting schedule for stock options is one-third of the total stock option award on each of the first three anniversaries of the grant date. Stock options are generally exercisable for a term of ten years from the grant date. Information concerning stock options granted under the stock incentive plans is as follows: Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at April 3, 2015 806,761 $ 47.18 6.13 $ 14,682 Granted 175,680 68.43 Net transfers* (10,412 ) 49.64 Exercised (75,126 ) 41.19 Canceled/Forfeited (17,063 ) 60.63 Expired (2,827 ) 53.62 Outstanding as of October 2, 2015 877,013 51.63 6.42 10,477 Vested and expected to vest in the future as of October 2, 2015 845,288 51.15 6.55 10,414 Exercisable as of October 2, 2015 521,259 45.19 5.12 8,974 *Represents option activity associated with employees who transferred between CSC and the Computer Sciences GS Business. The intrinsic value of options exercised during the six months ended October 2, 2015 and October 3, 2014 was $1,896 and $7,346 , respectively. The cash received from stock options exercised during the six months ended October 2, 2015 and October 3, 2014 was $3,095 and $18,662 , respectively. As of October 2, 2015, unrecognized compensation expense related to unvested stock options totaled $4,939 , net of expected forfeitures. This cost is expected to be recognized over a weighted-average period of 2.13 years. Restricted Stock Units Information concerning RSUs granted under stock incentive plans is as follows: Number of Option Shares Weighted Average Fair Value Outstanding as of April 3, 2015 289,508 $ 46.99 Granted 84,150 67.48 Net transfers* (191 ) 52.24 Released/Issued (39,974 ) 39.72 Canceled/Forfeited (22,350 ) 47.06 Outstanding as of October 2, 2015 311,143 53.53 *Represents award activity associated with employees who transferred between CSC and the Computer Sciences GS Business. As of October 2, 2015, total unrecognized compensation expense related to unvested restricted stock units totaled $8,877 , net of expected forfeitures. This cost is expected to be recognized over a weighted-average period of 2.06 years. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Oct. 02, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Computer Sciences GS Business’s reportable segments are as follows: • Defense and Intelligence—The Defense and Intelligence segment provides services to the DoD, National Security Agency, branches of the Armed Forces and other DoD agencies. • Civil—The Civil segment provides services to various federal agencies within the Department of Homeland Security and other Civil agencies. The following table summarizes operating results by reportable segment: Defense and Intelligence Civil Total Segment Corporate Total As of October 2, 2015 Total Assets $ 1,160,640 $ 752,569 $ 1,913,209 $ 247 $ 1,913,456 Three Months Ended October 2, 2015 Revenues $ 499,558 $ 469,495 $ 969,053 $ — $ 969,053 Operating Income (loss) 70,490 76,760 147,250 (66 ) 147,184 Depreciation and Amortization Expense 23,028 11,686 34,714 — 34,714 Six Months Ended October 2, 2015 Revenues $ 1,006,149 $ 921,836 $ 1,927,985 $ — $ 1,927,985 Operating Income (loss) 134,427 138,041 272,468 (58 ) 272,410 Depreciation and Amortization Expense 45,335 22,331 67,666 — 67,666 As of April 3, 2015 Total Assets $ 1,330,761 $ 830,413 $ 2,161,174 $ 108 $ 2,161,282 Three Months Ended October 3, 2014 Revenues $ 528,670 $ 507,618 $ 1,036,288 $ — $ 1,036,288 Operating Income (loss) 62,109 84,941 147,050 (37 ) 147,013 Depreciation and Amortization Expense 25,012 10,637 35,649 — 35,649 Six Months Ended October 3, 2014 Revenues $ 1,088,113 $ 981,482 $ 2,069,595 $ — $ 2,069,595 Operating Income (loss) 122,480 159,914 282,394 (120 ) 282,274 Depreciation and Amortization Expense 49,421 21,626 71,047 — 71,047 Operating income provides useful information to the Computer Sciences GS Business’s management for assessment of the Computer Sciences GS Business’s performance and results of operations and is one of the financial measures utilized to determine executive compensation. A reconciliation of combined operating income to income from continuing operations before taxes is as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Operating income $ 147,184 $ 147,013 $ 272,410 $ 282,274 Corporate G&A (13,830 ) (14,554 ) (28,764 ) (30,324 ) Separation and merger costs (41,508 ) — (56,285 ) — Interest expense, net (5,472 ) (5,509 ) (10,953 ) (11,209 ) Other income (expense), net 1,758 (906 ) 21,085 (2,365 ) Income from continuing operations before taxes $ 88,132 $ 126,044 $ 197,493 $ 238,376 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Oct. 02, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments In the normal course of business, the Computer Sciences GS Business may provide certain customers, principally governmental entities, with financial performance guarantees, which are generally backed by stand-by letters of credit or surety bonds. In general, the Computer Sciences GS Business would only be liable for the amounts of these guarantees in the event that nonperformance by the Computer Sciences GS Business permits termination of the related contract by the customer. As of October 2, 2015, the Computer Sciences GS Business had $37,076 of outstanding letters of credit and $13,652 of surety bonds relating to these performance guarantees. The Computer Sciences GS Business believes it is in compliance with its performance obligations under all service contracts for which there is a financial performance guarantee and the ultimate liability, if any, incurred in connection with these guarantees will not have a material adverse effect on its combined results of operations or financial position. The following table summarizes the expiration of the Computer Sciences GS Business’s financial guarantees and stand-by letters of credit outstanding as of October 2, 2015: Fiscal 2016 Fiscal 2017 Fiscal 2018 and Thereafter Total Stand-by letters of credit $ 76 $ 37,000 $ — $ 37,076 Surety bonds 13,652 — — 13,652 Total $ 13,728 $ 37,000 $ — $ 50,728 The Computer Sciences GS Business generally indemnifies licensees of its proprietary software products against claims brought by third parties alleging infringement of intellectual property rights (including rights in patents (with or without geographic limitations), copyrights, trademarks, and trade secrets). The Computer Sciences GS Business’s indemnification of its licensees relates to costs arising from court awards, negotiated settlements and the related legal and internal costs of those licensees. The Computer Sciences GS Business maintains the right, at its own costs, to modify or replace software in order to eliminate any infringement. Historically, the Computer Sciences GS Business has not incurred any significant costs related to licensee software indemnifications. Contingencies In accordance with ASC 450, matters are described below due to their relevance to the Computer Sciences GS Business and because they will be assumed by the Computer Sciences GS Business from CSC in connection with the Spin-Off. The Computer Sciences GS Business is routinely subject to investigations and reviews relating to compliance with various laws and regulations with respect to its role as a contractor to federal, state and local government customers and in connection with performing services in countries outside of the U.S. Adverse findings in these investigations or reviews can lead to criminal, civil or administrative proceedings and the Computer Sciences GS Business could face penalties, fines, compensatory damages and suspension or debarment from doing business with governmental agencies. In addition, the Computer Sciences GS Business could suffer serious reputational harm if allegations of impropriety were made against the Computer Sciences GS Business. Adverse findings could also have a material adverse effect on the Computer Sciences GS Business’s business, combined financial position, results of operations and cash flows due to its reliance on government contracts. U.S. federal government agencies, including the Defense Contract Audit Agency (“DCAA”), Defense Contract Management Agency (“DCMA”), and others, routinely audit and review a contractor’s performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations, and standards. These agencies also review the adequacy of the contractor’s compliance with government standards for its business systems including: a contractor’s accounting system, earned value management system, estimating system, materials management and accounting system, property management system and purchasing system. Both contractors and the U.S. federal government agencies conducting these audits and reviews have come under increased scrutiny including such subjects as billing practices, labor charging and accounting for unallowable costs. The Computer Sciences GS Business’s indirect cost audits by the DCAA remain open for fiscal 2004 and subsequent fiscal years. Although the Computer Sciences GS Business has recorded contract revenues subsequent to and including fiscal 2004 based upon an estimate of costs that the Computer Sciences GS Business believes will be approved upon final audit or review, the Computer Sciences GS Business does not know the outcome of any ongoing or future audits or reviews and adjustments, and if future adjustments exceed the Computer Sciences GS Business’s estimates, its profitability would be adversely affected. As of October 2, 2015, the Computer Sciences GS Business recorded a liability of $7,397 for its current best estimate of net amounts to be refunded to customers for potential adjustments from such audits or reviews of contract costs. This amount includes potential adjustments related to both pre-separation and post-separation audits or reviews. In connection with the sale of ATD in fiscal 2014, the Computer Sciences GS Business transferred its joint venture interests in Computer Sciences Raytheon (“CSR”) as part of the ATD sale transaction. CSR is a joint venture formed between CSC and Raytheon Technical Services Company and its sole business is performance of a single contract for a DoD customer. CSR is the plan sponsor of the CSR pension plan, which we expect will be terminated in connection with the termination of the CSR contract with the customer. CSC agreed with the purchaser of ATD that the Computer Sciences GS Business would fund the purchaser’s share of the CSR pension settlement obligation upon plan termination. In addition, the agreement with the purchaser provides that the eventual expected recovery by CSR of such plan termination settlement costs from the customer as provided for under the federal Cost Accounting Standards (“CAS”) Section 413, whereby contractors may recover such costs from the government plus interest, will be reimbursed to the Computer Sciences GS Business. The CSR pension plan termination process was initiated in September 2015, and may take upwards of 12 months to be completed. The current estimate of the share of the funding obligation that would be attributable to the purchaser, and therefore to be advanced by the Computer Sciences GS Business, is approximately $26,000 . The ultimate plan termination settlement funding obligation will be based on economic factors, including long-term interest rates that impact the cost of annuities offered by insurers at the time of the actual plan termination settlement. The fair value of the Computer Sciences GS Business’ funding advance obligation net of subsequent expected recoveries was recorded by the Computer Sciences GS Business at the time of the sale of ATD. Unless otherwise noted, the Computer Sciences GS Business is unable to develop a reasonable estimate of a possible loss or range of losses associated with the following contingent matters at this time. Strauch et al. Fair Labor Standards Act Class