Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 01, 2016 | Feb. 12, 2016 | |
Document And Entity Information [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 | Jan. 1, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 162,230,250 |
COMBINED CONDENSED BALANCE SHEE
COMBINED CONDENSED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jan. 01, 2016 | Apr. 03, 2015 |
Current assets | ||
Cash and cash equivalents | $ 204,469 | $ 4,979 |
Receivables, net of allowance for doubtful accounts of $20,429 (fiscal 2016) and $14,733 (fiscal 2015) | 740,511 | 696,727 |
Prepaid expenses and other current assets | 133,023 | 92,665 |
Total current assets | 1,078,003 | 794,371 |
Intangible and other assets | ||
Goodwill | 2,344,457 | 802,582 |
Customer-related and other intangible assets, net of accumulated amortization of $167,221 (fiscal 2016) and $150,295 (fiscal 2015) | 902,799 | 33,405 |
Software, net of accumulated amortization of $93,030 (fiscal 2016) and $75,544 (fiscal 2015) | 38,769 | 35,261 |
Other assets | 72,275 | 58,931 |
Total intangible and other assets | 3,358,300 | 930,179 |
Property and equipment, net of accumulated depreciation of $792,539 (fiscal 2016) and $696,796 (fiscal 2015) | 501,174 | 436,732 |
Total assets | 4,937,477 | 2,161,282 |
Current liabilities | ||
Accounts payable | 144,124 | 130,551 |
Accrued payroll and related costs | 217,703 | 109,539 |
Accrued expenses and other current liabilities | 468,522 | 440,606 |
Current capital lease liability | 27,871 | 21,351 |
Current maturities of long-term debt | 80,000 | 0 |
Dividends payable | 16,252 | 0 |
Total current liabilities | 954,472 | 702,047 |
Long-term debt, net of current maturities | 2,871,906 | 0 |
Noncurrent capital lease liability | 111,928 | 129,933 |
Noncurrent deferred income tax liabilities | 194,931 | 153,297 |
Other long-term liabilities | $ 576,008 | $ 80,957 |
Commitments and contingent liabilities | ||
Equity | ||
Net Parent investment, prior to Spin-Off | $ 0 | $ 1,067,492 |
Common stock, $0.001 par value, 750,000,000 shares authorized, 162,621,486 shares issued and outstanding | 162 | 0 |
Additional paid-in capital | 160,946 | 0 |
Earnings retained for use in business | 15,215 | 0 |
Accumulated other comprehensive income (loss) | 29,877 | (405) |
Total CSRA stockholders’ equity | 206,200 | 1,067,087 |
Noncontrolling interests | 22,032 | 27,961 |
Total equity | 228,232 | 1,095,048 |
Total liabilities and equity | $ 4,937,477 | $ 2,161,282 |
COMBINED CONDENSED BALANCE SHE3
COMBINED CONDENSED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jan. 01, 2016 | Apr. 03, 2015 |
Allowance for doubtful accounts | $ 20,429 | $ 14,733 |
Finite-lived intangible assets, accumulated amortization | 260,251 | 225,839 |
Plant, property and equipment, accumulated depreciation | $ 792,539 | 696,796 |
Common stock - par value (usd per share) | $ 0.001 | |
Common stock - shares authorized | 750,000,000 | |
Common stock - shares issued | 162,621,486 | |
Common stock - shares outstanding | 162,621,486 | |
Customer-related and other intangible assets | ||
Finite-lived intangible assets, accumulated amortization | $ 167,221 | 150,295 |
Software | ||
Finite-lived intangible assets, accumulated amortization | $ 93,030 | $ 75,544 |
COMBINED CONDENSED STATEMENTS O
COMBINED CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,031,572 | $ 997,486 | $ 2,955,522 | $ 3,061,863 |
Related party revenue | 740 | 1,547 | 4,775 | 6,765 |
Total revenue | 1,032,312 | 999,033 | 2,960,297 | 3,068,628 |
Cost of services | 815,906 | 814,048 | 2,343,792 | 2,463,687 |
Related party cost of services | 740 | 1,547 | 4,775 | 6,765 |
Total cost of services (excludes depreciation and amortization) | 816,646 | 815,595 | 2,348,567 | 2,470,452 |
Selling, general and administrative expenses | 50,094 | 53,037 | 134,846 | 144,778 |
Depreciation and amortization | 45,310 | 33,225 | 112,976 | 104,272 |
Separation and merger costs | 43,694 | 0 | 99,979 | 0 |
Interest expense, net | 13,646 | 5,354 | 24,599 | 16,563 |
Other expense (income), net | 4,397 | 1,276 | (16,688) | 3,641 |
Total costs and expenses | 973,787 | 908,487 | 2,704,279 | 2,739,706 |
Income from continuing operations before taxes | 58,525 | 90,546 | 256,018 | 328,922 |
Income tax expense | 7,093 | 33,900 | 84,891 | 122,696 |
Income from continuing operations | 51,432 | 56,646 | 171,127 | 206,226 |
Loss from discontinued operations, net of taxes | 0 | (288) | 0 | (1,711) |
Net income | 51,432 | 56,358 | 171,127 | 204,515 |
Less: noncontrolling interests | 2,990 | 1,220 | 12,119 | 10,477 |
Net income attributable to CSRA common stockholders | $ 48,442 | $ 55,138 | $ 159,008 | $ 194,038 |