Action On July 1, 2014, plaintiffs filed Strauch and Colby v. Computer Sciences Corporation in the U.S. District Court for the District of Connecticut, a putative nationwide class action alleging that CSC violated provisions of the Fair Labor Standards Act (“FLSA”) with respect to system administrators who worked for CSC at any time from June 1, 2011 to the present. Plaintiffs claim that CSC improperly classified its system administrators as exempt from the FLSA and that CSC therefore owes them overtime wages and associated relief available under the FLSA and various statutes, including the Connecticut Minimum Wage Act, the California Unfair Competition Law, California Labor Code, California Wage Order No. 4-2001, and the California Private Attorneys General Act. The relief sought by Plaintiffs include unpaid overtime compensation, liquidated damages, pre- and post-judgment interest, damages in the amount of twice the unpaid overtime wages due, and civil penalties. CSC’s position is that its system administrators have the job duties, responsibilities, and salaries of exempt employees and are properly classified as exempt from overtime compensation requirements. CSC’s Motion to Transfer Venue was denied in February 2015. On June 9, 2015, the Court entered an order granting the plaintiffs’ motion for conditional certification of the class of system administrators. The Strauch putative class includes more than 6,400 system administrators, of whom 2,921 are employed by the Computer Sciences GS Business and the remainder of whom are employed by CSC. Courts typically undertake a two-stage review in determining whether a suit may proceed as a class action under the FLSA. In its order, the Court noted that, as a first step, the Court examines pleadings and affidavits, and if it finds that proposed class members are similarly situated, the class is conditionally certified. Potential class members are then notified and given an opportunity to opt-in to the action. The second step of the class certification analysis occurs upon completion of discovery. At that point, the Court will examine all evidence then in the record to determine whether there is a sufficient basis to conclude that the proposed class members are similarly situated . If it is determined that they are, the case will proceed to trial; if it is determined they are not, the class is decertified and only the individual claims of the purported class representatives proceed. The Computer Sciences GS Business’s position in this litigation continues to be that the employees identified as belonging to the conditional class were paid in accordance with the FLSA. Plaintiffs are filing an amended complaint to add additional plaintiffs and allege violations under Missouri and North Carolina wage and hour laws. The Computer Sciences GS Business does not believe these additional claims differ materially from those in the original complaint. The next stage in the litigation will be a motion for class certification, which is currently due from plaintiffs in January 2016. CECOM Rapid Response Demand Letter On July 12, 2013, the U.S. Army’s Communications-Electronics Command (“CECOM”) issued a demand letter based upon DCAA audit reports and Forms 1, for reimbursement in the amount of $235,155 in costs that CSC allegedly overcharged under its Rapid Response (“R2”) contract (Contract No. DAAB07-03-D-B007) by placing CSC, interdivisional, teammate, and vendor employees in R2 labor categories for which they were not qualified. CSC’s position has been that, in most instances, the individuals in question met the contract requirements for their labor categories, and that, in all instances, DCAA and CECOM have ignored the value the government received for CSC’s work. CSC and CECOM have engaged in discussions in an attempt to resolve this issue but, at this point in time, there can be no assurance that the parties will be able to resolve their differences, in which case the Computer Sciences GS Business would litigate this matter. NetCracker Technology Corp. In August 2013, CSC received a Civil Investigative Demand from the U.S. Department of Justice’s Civil Division seeking documents and information regarding CSC’s contract with the Defense Information Systems Agency (“DISA”) and its subcontract with NetCracker Technology Corp. (“NetCracker”). Since that time, CSC has cooperated with a government investigation into issues on this subcontract. On March 26, 2015, CSC received a letter from the Civil Division claiming that CSC violated the False Claims Act and breached its contract with DISA based upon actions taken by NetCracker in performing its work on the subcontract. CSC has taken the position that it has not engaged in any conduct that would violate the False Claims Act. In October 2015, CSC and the government reached a $1.35 million agreement to settle this matter based upon the government’s claim for breach of contract as a result of the actions of NetCracker, CSC’s directed subcontractor, which violated the terms of CSC’s contract with DISA. NetCracker agreed to pay the government $11.4 million to settle this matter. DynCorp In connection with CSC's acquisition of DynCorp in 2003 and its divestiture of substantially all of that business in two separate transactions (in 2005 to The Veritas Capital Fund II L.P, and DI Acquisition Corp. and in 2013 to Pacific Architects and Engineers, Incorporated (collectively, the "DynCorp Divestitures")), CSC assumed and Computer Sciences GS Business will retain various environmental indemnities of DynCorp and its former subsidiaries arising from environmental representations and warranties under which DynCorp agreed to indemnify the purchasers of its subsidiaries DynAir Tech and DynAir Services by Sabreliner Corporation and ALPHA Airports Group PLC, respectively. As part of the DynCorp Divestitures, CSC also assumed and Computer Sciences GS Business will also retain indemnities for insured litigation associated with dormant suits by former employees of DynCorp subsidiaries alleging exposure to asbestos and other substances; other indemnities related to a 2001 case arising from counter-narcotics spraying in Colombia under a U.S. Department of State contract and the associated coverage litigation involving the aviation insurance underwriters; and an environmental remediation case involving HRI, a former wholly-owned subsidiary of DynCorp, in Lawrenceville, New Jersey. Computer Sciences GS Business does not anticipate any material adverse effect on its financial position, results of operations and cash flows from these indemnities. The Computer Sciences GS Business accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated under ASC 450. The Computer Sciences GS Business believes it has appropriately recognized liabilities for any such matters. In addition to the matters noted above, the Computer Sciences GS Business is currently party to a number of disputes which involve or may involve litigation. Regarding other matters that may involve actual or threatened disputes or litigation, the Computer Sciences GS Business, in accordance with the applicable reporting requirements, provides disclosure of such matters for which the likelihood of material loss is at least reasonably possible. The Computer Sciences GS Business assessed reasonably possible losses for all other such pending legal or other proceedings in the aggregate and concluded that the range of potential loss is not material. The Computer Sciences GS Business also considered the requirements regarding estimates used in the disclosure of contingencies under ASC Subtopic 275-10, Risks and Uncertainties. Based on that guidance, the Computer Sciences GS Business determined that supplemental accrual and disclosure was not required for a change in estimate that involves contingencies because the Computer Sciences GS Business determined that it was not reasonably possible that a change in estimate will occur in the near term. The Computer Sciences GS Business reviews contingencies during each interim period and adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Other Contingencies Maryland Medicaid Enterprise Restructuring Project After competitive bidding on March 1, 2012, CSC was awarded the Maryland Medicaid Enterprise Restructuring Project (“MERP”) contract by the State of Maryland (the “State”) to modernize the Medicaid Management Information System (“MMIS”), a database of Medicaid recipients and providers used to manage Medicaid reimbursement claims. The MERP contract is predominately fixed-price. Since the date the MERP contract was awarded, U.S. federal government-mandated Medicaid IT standards have been in considerable flux. The State directed CSC to include additional functionality in the system design to incorporate new federal mandates and guidance promulgated after the base scope of the contract was finalized. Further, however the State has declined to approve contract modifications to compensate CSC for this additional work. As a result of the State’s refusal to amend the MERP contract and equitably adjust the compensation to be paid to CSC and, in accordance with prescribed State statutes and regulations, CSC filed a certified contract claim in September 2013, which after various procedural developments is now pending before the Maryland Board of Contracts Appeals (the “State Board”). On August 22, 2014, the State unilaterally suspended performance under the contract for 90 days and repeatedly extended the suspension until providing a Notice of Default termination in October 2015. As a result of the suspension and other actions and inactions by the State in performance of its obligations under the Contract, in October 2014, CSC filed additional contract claims under various legal theories, such that currently the total amount claimed by CSC is approximately $80 million . Although between April 2015 and September 2015, CSC and the State were in settlement negotiations to restructure the program and resolve all issues, including CSC’s contract claims, on September 14, 2015, the State orally advised us that the Governor elected to abandon the contract settlement and restructuring discussions and directed the State to terminate the contract. On October 14, 2015, the State provided us with a Notice of Default Termination. When a contract is terminated for default, Maryland procurement regulations allow the State to procure substitute performance, with the contractor being liable for any excess reprocurement costs. Any State claim against us arising from a default termination for reprocurement costs would be appealable by us to the State Board, as is the default termination itself. The State has not asserted a claim for reprocurement costs and, were it to do so, we believe such a claim would be meritless and unsupported by the facts. The Computer Sciences GS Business intends to challenge the legal basis of the State’s termination for default and seek to convert it to a convenience termination through litigation at the State Board. As we proceed with the litigation, we expect to consolidate all of our claims against the State with any State claim arising from the default termination. We will litigate on behalf of CSC and indemnify CSC for the costs of litigation and any other costs or liabilities CSC may incur in the litigation. Recovery by CSC will be credited to us. Management has evaluated the recoverability of assets related to this contract in light of these developments and concluded that no adjustments to our financial statements are required. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Oct. 02, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent events Separation and Mergers As discussed in Note 1, on November 27, 2015, CSC completed the Spin-Off of CSRA, including the Computer Sciences GS Business. To effect the separation, CSC distributed all of the shares of CSRA common stock on a pro rata basis to CSC stockholders of record as of November 18, 2015. Following the distribution of shares CSC and CSRA paid the previously announced aggregate special dividend of $10.50 per share. Of that $10.50 per share dividend, $2.25 was paid by CSC and $8.25 was paid by CSRA. The Form 10 was declared effective on November 6, 2015. CSRA common stock began regular-way trading on the New York Stock Exchange on November 30, 2015 under the ticker symbol CSRA. Following the Spin-Off, on November 30, 2015, CSRA also completed its previously announced Mergers, which resulted in SRA merging with and into a wholly-owned subsidiary of CSRA. As a result, SRA International, Inc. became an indirect wholly-owned subsidiary of CSRA. Pursuant to the Merger Agreement, CSRA agreed to pay merger consideration consisting of cash and shares of CSRA. Merger consideration consisted of (1) $390,000 in cash and (2) shares of CSRA common stock representing in the aggregate approximately 15.32% of the total number of shares of CSRA common stock outstanding immediately after the Mergers were completed. The Mergers are expected to provide clients, investors and employees of both companies with significant benefits which include a vastly expanded portfolio of expertise, cost competitiveness and increased financial strength which will position the merged company well for future growth opportunities and ability to further attract industry-leading talent. The Mergers will be reflected in CSRA’s financial statements using the acquisition method of accounting, with CSRA being considered the accounting acquirer of SRA. The final purchase price for purchase accounting purposes was determined at the time of completion of the Mergers, which includes the fair market value of share consideration issued. The fair market value of shares was determined based on a volume-weighted average price of $30.95 per CSRA share on November 30, 2015, the first day of CSRA’s regular-way trading on the NYSE. The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed based on the assumptions described above and the financial statement information of SRA as of September 30, 2015 is as follows: Estimated total purchase consideration $ 2,283,041 Preliminary allocation: Cash, accounts receivable and other current assets $ 312,227 PPE and other long term assets 27,569 Intangibles - customer relationships, backlog and other intangibles assets 892,600 Accounts payable and other current liabilities (225,186 ) Other long term liabilities (24,100 ) Deferred tax liabilities (261,144 ) Total identified net assets acquired 721,966 Goodwill 1,561,075 Estimated total purchase consideration $ 2,283,041 The following unaudited pro forma financial information presents results as if the Spin-Off, Mergers and the related financing described below occurred on March 29, 2014. The historical consolidated financial information of Computer Sciences GS and SRA has been adjusted in the pro forma information to give effect to the events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The unaudited pro forma results do not reflect future events that have occurred or may occur after the transactions, including but not limited to, the impact of any actual or anticipated synergies expected to result from the Mergers. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date, nor is it necessarily an indication of future operating results. Three Months Ended October 2, 2015 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Three Months Ended October 2, 2015 Effect of Spin-Off (a) Pro-Forma for Spin-Off Only Historical SRA Three Months Ended September 30, 2015 Effect of Mergers (b) Pro Forma for Spin-Off and Mergers Revenue $ 969,053 $ — $ 969,053 $ 351,006 $ — $ 1,320,059 Income from continuing operations attributable to Parent $ 47,889 $ 48,951 $ 96,840 $ (3,942 ) $ 10,579 $ 103,477 (a) Income from continuing operations attributable to Parent effected for the Spin-Off excludes $41,508 of non-recurring costs incurred to give effect to the separation of the Computer Sciences GS Business from CSC and the subsequent merger with SRA. (b) Income from continuing operations effected for the Mergers excludes $7,350 of non-recurring costs incurred to give effect to the merger of SRA and the CSRA. Six Months Ended October 2, 2015 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Six Months Ended October 2, 2015 Effect of Spin-Off (a) Pro Forma for Spin-Off Only Historical SRA Six Months Ended September 30, 2015 Effect of Mergers (b) Pro Forma for Spin-Off and Mergers Revenue $ 1,927,985 $ — $ 1,927,985 $ 709,879 $ — $ 2,637,864 Income from continuing operations attributable to Parent $ 110,566 $ 63,394 $ 173,960 $ (3,026 ) $ 20,135 $ 191,069 (a) Income from continuing operations attributable to Parent effected for the Spin-Off excludes $56,285 of non-recurring costs incurred to give effect to the separation of the Computer Sciences GS Business from CSC and the subsequent merger with SRA. (b) Income from continuing operations effected for the Mergers excludes $7,350 of non-recurring costs incurred to give effect to the merger of SRA and the CSRA. Three Months Ended October 3, 2014 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Three Months Ended October 3, 2014 Effect of Spin-Off Pro-Forma for Spin-Off Only Historical SRA Three Months Ended December 31, 2014 Effect of Mergers Pro Forma for Spin-Off and Mergers Revenue $ 1,036,288 $ — $ 1,036,288 $ 342,018 $ — $ 1,378,306 Income from continuing operations attributable to Parent $ 73,605 $ 3,915 $ 77,520 $ (6,043 ) $ (1,950 ) $ 69,527 Six Months Ended October 3, 2014 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Six Months Ended October 3, 2014 Effect of Spin-Off Pro-Forma for Spin-Off Only Historical SRA Six Months Ended December 31, 2014 Effect of Mergers Pro Forma for Spin-Off and Mergers Revenue $ 2,069,595 $ — $ 2,069,595 $ 680,632 $ — $ 2,750,227 Income from continuing operations attributable to Parent $ 140,323 $ 5,468 $ 145,791 $ (10,201 ) $ (1,456 ) $ 134,134 Material Agreements CSRA has entered into a Registration Rights Agreement, a Master Separation and Distribution Agreement, a Non-U.S. Agency Agreement, and a Nomination Agreement with CSC to give effect to the Spin-Off and Merger. Management does not believe these agreements will have a material effect on the financial statements. Additionally, CSRA has entered into the following agreements, which management expects to have a material impact on the financial statement going forward. Financing Arrangements On November 27, 2015, CSRA entered into a five -year senior secured revolving credit facility (the “Revolving Credit Facility”) with initial borrowing capacity of $700 million , of which, immediately after the consummation of the Mergers on November 30, 2015, $500 million was available and undrawn to provide support for ongoing business activities. CSRA also entered into (1) a three -year senior secured tranche A1 term loan facility in an aggregate principal amount of $600 million , (2) a five -year senior secured tranche A2 term loan facility in an aggregate principal amount of $1.45 billion and (3) a seven -year senior secured term loan B facility in an aggregate principal amount of $750 million . CSRA also entered into an amended Master Accounts Receivable Purchase Agreement (“MARPA”) between CSRA, as Seller, and BTMU, Scotiabank and Mizuho Bank, Ltd., each as a Purchaser (the “Purchasers”). The MARPA establishes a receivables purchase facility (the “MARPA Facility”) that provides for up to $450 million in funding based on the near continuous sales of eligible receivables on a non-credit recourse basis and the satisfaction of certain conditions. The MARPA Facility is a committed facility that has an initial term of two years, subject to extensions agreed to by us and the Purchasers, unless earlier terminated by CSRA. Intellectual Property Matters Agreement In connection with the Spin-Off, CSRA entered into an Intellectual Property Matters Agreement with CSC that governs the respective rights and responsibilities between CSRA and CSC with respect to intellectual property owned or used by each of the companies. Pursuant to the Master Separation and Distribution Agreement and the Intellectual Property Matters Agreement, CSC retained ownership of all proprietary intellectual property owned by CSC at the time of the Spin-Off and used by CSRA (other than intellectual property licensed from third party vendors for use in CSRA’s business and certain restricted intellectual property developed by CSRA that CSC assigned to CSRA). Pursuant to the Intellectual Property Matters Agreement, CSC granted CSRA a perpetual, royalty-free, non-assignable license to certain know-how owned by CSC that the Computer Sciences GS Business used to run its business prior to the Spin-Off. In addition, CSC granted CSRA a perpetual, royalty-free, non-assignable license to certain software products, trademarks and workflow and design methodologies. The licenses granted to CSRA are restricted to use solely in connection with U.S. federal and certain U.S. state and local government customers. In addition, any improvements CSRA makes to such intellectual property or derivative works of such intellectual property that CSRA develops will be assigned to CSC and licensed back to CSRA subject to the same limitations on use. In addition, pursuant to the Intellectual Property Matters Agreement CSRA will pay CSC an annual net maintenance fee of $30 million per year for each of the five years following the Distribution in exchange for maintenance services including the right to updates, patches and new versions of certain products that are made generally available to CSC customers during that period that relate to the software products and workflow and design methodologies that are covered by the license. In addition, CSRA will pay CSC additional maintenance fees if CSRA’s total consolidated revenue exceeds $7.0 billion in any fiscal year during the initial five year term or if CSRA’s revenue from cloud computing solutions exceeds $600 million in any fiscal year during the initial five year term. Additional maintenance fees will consist of 0.5% of total consolidated revenues in excess of $7.0 billion in any such fiscal year and 5% of revenues from cloud computing solutions in excess of $600 million in any such fiscal year. CSRA may elect to extend the maintenance term for up to one additional period of five years. Any fees applicable during such extension period will be agreed in advance between CSRA and CSC prior to such time. Under U.S. federal government cost accounting rules, it is possible that a portion of the annual maintenance fee CSRA will pay to CSC may not be an allowable and/or allocable cost. Pursuant to the Intellectual Property Matters Agreement, CSRA will grant CSC a non-exclusive, perpetual, royalty-free, fully paid-up, non-assignable license to any intellectual property acquired or developed by CSRA within six months following the Spin-Off, including all intellectual property rights of SRA for CSC’s use, which license shall be limited to use outside CSRA’s field of U.S. federal and certain state and local government customers during the first five years following the Distribution. Tax Matters Agreement In connection with the Spin-Off, CSRA entered into a Tax Matters Agreement with CSC that governs the respective rights, responsibilities and obligations of CSC and us with respect to all tax matters and includes restrictions designed to preserve the tax-free status of the Distribution. As a former subsidiary of CSC, CSRA continues to have several liability to the IRS for the full amount of the consolidated U.S. federal income taxes of the CSC consolidated group relating to the taxable periods in which CSRA is part of that group. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the Spin-Off is not tax- free. The Tax Matters Agreement provides for certain covenants that may restrict CSRA’s ability to pursue strategic or other transactions that otherwise could maximize the value of CSRA and may discourage or delay a change of control that may be considered favorable. Real Estate Matters Agreement In connection with the Spin-Off, CSRA entered into a Real Estate Matters Agreement with CSC that governs the respective rights and responsibilities between CSRA and CSC following the Spin-Off with respect to real property used by CSRA but not owned or leased directly from a third party, including the allocation of space within shared facilities and the allocation of standalone facilities between CSRA and CSC. Pursuant to the Real Estate Matters Agreement, CSC transferred to CSRA ownership of certain real property in Daleville, Alabama and in Falls Church, Virginia and CSRA entered into lease or sublease agreements with CSC for space in shared facilities in Falls Church, Virginia, El Segundo, California, Sterling, Virginia and Hanover, Maryland and assumed over 90 lease obligations from CSC. PBGC Agreement In connection with the Spin-Off and the Merger, CSRA became the contributing sponsor and administrator of the Computer Sciences Corporation Employee Pension Plan, which was renamed the CSRA Inc. Employee Pension Plan (the “Plan”). Prior to the Spin-Off, the Pension Benefit Guaranty Corporation (the “PBGC”) opened an investigation into the effect of the Spin-Off and Mergers on the Plan under the PBGC’s early warning program. On November 25, 2015, CSC and CSRA entered into an agreement (the “PBGC Agreement”) with the PBGC. A copy of the PBGC Agreement is attached as Exhibit 99.1 to this Current Report on Form 10-Q and the following description of the material terms of the PBGC Agreement is qualified in its entirety by the full text of the PBGC Agreement. Under the PBGC Agreement, the PBGC has agreed to close its investigation and CSRA has agreed to contribute to the Plan: (a) $50 million on or before August 31, 2018 (the “First Additional Contingent Payment”), and (b) $50 million on or before the last day of CSRA’s fiscal year 2019 (the “Second Additional Contingent Payment” and collectively with the First Additional Contingent Payment, the “Contingent Payments”), in addition to any other contributions required by law, unless certain conditions are met as described below. CSRA will not be required to contribute the First Additional Contingent Payment if: (a) prior to or as of the last day of CSRA’s 2018 fiscal year, CSRA’s consolidated total net leverage ratio as defined in the PBGC Agreement is 2.75 to 1 or lower; or (b) at any time prior to August 31, 2018, CSRA has met any two of the following three requirements: i. a corporate credit rating higher than BB+ from Standards and Poor’s Ratings Services, Inc., or ii. a corporate family rating higher than Ba1 from Moody’s Investor Services, Inc. or iii. a corporate credit rating higher than BB+ from Fitch Ratings, Inc. CSRA will not be required to contribute the Second Additional Contingent Payment if prior to the last day of CSRA’s 2019 fiscal year, CSRA has permanently repaid certain amounts of its indebtedness on the terms set out in the PBGC Agreement. In the event of certain defaults as set forth in the PBGC Agreement, CSRA’s obligation to make the Contingent Payments becomes fixed and the exceptions described above will no longer apply. CSRA will not be required to contribute any remaining unpaid Contingent Payment if on the last day of calendar years 2017 or 2018, or the last day of CSRA’s 2017, 2018 or 2019 fiscal years, the Plan’s funded status as defined in the PBGC Agreement is equal to or is greater than 80% as calculated by the Plan’s actuary. Other Events On November 30, 2015, CSRA announced that its board of directors (the “Board”) had declared a quarterly cash dividend of $0.10 per share. The first quarterly dividend will be paid on January 26, 2016 to CSRA stockholders of record at the close of business on January 5, 2016. The Board also authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which CSRA may, from time to time, purchase shares of its common stock for an aggregate purchase price not to exceed $400 million . The share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or otherwise. The Share Repurchase Program does not obligate CSRA to purchase any shares, and expires on March 31, 2019. The authorization for the Share Repurchase Program may be terminated, increased or decreased by the Board in its discretion at any time. * * * * * |
Basis of Presentation and Rec21
Basis of Presentation and Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Oct. 02, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The interim period unaudited Combined Condensed Financial Statements included herein, as of October 2, 2015 and for the three and six months ended October 2, 2015 and October 3, 2014, have been derived from the interim unaudited consolidated condensed financial statements and accounting records of CSC as if the Computer Sciences GS Business operated on a standalone basis during the periods presented and were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited Combined Condensed Financial Statements as of and for the three and six months ended October 2, 2015 and October 3, 2014 should be read in conjunction with the audited Combined Financial Statements and the combined notes included in the Information Statement attached as Exhibit 99.1 to the Form 10 filed on November 6, 2015 (the “Form 10 Information Statement”). In the opinion of management, all adjustments considered necessary for fair presentation of the results of the interim period presented have been included. Historically, the Computer Sciences GS Business consisted of the business of CSC’s North American Public Sector segment and did not operate as a separate, standalone entity. The Computer Sciences GS Business operated as part of CSC and its financial position and the related results of operations, cash flows and changes in parent equity have been reported in CSC’s Consolidated Financial Statements. After the Spin-Off, CSC does not have any beneficial ownership of CSRA or the Computer Sciences GS Business and the Computer Sciences GS Business results will not be consolidated in CSC’s financial results. The historical results of operations, financial position, and cash flows of the Computer Sciences GS Business presented in these unaudited Combined Condensed Financial Statements may not be indicative of what they would have been had the Computer Sciences GS Business actually been a separate standalone entity, nor are they necessarily indicative of the Computer Sciences GS Business’s or CSRA’s future results of operations, financial position and cash flows. The unaudited Combined Condensed Financial Statements and notes of the Computer Sciences GS Business include Computer Sciences Government Services Inc., its subsidiaries, and the joint ventures and partnerships over which the Computer Sciences GS Business has a controlling financial interest. The Computer Sciences GS Business uses the equity method to account for investments in business entities that it does not control if it is otherwise able to exert significant influence over the entities’ operating and financial policies. The unaudited Combined Condensed Financial Statements include certain assets and liabilities that are held by CSC that are specifically identifiable or otherwise attributable to the Computer Sciences GS Business. All intercompany transactions and balances within the Computer Sciences GS Business have been eliminated. CSC's cash has not been assigned to the Computer Sciences GS Business for any of the periods presented because those cash balances are not directly attributable to it. The Computer Sciences GS Business reflects transfers of cash to and from CSC's cash management system as a component of Net CSC investment on the unaudited Combined Condensed Balance Sheets. CSC's long-term debt has not been attributed to the Computer Sciences GS Business for any of the periods presented because CSC's borrowings are neither directly attributable to nor is the Computer Sciences GS Business the legal obligor of such borrowings. Transactions between the Computer Sciences GS Business and other businesses of CSC are reflected as related party transactions (Note 2). The unaudited Combined Condensed Financial Statements include all revenues and costs directly attributable to the Computer Sciences GS Business and an allocation of expenses related to certain CSC corporate functions including, but not limited to, senior management, legal, human resources, finance, IT and other shared services. These expenses have been allocated to the Computer Sciences GS Business based on direct usage or benefit where identifiable, with the remainder allocated on a pro rata basis of revenues, headcount, square footage, number of transactions or other measures. The Computer Sciences GS Business considers these allocations to be a reasonable reflection of the utilization of services by, or benefit provided to it. However, the allocations may not be indicative of the actual expense that would have been incurred had the Computer Sciences GS Business operated as an independent, standalone entity for the periods presented. CSC maintains various benefit and stock-based compensation plans at a corporate level and other benefit plans at a subsidiary level. The employees of the Computer Sciences GS Business participate in those programs and a portion of the cost of those plans is included in the unaudited Combined Condensed Financial Statements. However, the unaudited Combined Condensed Balance Sheets do not include any net benefit plan obligations unless the benefit plan covers only the Computer Sciences GS Business's active, retired and other former employees or any expense related to stock-based compensation plans. See Notes 8 and 10 to the unaudited Combined Condensed Financial Statements for a further description of the accounting for our benefit plans and stock-based compensation, respectively. The Computer Sciences GS Business reports its results based on a fiscal year convention that comprises four thirteen-week quarters. Every fifth year includes an additional week in the first quarter to prevent the fiscal year from moving from an approximate end of March date. As a result, the first quarter of fiscal 2015 was a fourteen-week quarter. |
New Accounting Pronouncements | During the six months ended October 2, 2015, the Computer Sciences GS Business adopted the following Accounting Standard Update (“ASU”): In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), which changes the requirements for reporting discontinued operations in Subtopic 205-20 “Presentation of Financial Statements - Discontinued Operations.” The ASU changes the definition of discontinued operations by limiting discontinued operations reporting to disposals that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. Under the previous guidance, many disposals, some of which have been routine in nature and not representative of a substantive change in an entity’s strategy, were reported in discontinued operations. ASU 2014-08 requires expanded disclosures for discontinued operations designed to provide users of financial statements with more information about the assets, liabilities, revenues, expenses and cash flows related to discontinued operations. ASU 2014-08 also requires an entity to disclose the pretax profit or loss (or change in net assets for a not-for-profit entity) of an individually significant component of an entity that does not qualify for discontinued operations reporting. The adoption of ASU 2014-08, effective as of April 4, 2015, did not have a material impact on the Computer Sciences GS Business's unaudited Combined Condensed Financial Statements. Standards Issued But Not Yet Effective The following ASUs were recently issued but have not yet been adopted by the Computer Sciences GS Business: In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), “Balance Sheet Classification of Deferred Taxes”. This ASU eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this updated require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 will be effective for the Computer Sciences GS Business in fiscal 2018 and interim reporting periods within that year. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Computer Sciences GS Business is currently evaluating the effect of the adoption of this guidance on the Computer Sciences GS Business’s Combined Condensed Financial Statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), “Simplifying the Accounting for Measurement Period Adjustments” . This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Computer Sciences GS Business believes based on recent acquisitions that the impact that the adoption of ASU 2015-16 is immaterial. ASU 2015-16 will be effective for the Computer Sciences GS Business in FY 2017. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in Accounting Standards Codification (ASC) Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which Computer Sciences GS Business expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable users of Computer Sciences GS Business's financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Computer Sciences GS Business will also be required to disclose information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. Early adoption is not allowed. ASU 2014-09 provides two methods of retrospective application. The first method would require Computer Sciences GS Business to apply ASU 2014-09 to each prior reporting period presented. The second method would require Computer Sciences GS Business to retrospectively apply ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. Computer Sciences GS Business expects that ASU 2014-09 will be effective for Computer Sciences GS Business beginning in fiscal 2019 as a result of ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" which was issued by the FASB in August 2015 and permits a one-year delay of the original effective date. The Computer Sciences GS Business is currently evaluating the impact that the adoption of ASUs 2014-09 and 2015-14 may have on Computer Sciences GS Business’s Combined Condensed Financial Statements. Other recently issued ASUs effective after October 2, 2015 are not expected to have a material effect on Computer Sciences GS Business's unaudited Combined Condensed Financial Statements. |
Basis of Presentation and Rec22
Basis of Presentation and Recent Accounting Pronouncements (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Change in Accounting Estimate | The Computer Science GS Business’s income from continuing operations before taxes and noncontrolling interest included the following adjustments due to changes in estimated profitability on fixed price contracts accounted for under the percentage-of-completion method, for the three and six months ended October 2, 2015 and October 3, 2014: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Gross favorable $ 19,772 $ 34,645 $ 44,423 $ 57,794 Gross unfavorable (1,685 ) (6,387 ) (5,296 ) (8,734 ) Total net adjustments, before taxes and noncontrolling interests $ 18,087 $ 28,258 $ 39,127 $ 49,060 |
Related Party Transactions an23
Related Party Transactions and Corporate Allocations (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | A reconciliation of Net transfers to Parent in the unaudited Combined Condensed Statements of Changes in Parent Equity to the corresponding amount presented on the unaudited Combined Condensed Statements of Cash Flows for all periods presented is as follows: Six Months Ended October 2, 2015 October 3, 2014 Net transfers to Parent per unaudited Combined Condensed Statements of Changes in Parent Equity $ 324,730 $ 174,422 Stock-based compensation 4,109 8,560 Net transfers of property, plant and equipment from (to) Parent 5,060 (2,821 ) Net transfers of internally developed and purchased software from Parent 629 28 Net transfers of capital lease obligations 3,800 — Total Net transfers to Parent per unaudited Combined Condensed Statements of Cash Flows $ 338,328 $ 180,189 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill by segment for the six months ended October 2, 2015: Defense and Intelligence Civil Total Balance as of April 3, 2015 $ 491,397 $ 311,185 $ 802,582 Welkin Divestiture (10,717 ) — (10,717 ) Tenacity Solutions Acquisition Working Capital Adjustment (86 ) — (86 ) Balance as of October 2, 2015 $ 480,594 $ 311,185 $ 791,779 |
Schedule of Amortizing Intangible assets | A summary of amortizable intangible assets is as follows: As of October 2, 2015 Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related intangibles $ 130,150 $ (112,747 ) $ 17,403 Other intangible assets 53,550 (45,088 ) 8,462 Software 120,644 (79,160 ) 41,484 Total intangible assets $ 304,344 $ (236,995 ) $ 67,349 As of April 3, 2015 Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related intangibles $ 130,150 $ (110,449 ) $ 19,701 Other intangible assets 53,550 (39,846 ) 13,704 Software 110,805 (75,544 ) 35,261 Total intangible assets $ 294,505 $ (225,839 ) $ 68,666 Purchased and internally developed software (for both external and internal use), net of accumulated amortization, consisted of the following: As of October 2, 2015 April 3, 2015 Purchased software $ 36,953 $ 30,864 Internally developed software for external use 3,231 2,950 Internally developed software for internal use 1,300 1,447 Total software $ 41,484 $ 35,261 |
Accrued Expenses and Other Cu25
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: As of October 2, 2015 April 3, 2015 Accrued contract costs $ 191,778 $ 212,155 Deferred revenue 147,775 174,022 Accrued expenses 49,817 45,164 Other 8,701 9,265 Total $ 398,071 $ 440,606 |
Pension and Other Postretirem26
Pension and Other Postretirement Benefit Plans (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The net periodic pension benefit for the Computer Sciences GS Business pension plans include the following components: Net periodic pension costs Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Interest cost $ 637 $ 659 $ 1,273 $ 1,317 Expected return on assets (1,064 ) (1,059 ) (2,129 ) (2,118 ) Net periodic pension benefit $ (427 ) $ (400 ) $ (856 ) $ (801 ) The Computer Sciences GS Business provides subsidized healthcare, dental and life insurance benefits for certain U.S. employees and retirees, primarily for individuals employed prior to August 1992. Net periodic postretirement benefit costs Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Service cost $ 3 $ 3 $ 7 $ 6 Interest cost 121 224 242 448 Amortization of prior service (benefit) cost (770 ) 8 (1,543 ) 17 Net periodic (benefit) cost $ (646 ) $ 235 $ (1,294 ) $ 471 |
Schedule of Assumptions Used to Determine Net Periodic Pension Cost | The weighted-averages of the assumptions used to determine net periodic pension cost for the three and six months ended October 2, 2015 and October 3, 2014 are as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Discount or settlement rates 3.9 % 4.6 % 3.9 % 4.6 % Expected long-term rates of return on assets 7.9 % 7.6 % 7.9 % 7.6 % The weighted-averages of the assumptions used to determine net periodic postretirement benefit cost for the three and six months ended October 2, 2015 and October 3, 2014 are as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Discount or settlement rates 3.4 % 4.0 % 3.4 % 4.0 % |
Accumulated Other Comprehensi27
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables show the activity in the components of other comprehensive (loss) income and reclassification adjustments for the three and six months ended October 2, 2015 and October 3, 2014, respectively. There were no tax impacts on the following activity in Accumulated other comprehensive loss: For the Three Months Ended October 2, 2015 Foreign currency translation adjustments $ (535 ) Amortization of prior service credit (770 ) Total other comprehensive loss $ (1,305 ) For the Three Months Ended October 3, 2014 Foreign currency translation adjustments $ (737 ) Amortization of prior service cost 8 Total other comprehensive loss $ (729 ) For the Six Months Ended October 2, 2015 Foreign currency translation adjustments $ (456 ) Amortization of prior service credit (1,543 ) Total other comprehensive loss $ (1,999 ) For the Six Months Ended October 3, 2014 Foreign currency translation adjustments $ (309 ) Amortization of prior service cost 17 Total other comprehensive loss $ (292 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following tables show the changes in Accumulated other comprehensive loss for the six months ended October 2, 2015 and October 3, 2014, respectively: Foreign Currency Translation Adjustments Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Loss Balance as of April 3, 2015 $ (2,277 ) $ 1,872 $ (405 ) Current-period other comprehensive income (456 ) — (456 ) Amounts reclassified from accumulated other comprehensive income, net of noncontrolling interests — (1,548 ) (1,548 ) Balance as of October 2, 2015 $ (2,733 ) $ 324 $ (2,409 ) Foreign Currency Translation Adjustments Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Loss Balance as of March 28, 2014 $ (608 ) $ (135 ) $ (743 ) Current-period other comprehensive income (309 ) — (309 ) Amounts reclassified from accumulated other comprehensive income, net of noncontrolling interests — 13 13 Balance as of October 3, 2014 $ (917 ) $ (122 ) $ (1,039 ) |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | For the three and six months ended October 2, 2015 and October 3, 2014, the Computer Sciences GS Business recognized stock-based compensation expense as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Cost of services $ 2,120 $ 1,333 $ 752 $ 3,655 Selling, general and administrative expenses 2,788 2,523 3,357 4,905 Total $ 4,908 $ 3,856 $ 4,109 $ 8,560 Total, net of tax $ 2,982 $ 2,343 $ 2,497 $ 5,201 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In calculating the compensation expense for its stock incentive plans, the following weighted-average assumptions were used: Six Months Ended October 2, 2015 October 3, 2014 Risk-free interest rate 1.77 % 2.03 % Expected volatility 31.72 % 33.09 % Expected term (in years) 6.04 5.99 Dividend yield 1.39 % 1.50 % |
Disclosure of share based compensation arrangements by share based payment award | The standard vesting schedule for stock options is one-third of the total stock option award on each of the first three anniversaries of the grant date. Stock options are generally exercisable for a term of ten years from the grant date. Information concerning stock options granted under the stock incentive plans is as follows: Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at April 3, 2015 806,761 $ 47.18 6.13 $ 14,682 Granted 175,680 68.43 Net transfers* (10,412 ) 49.64 Exercised (75,126 ) 41.19 Canceled/Forfeited (17,063 ) 60.63 Expired (2,827 ) 53.62 Outstanding as of October 2, 2015 877,013 51.63 6.42 10,477 Vested and expected to vest in the future as of October 2, 2015 845,288 51.15 6.55 10,414 Exercisable as of October 2, 2015 521,259 45.19 5.12 8,974 *Represents option activity associated with employees who transferred between CSC and the Computer Sciences GS Business. Information concerning RSUs granted under stock incentive plans is as follows: Number of Option Shares Weighted Average Fair Value Outstanding as of April 3, 2015 289,508 $ 46.99 Granted 84,150 67.48 Net transfers* (191 ) 52.24 Released/Issued (39,974 ) 39.72 Canceled/Forfeited (22,350 ) 47.06 Outstanding as of October 2, 2015 311,143 53.53 *Represents award activity associated with employees who transferred between CSC and the Computer Sciences GS Business. |
Segment and Geographic Inform29
Segment and Geographic Information (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Segment Reporting [Abstract] | |
Operating Results by Reportable Segment | The following table summarizes operating results by reportable segment: Defense and Intelligence Civil Total Segment Corporate Total As of October 2, 2015 Total Assets $ 1,160,640 $ 752,569 $ 1,913,209 $ 247 $ 1,913,456 Three Months Ended October 2, 2015 Revenues $ 499,558 $ 469,495 $ 969,053 $ — $ 969,053 Operating Income (loss) 70,490 76,760 147,250 (66 ) 147,184 Depreciation and Amortization Expense 23,028 11,686 34,714 — 34,714 Six Months Ended October 2, 2015 Revenues $ 1,006,149 $ 921,836 $ 1,927,985 $ — $ 1,927,985 Operating Income (loss) 134,427 138,041 272,468 (58 ) 272,410 Depreciation and Amortization Expense 45,335 22,331 67,666 — 67,666 As of April 3, 2015 Total Assets $ 1,330,761 $ 830,413 $ 2,161,174 $ 108 $ 2,161,282 Three Months Ended October 3, 2014 Revenues $ 528,670 $ 507,618 $ 1,036,288 $ — $ 1,036,288 Operating Income (loss) 62,109 84,941 147,050 (37 ) 147,013 Depreciation and Amortization Expense 25,012 10,637 35,649 — 35,649 Six Months Ended October 3, 2014 Revenues $ 1,088,113 $ 981,482 $ 2,069,595 $ — $ 2,069,595 Operating Income (loss) 122,480 159,914 282,394 (120 ) 282,274 Depreciation and Amortization Expense 49,421 21,626 71,047 — 71,047 |
Reconciliation of Consolidated Operating Income to Income Before Taxes | A reconciliation of combined operating income to income from continuing operations before taxes is as follows: Three Months Ended Six Months Ended October 2, 2015 October 3, 2014 October 2, 2015 October 3, 2014 Operating income $ 147,184 $ 147,013 $ 272,410 $ 282,274 Corporate G&A (13,830 ) (14,554 ) (28,764 ) (30,324 ) Separation and merger costs (41,508 ) — (56,285 ) — Interest expense, net (5,472 ) (5,509 ) (10,953 ) (11,209 ) Other income (expense), net 1,758 (906 ) 21,085 (2,365 ) Income from continuing operations before taxes $ 88,132 $ 126,044 $ 197,493 $ 238,376 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Expiration of financial guarantees | The following table summarizes the expiration of the Computer Sciences GS Business’s financial guarantees and stand-by letters of credit outstanding as of October 2, 2015: Fiscal 2016 Fiscal 2017 Fiscal 2018 and Thereafter Total Stand-by letters of credit $ 76 $ 37,000 $ — $ 37,076 Surety bonds 13,652 — — 13,652 Total $ 13,728 $ 37,000 $ — $ 50,728 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Oct. 02, 2015 | |
Subsequent Events [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed based on the assumptions described above and the financial statement information of SRA as of September 30, 2015 is as follows: Estimated total purchase consideration $ 2,283,041 Preliminary allocation: Cash, accounts receivable and other current assets $ 312,227 PPE and other long term assets 27,569 Intangibles - customer relationships, backlog and other intangibles assets 892,600 Accounts payable and other current liabilities (225,186 ) Other long term liabilities (24,100 ) Deferred tax liabilities (261,144 ) Total identified net assets acquired 721,966 Goodwill 1,561,075 Estimated total purchase consideration $ 2,283,041 The following unaudited pro forma financial information presents results as if the Spin-Off, Mergers and the related financing described below occurred on March 29, 2014. The historical consolidated financial information of Computer Sciences GS and SRA has been adjusted in the pro forma information to give effect to the events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The unaudited pro forma results do not reflect future events that have occurred or may occur after the transactions, including but not limited to, the impact of any actual or anticipated synergies expected to result from the Mergers. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date, nor is it necessarily an indication of future operating results. Three Months Ended October 2, 2015 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Three Months Ended October 2, 2015 Effect of Spin-Off (a) Pro-Forma for Spin-Off Only Historical SRA Three Months Ended September 30, 2015 Effect of Mergers (b) Pro Forma for Spin-Off and Mergers Revenue $ 969,053 $ — $ 969,053 $ 351,006 $ — $ 1,320,059 Income from continuing operations attributable to Parent $ 47,889 $ 48,951 $ 96,840 $ (3,942 ) $ 10,579 $ 103,477 (a) Income from continuing operations attributable to Parent effected for the Spin-Off excludes $41,508 of non-recurring costs incurred to give effect to the separation of the Computer Sciences GS Business from CSC and the subsequent merger with SRA. (b) Income from continuing operations effected for the Mergers excludes $7,350 of non-recurring costs incurred to give effect to the merger of SRA and the CSRA. Six Months Ended October 2, 2015 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Six Months Ended October 2, 2015 Effect of Spin-Off (a) Pro Forma for Spin-Off Only Historical SRA Six Months Ended September 30, 2015 Effect of Mergers (b) Pro Forma for Spin-Off and Mergers Revenue $ 1,927,985 $ — $ 1,927,985 $ 709,879 $ — $ 2,637,864 Income from continuing operations attributable to Parent $ 110,566 $ 63,394 $ 173,960 $ (3,026 ) $ 20,135 $ 191,069 (a) Income from continuing operations attributable to Parent effected for the Spin-Off excludes $56,285 of non-recurring costs incurred to give effect to the separation of the Computer Sciences GS Business from CSC and the subsequent merger with SRA. (b) Income from continuing operations effected for the Mergers excludes $7,350 of non-recurring costs incurred to give effect to the merger of SRA and the CSRA. Three Months Ended October 3, 2014 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Three Months Ended October 3, 2014 Effect of Spin-Off Pro-Forma for Spin-Off Only Historical SRA Three Months Ended December 31, 2014 Effect of Mergers Pro Forma for Spin-Off and Mergers Revenue $ 1,036,288 $ — $ 1,036,288 $ 342,018 $ — $ 1,378,306 Income from continuing operations attributable to Parent $ 73,605 $ 3,915 $ 77,520 $ (6,043 ) $ (1,950 ) $ 69,527 Six Months Ended October 3, 2014 (Amounts in thousands, except per share data and number of shares) Historical Computer Sciences GS Six Months Ended October 3, 2014 Effect of Spin-Off Pro-Forma for Spin-Off Only Historical SRA Six Months Ended December 31, 2014 Effect of Mergers Pro Forma for Spin-Off and Mergers Revenue $ 2,069,595 $ — $ 2,069,595 $ 680,632 $ — $ 2,750,227 Income from continuing operations attributable to Parent $ 140,323 $ 5,468 $ 145,791 $ (10,201 ) $ (1,456 ) $ 134,134 |
Basis of Presentation and Rec32
Basis of Presentation and Recent Accounting Pronouncements (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2015USD ($) | Nov. 27, 2015$ / shares | Oct. 02, 2015USD ($) | Oct. 03, 2014USD ($) | Oct. 02, 2015USD ($)reportable_segment | Oct. 03, 2014USD ($) | Sep. 27, 2013USD ($) | Apr. 03, 2015USD ($) |
Entity Information [Line Items] | ||||||||
Number of segments | reportable_segment | 2 | |||||||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ||||||||
Gross favorable | $ 19,772 | $ 34,645 | $ 44,423 | $ 57,794 | ||||
Gross unfavorable | (1,685) | (6,387) | (5,296) | (8,734) | ||||
Total net adjustments, before taxes and noncontrolling interests | 18,087 | 28,258 | 39,127 | $ 49,060 | ||||
Unbilled contracts receivable | 10,770 | 10,770 | $ 12,222 | |||||
Depreciation | $ 29,114 | $ 29,242 | $ 56,737 | $ 58,528 | ||||
Subsequent Event | ||||||||
Entity Information [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ / shares | $ 8.25 | |||||||
Merger With SRA International | Subsequent Event | ||||||||
Entity Information [Line Items] | ||||||||
Payments for acquisition | $ 390,000 | |||||||
Aggregate percent of shares provided as consideration | 15.32% | |||||||
Computer Sciences Corporation and Computer Sciences GS Business | Subsequent Event | ||||||||
Entity Information [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ / shares | 10.50 | |||||||
Computer Sciences Corporation | Subsequent Event | ||||||||
Entity Information [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ / shares | $ 2.25 |
Related Party Transactions an33
Related Party Transactions and Corporate Allocations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Computer Sciences Corporation | Affiliated Entity | Allocated Expenses | ||||
Related Party Transaction [Line Items] | ||||
Allocated expenses | $ 48,032 | $ 54,966 | $ 104,669 | $ 115,212 |
Related Party Transactions an34
Related Party Transactions and Corporate Allocations Net Transfers to Parent (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Related Party Transaction [Line Items] | ||||
Net transfers to Parent per Combined Statements of Changes in Parent Equity | $ 324,730 | $ 174,422 | ||
Stock-based compensation | $ 4,908 | $ 3,856 | 4,109 | 8,560 |
Total Net transfers to Parent per Combined Statements of Cash Flows | (338,328) | (180,189) | ||
Computer Sciences Corporation | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net transfers to Parent per Combined Statements of Changes in Parent Equity | 324,730 | 174,422 | ||
Stock-based compensation | 4,109 | 8,560 | ||
Net transfers of property, plant and equipment from (to) Parent | 5,060 | (2,821) | ||
Net transfers of internally developed and purchased software from (to) Parent | 629 | 28 | ||
Net transfers of capital lease obligations | 3,800 | 0 | ||
Total Net transfers to Parent per Combined Statements of Cash Flows | $ 338,328 | $ 180,189 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisition (Details) - USD ($) $ in Thousands | Jul. 31, 2014 | Oct. 02, 2015 | Apr. 03, 2015 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 791,779 | $ 802,582 | |
Defense and Intelligence | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 480,594 | $ 491,397 | |
Tenacity Solutions | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Payments for acquisition | $ 35,429 | ||
Current assets acquired | 3,876 | ||
Intangibles - customer relationships, backlog and other intangibles assets | 9,400 | ||
Current liabilities | 8,447 | ||
Goodwill | $ 30,600 | ||
Tenacity Solutions | Customer Relationships and Government Programs | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Amortization period for intangible assets acquired (in years) | 15 years |
Acquisitions and Divestitures36
Acquisitions and Divestitures - Divestitures (Details) - USD ($) $ in Thousands | Apr. 27, 2015 | Oct. 02, 2015 | Oct. 03, 2014 | Jul. 04, 2014 | Oct. 02, 2015 | Oct. 03, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of business | $ 34,000 | $ 3,000 | ||||
Loss from discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ 1,423 | ||
Welkin Associates Limited | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of business | $ 34,000 | |||||
Net assets divested | 13,788 | |||||
Goodwill divested | 10,717 | |||||
Transaction costs | 1,748 | |||||
Welkin Associates Limited | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Other Income | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on divestiture of business | $ 18,464 | |||||
Applied Technology Division | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss from discontinued operations, net of tax | $ 1,423 | |||||
Loss from discontinued operations, resolution of contingencies | 513 | |||||
Loss from discontinued operations, working capital adjustment | $ 910 |
Sale of Receivables (Details)
Sale of Receivables (Details) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Oct. 02, 2015USD ($) | Oct. 02, 2015USD ($) | Oct. 02, 2015USD ($) | |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Net proceeds from sale of receivables | $ 9,066,000 | $ 176,149,000 | |
Other (Income) Expense | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Purchase discount and administrative fees | 513,000 | 884,000 | |
The Bank of Tokyo-Mitsubishi UFJ, Ltd, The Bank of Nova Scotia, and Mizuho Bank, Ltd. | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Receivables sold | 618,553,000 | 1,332,568,000 | |
Cash remitted for collections | 608,974,000 | 1,156,535,000 | |
Cash collected from sale of receivables but not remitted | 7,408,000 | $ 7,408,000 | 7,408,000 |
The Bank of Tokyo-Mitsubishi UFJ, Ltd, The Bank of Nova Scotia, and Mizuho Bank, Ltd. | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Term of receivables purchase facility commitment | 2 years | ||
Receivables purchase facility commitment amount | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Oct. 02, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 802,582 |
Welkin Divestiture | (10,717) |
Tenacity Solutions Acquisition Working Capital Adjustment | (86) |
Ending balance | 791,779 |
Defense and Intelligence | |
Goodwill [Roll Forward] | |
Beginning balance | 491,397 |
Welkin Divestiture | (10,717) |
Tenacity Solutions Acquisition Working Capital Adjustment | (86) |
Ending balance | 480,594 |
Civil | |
Goodwill [Roll Forward] | |
Beginning balance | 311,185 |
Welkin Divestiture | 0 |
Tenacity Solutions Acquisition Working Capital Adjustment | 0 |
Ending balance | $ 311,185 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | Apr. 03, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | $ 304,344 | $ 304,344 | $ 294,505 | ||
Accumulated Amortization | (236,995) | (236,995) | (225,839) | ||
Net Carrying Value | 67,349 | 67,349 | 68,666 | ||
Amortization of intangible assets | 7,890 | $ 8,879 | 15,509 | $ 17,463 | |
Amortization of intangible assets included as COGS | 4,580 | 4,944 | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
2016 (remainder) | 15,087 | 15,087 | |||
2,017 | 18,840 | 18,840 | |||
2,018 | 11,780 | 11,780 | |||
2,019 | 7,919 | 7,919 | |||
2,020 | 5,328 | 5,328 | |||
Customer-related intangibles | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | 130,150 | 130,150 | 130,150 | ||
Accumulated Amortization | (112,747) | (112,747) | (110,449) | ||
Net Carrying Value | 17,403 | 17,403 | 19,701 | ||
Amortization of intangible assets included as COGS | 2,290 | 2,472 | 4,580 | 4,944 | |
Other intangible assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | 53,550 | 53,550 | 53,550 | ||
Accumulated Amortization | (45,088) | (45,088) | (39,846) | ||
Net Carrying Value | 8,462 | 8,462 | 13,704 | ||
Software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | 120,644 | 120,644 | 110,805 | ||
Accumulated Amortization | (79,160) | (79,160) | (75,544) | ||
Net Carrying Value | 41,484 | 41,484 | 35,261 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
2016 (remainder) | 8,307 | 8,307 | |||
2,017 | 13,142 | 13,142 | |||
2,018 | 9,438 | 9,438 | |||
2,019 | 5,870 | 5,870 | |||
2,020 | 3,668 | 3,668 | |||
Purchased software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net Carrying Value | 36,953 | 36,953 | 30,864 | ||
Amortization of intangible assets | 3,607 | 3,784 | 7,074 | 7,367 | |
Internally developed software for external use | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net Carrying Value | 3,231 | 3,231 | 2,950 | ||
Amortization of intangible assets | 449 | 619 | 749 | 1,237 | |
Internally developed software for internal use | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Net Carrying Value | 1,300 | 1,300 | $ 1,447 | ||
Amortization of intangible assets | $ 73 | $ 73 | $ 147 | $ 147 |
Accrued Expenses and Other Cu40
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Oct. 02, 2015 | Apr. 03, 2015 |
Payables and Accruals [Abstract] | ||
Accrued contract costs | $ 191,778 | $ 212,155 |
Deferred revenue | 147,775 | 174,022 |
Accrued expenses | 49,817 | 45,164 |
Other | 8,701 | 9,265 |
Accrued expenses and other current liabilities | $ 398,071 | $ 440,606 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as a percent) | 40.20% | 37.70% | 39.40% | 37.30% |
Pension and Other Postretirem42
Pension and Other Postretirement Benefit Plans - Defined Benefit Plans (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Interest cost | $ 637 | $ 659 | $ 1,273 | $ 1,317 |
Expected return on assets | (1,064) | (1,059) | (2,129) | (2,118) |
Net periodic pension benefit | $ (427) | $ (400) | $ (856) | $ (801) |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||
Discount or settlement rates | 3.90% | 4.60% | 3.90% | 4.60% |
Expected long-term rates of return on assets | 7.90% | 7.60% | 7.90% | 7.60% |
Estimated future employer contributions for remainder of fiscal year | $ 6 |
Pension and Other Postretirem43
Pension and Other Postretirement Benefit Plans - Other Postretirement Benefit (Details) - Postretirement Health Coverage - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Service cost | $ 3 | $ 3 | $ 7 | $ 6 |
Interest cost | 121 | 224 | 242 | 448 |
Amortization of prior service (benefit) cost | (770) | 8 | (1,543) | 17 |
Net periodic pension benefit | $ (646) | $ 235 | $ (1,294) | $ 471 |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||
Discount or settlement rates | 3.40% | 4.00% | 3.40% | 4.00% |
Contributions by employer | $ 295 | $ 520 | ||
Estimated future employer contributions for remainder of fiscal year | $ 712 |
Pension and Other Postretirem44
Pension and Other Postretirement Benefit Plans - Multi-employer Plans (Details) - Multiemployer Plans, Postretirement Benefit - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Oct. 02, 2015 | Oct. 02, 2015 | |
Multiemployer Plans [Line Items] | ||
Multiemployer plan, share of service cost incurred | $ 34 | $ 68 |
Multiemployer plan, period contributions | $ 32 | 51 |
Multiemployer plan, estimated contributions for remainder of fiscal year | $ 37 |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Before Tax Income (Loss) [Abstract] | ||||
Total other comprehensive income (loss), before tax amount | $ (1,305) | $ (729) | $ (1,999) | $ (292) |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | (405) | (743) | ||
Current-period other comprehensive income (loss), net of taxes | (456) | (309) | ||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes and noncontrolling interests | (1,548) | 13 | ||
Balance at end of period | (2,409) | (1,039) | (2,409) | (1,039) |
Foreign Currency Translation Adjustments | ||||
Before Tax Income (Loss) [Abstract] | ||||
Foreign currency translation adjustments, before tax amount | (535) | (737) | (456) | (309) |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | (2,277) | (608) | ||
Current-period other comprehensive income (loss), net of taxes | (456) | (309) | ||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes and noncontrolling interests | 0 | 0 | ||
Balance at end of period | (2,733) | (917) | (2,733) | (917) |
Accumulated Defined Benefit Plans Adjustment | ||||
Before Tax Income (Loss) [Abstract] | ||||
Amortization of prior service (credit) / cost, before tax amount | (770) | 8 | (1,543) | 17 |
Pension and Other Postretirement Benefit Plans | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | 1,872 | (135) | ||
Current-period other comprehensive income (loss), net of taxes | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes and noncontrolling interests | (1,548) | 13 | ||
Balance at end of period | $ 324 | $ (122) | $ 324 | $ (122) |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015USD ($)shares | Oct. 03, 2014USD ($) | Oct. 02, 2015USD ($)plan$ / sharesshares | Oct. 03, 2014USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 4,908 | $ 3,856 | $ 4,109 | $ 8,560 |
Intrinsic value of options exercised | 1,896 | 7,346 | ||
Cash received from stock option exercised | 3,095 | $ 18,662 | ||
Unrecognized stock-based compensation costs | 4,939 | $ 4,939 | ||
Unrecognized stock-based compensation costs, weighted average period for recognition (in years) | 2 years 1 month 17 days | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 19.59 | $ 18.15 | ||
Tax benefit realized from stock option exercises | $ 1,805 | $ 3,760 | ||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation costs | 8,877 | $ 8,877 | ||
Unrecognized stock-based compensation costs, weighted average period for recognition (in years) | 2 years 22 days | |||
Estimated Rate of Forfeitures For Stock Based Compensation Plans | Employee Severance | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 1,052 | |||
CSC Corporate and Non-Employee Director Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,389 | $ 2,351 | $ 2,984 | $ 4,428 |
Computer Sciences Corporation | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock incentive plans | plan | 2 | |||
Number of common shares available for grant at period end | shares | 13,516,470 | 13,516,470 |
Stock Incentive Plans - Share-B
Stock Incentive Plans - Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 4,908 | $ 3,856 | $ 4,109 | $ 8,560 |
Stock-based compensation, net of tax | 2,982 | 2,343 | 2,497 | 5,201 |
Cost of services | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 2,120 | 1,333 | 752 | 3,655 |
Selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 2,788 | $ 2,523 | $ 3,357 | $ 4,905 |
Stock Incentive Plans - Assumpt
Stock Incentive Plans - Assumptions Used To Determine Fair Value of Stock Option (Details) - Employee Stock Option | 6 Months Ended | |
Oct. 02, 2015 | Oct. 03, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.77% | 2.03% |
Expected volatility | 31.72% | 33.09% |
Expected term (in years) | 6 years 15 days | 5 years 11 months 27 days |
Dividend yield | 1.39% | 1.50% |
Stock Incentive Plans - Informa
Stock Incentive Plans - Information Concerning Share Based Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Oct. 02, 2015 | Apr. 03, 2015 | |
Employee Stock Option | ||
Number of Option Shares | ||
Outstanding beginning of period (in shares) | 806,761 | |
Granted (in shares) | 175,680 | |
Net transfers (in shares) | (10,412) | |
Exercised (in shares) | (75,126) | |
Canceled/Forfeited (in shares) | (17,063) | |
Expired (in shares) | (2,827) | |
Outstanding end of period (in shares) | 877,013 | 806,761 |
Vested and expected to vest [Abstract] | ||
Vested and expected to vest in the future as of period end (in shares) | 845,288 | |
Exercisable as of period end (in shares) | 521,259 | |
Weighted Average Exercise Price | ||
Weighted average exercise price -beginning of period (in dollars per share) | $ 47.18 | |
Weighted average exercise price - granted (in dollars per share) | 68.43 | |
Weighted average exercise price - transferred (in dollars per share) | 49.64 | |
Weighted average exercise price - exercised (in dollars per share) | 41.19 | |
Weighted average exercise price - canceled/forfeited (in dollars per share) | 60.63 | |
Weighted average exercise price - expired (in dollars per share) | 53.62 | |
Weighted average exercise price - end of period (in dollars per share) | 51.63 | $ 47.18 |
Weighted average exercise price vested and expected to vest as of period end (in dollars per share) | 51.15 | |
Weighted average exercise price exercisable as of period end (in dollars per share) | $ 45.19 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life (in years) | 6 years 5 months 1 day | 6 years 1 month 17 days |
Weighted average remaining contractual life vested and expected to vest in the future as of period end (in years) | 6 years 6 months 18 days | |
Weighted average remaining contractual life exercisable as of period end (in years) | 5 years 1 month 13 days | |
Aggregate intrinsic value | $ 10,477 | $ 14,682 |
Aggregate intrinsic value vested and expected to vest in the future as of period end | 10,414 | |
Aggregate intrinsic value exercisable as of period end | $ 8,974 | |
Restricted Stock Units (RSUs) | ||
Equity instruments other than options nonvested [Roll Forward] | ||
Equity instruments other than options nonvested - beginning balance (in shares) | 289,508 | |
Equity instruments other than options nonvested - granted (in shares) | 84,150 | |
Equity instruments other than options, nonvested - transferred (in shares) | (191) | |
Equity instruments other than options nonvested - released/issued (in shares) | (39,974) | |
Equity instruments other than options nonvested - canceled/forfeited (in shares) | (22,350) | |
Equity instruments other than options nonvested - ending balance (in shares) | 311,143 | 289,508 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Weighted average fair value other than options - beginning balance (in dollars per share) | $ 46.99 | |
Weighted average fair value other than options - granted (in dollars per share) | 67.48 | |
Weighted average fair value other than options - transferred (in dollars per share) | 52.24 | |
Weighted average fair value other than options - released/issued (in dollars per share) | 39.72 | |
Weighted average fair value other than options - canceled/forfeited (in dollars per share) | 47.06 | |
Weighted average fair value other than options - ending balance (in dollars per share) | $ 53.53 | $ 46.99 |
Segment and Geographic Inform50
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | Apr. 03, 2015 | |
Segment Reporting Information [Line Items] | |||||
Assets | $ 1,913,456 | $ 1,913,456 | $ 2,161,282 | ||
Revenues | 969,053 | $ 1,036,288 | 1,927,985 | $ 2,069,595 | |
Operating income | 147,184 | 147,013 | 272,410 | 282,274 | |
Depreciation and amortization | 34,714 | 35,649 | 67,666 | 71,047 | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 1,913,209 | 1,913,209 | 2,161,174 | ||
Revenues | 969,053 | 1,036,288 | 1,927,985 | 2,069,595 | |
Operating income | 147,250 | 147,050 | 272,468 | 282,394 | |
Depreciation and amortization | 34,714 | 35,649 | 67,666 | 71,047 | |
Operating Segments | Defense and Intelligence | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 1,160,640 | 1,160,640 | 1,330,761 | ||
Revenues | 499,558 | 528,670 | 1,006,149 | 1,088,113 | |
Operating income | 70,490 | 62,109 | 134,427 | 122,480 | |
Depreciation and amortization | 23,028 | 25,012 | 45,335 | 49,421 | |
Operating Segments | Civil | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 752,569 | 752,569 | 830,413 | ||
Revenues | 469,495 | 507,618 | 921,836 | 981,482 | |
Operating income | 76,760 | 84,941 | 138,041 | 159,914 | |
Depreciation and amortization | 11,686 | 10,637 | 22,331 | 21,626 | |
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 247 | 247 | $ 108 | ||
Revenues | 0 | 0 | 0 | 0 | |
Operating income | (66) | (37) | (58) | (120) | |
Depreciation and amortization | $ 0 | $ 0 | $ 0 | $ 0 |
Segment and Geographic Inform51
Segment and Geographic Information (Reconciliation of Consolidated Operating Income to income Before Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | |
Segment Reporting [Abstract] | ||||
Operating income (loss) | $ 147,184 | $ 147,013 | $ 272,410 | $ 282,274 |
Corporate G&A | (13,830) | (14,554) | (28,764) | (30,324) |
Separation and merger costs | (41,508) | 0 | (56,285) | 0 |
Interest expense, net | (5,472) | (5,509) | (10,953) | (11,209) |
Other income (expense), net | 1,758 | (906) | 21,085 | (2,365) |
Income from continuing operations before taxes | $ 88,132 | $ 126,044 | $ 197,493 | $ 238,376 |
Commitments and Contingencies C
Commitments and Contingencies Commitments (Details) $ in Thousands | Oct. 02, 2015USD ($) |
Guarantor Obligations [Line Items] | |
Guarantor obligations expiring in FY 2016 | $ 13,728 |
Guarantor obligations expiring in FY 2017 | 37,000 |
Guarantor obligations expiring in FY 2018 and thereafter | 0 |
Guarantor obligations | 50,728 |
Stand-by letters of credit | |
Guarantor Obligations [Line Items] | |
Guarantor obligations expiring in FY 2016 | 76 |
Guarantor obligations expiring in FY 2017 | 37,000 |
Guarantor obligations expiring in FY 2018 and thereafter | 0 |
Guarantor obligations | 37,076 |
Surety bonds | |
Guarantor Obligations [Line Items] | |
Guarantor obligations expiring in FY 2016 | 13,652 |
Guarantor obligations expiring in FY 2017 | 0 |
Guarantor obligations expiring in FY 2018 and thereafter | 0 |
Guarantor obligations | $ 13,652 |
Commitments and Contingencies53
Commitments and Contingencies Contingencies (Details) $ in Thousands | Jun. 09, 2015plaintiff | Jul. 12, 2013USD ($) | Oct. 31, 2015USD ($) | Oct. 31, 2014USD ($) | Oct. 02, 2015USD ($) |
Strauch and Colby v. Computer Sciences Corporation | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of system administrators | plaintiff | 6,400 | ||||
Number of system administrators employed by Computer Sciences GS Business | plaintiff | 2,921 | ||||
U.S. Department of Justice Civil Division v. Computer Sciences Corporation | Settled Litigation | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement | $ 1,350 | ||||
Computer Sciences Corporation | Maryland Medicaid Enterprise Restructuring Project | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 80,000 | ||||
Computer Sciences Corporation | U.S. Army Communications-Electronics Command v. Computer Sciences Corp | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 235,155 | ||||
NetCracker Technology Corp | U.S. Department of Justice Civil Division v. Computer Sciences Corporation | Settled Litigation | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement | $ 11,400 | ||||
Potential adjustments on government contracts | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, estimate of possible loss | $ 7,397 | ||||
Withdrawal from pension plan | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, estimate of possible loss | $ 26,000 |
Subsequent Events Spin-Off and
Subsequent Events Spin-Off and Merger (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2015 | Nov. 27, 2015 | Oct. 02, 2015 | Oct. 03, 2014 | Oct. 02, 2015 | Oct. 03, 2014 | Sep. 30, 2015 | Apr. 03, 2015 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Goodwill | $ 791,779 | $ 791,779 | $ 802,582 | |||||
Revenues | 969,053 | $ 1,036,288 | 1,927,985 | $ 2,069,595 | ||||
Spinoff costs | 41,508 | 0 | 56,285 | 0 | ||||
Merger costs | 7,350 | 7,350 | ||||||
Effect of spin-off or mergers | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Income from continuing operations attributable to Parent | 10,579 | (1,950) | 20,135 | (1,456) | ||||
Pro-Forma | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Revenues | 1,320,059 | 1,378,306 | 2,637,864 | 2,750,227 | ||||
Income from continuing operations attributable to Parent | 103,477 | 69,527 | 191,069 | 134,134 | ||||
Merger With SRA International | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Cash, accounts receivable and other current assets | $ 312,227 | |||||||
PPE and other long term assets | 27,569 | |||||||
Accounts payable and other current liabilities | (225,186) | |||||||
Other long term liabilities | (24,100) | |||||||
Deferred tax liabilities | (261,144) | |||||||
Total identified net assets acquired | 721,966 | |||||||
Goodwill | 1,561,075 | |||||||
Estimated total purchase consideration | 2,283,041 | |||||||
Merger With SRA International | Customer Relationships, Backlog And Other Intangible Assets | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Intangibles - customer relationships, backlog and other intangibles assets | $ 892,600 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ 8.25 | |||||||
Subsequent Event | Merger With SRA International | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments for acquisition | $ 390,000 | |||||||
Aggregate percent of shares provided as consideration | 15.32% | |||||||
Fair market value of share consideration (in USD per share) | $ 30.95 | |||||||
Computer Sciences Corporation and Computer Sciences GS Business | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends paid (in dollars per share) | 10.50 | |||||||
Computer Sciences Corporation | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ 2.25 | |||||||
Computer Sciences GS | Actual | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Revenues | 969,053 | 1,036,288 | 1,927,985 | 2,069,595 | ||||
Income from continuing operations attributable to Parent | 47,889 | 73,605 | 110,566 | 140,323 | ||||
Computer Sciences GS | Effect of spin-off or mergers | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Income from continuing operations attributable to Parent | 48,951 | 3,915 | 63,394 | 5,468 | ||||
Computer Sciences GS | Pro-Forma | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Revenues | 969,053 | 1,036,288 | 1,927,985 | 2,069,595 | ||||
Income from continuing operations attributable to Parent | 96,840 | 77,520 | 173,960 | 145,791 | ||||
SRA | Actual | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Revenues | 351,006 | 342,018 | 709,879 | 680,632 | ||||
Income from continuing operations attributable to Parent | $ (3,942) | $ (6,043) | $ (3,026) | $ (10,201) |
Subsequent Events Financing Arr
Subsequent Events Financing Arrangements (Details) - USD ($) | Nov. 27, 2015 | Oct. 02, 2015 |
The Bank of Tokyo-Mitsubishi UFJ, Ltd, The Bank of Nova Scotia, and Mizuho Bank, Ltd. | ||
Debt Instrument [Line Items] | ||
Receivables purchase facility commitment amount | $ 450,000,000 | |
Term of receivables purchase facility commitment | 2 years | |
Subsequent Event | The Bank of Tokyo-Mitsubishi UFJ, Ltd, The Bank of Nova Scotia, and Mizuho Bank, Ltd. | ||
Debt Instrument [Line Items] | ||
Receivables purchase facility commitment amount | $ 450,000,000 | |
Term of receivables purchase facility commitment | 2 years | |
Subsequent Event | Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 5 years | |
Revolving credit facility, initial borrowing capacity | $ 700,000,000 | |
Revolving credit facility, current availability | $ 500,000,000 | |
Subsequent Event | A1 Term Loan Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 3 years | |
Debt instrument, face amount | $ 600,000,000 | |
Subsequent Event | A2 Term Loan Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 5 years | |
Debt instrument, face amount | $ 1,450,000,000 | |
Subsequent Event | Term Loan B Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 7 years | |
Debt instrument, face amount | $ 750,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Nov. 30, 2015USD ($)$ / shares | Nov. 25, 2015USD ($) | Dec. 04, 2015USD ($)optionlease |
Subsequent Event [Line Items] | |||
Dividends declared (in USD per share) | $ / shares | $ 0.10 | ||
Share repurchase program, authorized amount | $ 400,000,000 | ||
Pension Plan | |||
Subsequent Event [Line Items] | |||
Contingent future contribution to pension plan on or before August 31, 2018 | $ 50,000,000 | ||
Contingent future contribution to pension plan on or before the last day of FY 2019 | $ 50,000,000 | ||
Contingent future contribution to pension plan, net leverage ratio threshold | 2.75 | ||
Contingent future contribution to pension plan, funded percentage threshold | 80.00% | ||
Computer Sciences Corporation | |||
Subsequent Event [Line Items] | |||
Annual net maintenance fee | $ 30,000,000 | ||
Annual net maintenance fee, term of agreement | 5 years | ||
Revenue threshold for additional annual maintenance fee | $ 7,000,000,000 | ||
Additional annual net maintenance fee percentage | 0.50% | ||
Annual net maintenance fee, number of extension options | option | 1 | ||
Annual net maintenance fee, term of extension option | 5 years | ||
Term after spin-off for granting CSC rights for intellectual property | 6 months | ||
Number of operating leases assumed | lease | 90 | ||
Cloud Computing Solutions | Computer Sciences Corporation | |||
Subsequent Event [Line Items] | |||
Revenue threshold for additional annual maintenance fee | $ 600,000,000 | ||
Additional annual net maintenance fee percentage | 5.00% |