Basic EPS: | ||||
Continuing operations (in dollars per share) | $ 0.30 | $ 0.40 | $ 0.98 | $ 1.39 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Basic EPS (in dollars per share) | 0.30 | 0.40 | 0.98 | 1.38 |
Diluted EPS: | ||||
Continuing operations (in dollars per share) | 0.29 | 0.40 | 0.97 | 1.39 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Diluted EPS (in dollars per share) | 0.29 | 0.40 | 0.97 | 1.38 |
Cash dividend per common share (in dollars per share) | $ 0.10 | $ 0 | $ 0.10 | $ 0 |
COMBINED CONDENSED STATEMENTS 5
COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 51,432 | $ 56,358 | $ 171,127 | $ 204,515 |
Other comprehensive (loss) income | ||||
Prior service cost | 0 | 7,036 | 0 | 7,036 |
Transfer of prior service cost due to spin | 31,139 | 0 | 31,139 | 0 |
Amortization of prior service cost | (1,158) | (1,142) | (2,706) | (1,125) |
Foreign currency translation adjustments | 2,305 | (478) | 1,849 | (787) |
Other comprehensive income | 32,286 | 5,416 | 30,282 | 5,124 |
Comprehensive income | 83,718 | 61,774 | 201,409 | 209,639 |
Less: comprehensive income attributable to noncontrolling interest | 2,990 | 1,220 | 12,119 | 10,477 |
Comprehensive income attributable to CSRA common stockholders | $ 80,728 | $ 60,554 | $ 189,290 | $ 199,162 |
COMBINED CONDENSED STATEMENTS 6
COMBINED CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jan. 01, 2016 | Jan. 02, 2015 | |
Cash flows from operating activities | ||
Net income | $ 171,127 | $ 204,515 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 112,976 | 104,272 |
Stock-based compensation | 8,134 | 13,013 |
Net (gain) loss on dispositions of businesses and assets | (7,188) | 1,804 |
Amortization of above market contract intangibles | 6,870 | 7,416 |
Amortization of debt issuance costs | 995 | 0 |
Other non-cash charges, net | 275 | 0 |
Changes in assets and liabilities, net of acquisitions and dispositions: | ||
Decrease in assets | 149,695 | 10,809 |
(Decrease) increase in liabilities | (68,080) | 55,493 |
Cash provided by operating activities | 374,804 | 397,322 |
Cash flows from investing activities | ||
Purchases of property and equipment | (92,470) | (43,593) |
Software purchased and developed | (12,932) | (2,926) |
Payments for acquisitions, net of cash acquired | (341,606) | (35,514) |
Extinguishment of SRA long-term debt and costs | (1,100,698) | 0 |
Reimbursement of SRA-related expenses | (29,885) | 0 |
Proceeds from business dispositions | 34,001 | 3,000 |
Proceeds from disposals of assets | 2,644 | 4,571 |
Other investing | (10,414) | 0 |
Cash used in investing activities | (1,551,360) | (74,462) |
Cash flows from financing activities | ||
Borrowings under revolving credit facility | 200,000 | 0 |
Borrowings from other long-term debt | 2,800,000 | 0 |
Debt issuance costs | (56,415) | 0 |
Repurchase of CSRA common stock | (36,830) | 0 |
Special Dividend payment | (1,147,807) | 0 |
Repayment of transitory note | (350,038) | 0 |
Payments on lease liability | (13,158) | (22,903) |
Payments to noncontrolling interest | (18,000) | (16,998) |
Net distribution to CSC | (10,425) | (279,419) |
Other financing activities | 8,719 | 0 |
Cash provided by (used in) financing activities | 1,376,046 | (319,320) |
Net increase in cash and cash equivalents | 199,490 | 3,540 |
Cash and cash equivalents at beginning of period | 4,979 | 3,979 |
Cash and cash equivalents at end of period | $ 204,469 | $ 7,519 |
Description of the Business, Ba
Description of the Business, Basis of Presentation and Recent Accounting Pronouncements | 9 Months Ended |
Jan. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business, Basis of Presentation and Recent Accounting Pronouncements | Description of the Business, Basis of Presentation and Recent Accounting Pronouncements Description of the Business 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”), the 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. The Spin-Off On November 6, 2015, CSRA’s Registration Statement on Form 10, as amended (the “Registration Statement on Form 10”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). On November 27, 2015 (the “Distribution Date”), 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 (the “Information Statement”)) to CSC shareholders of record (the “Spin-Off”). We refer to this series of internal transactions as the “Internal Reorganization.” For a more detailed description of the Spin-Off, see “The Transactions” in the Information Statement. 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 (the “Distribution”). Following the Distribution, CSC and CSRA paid a special dividend which, in aggregate, totaled $10.50 per share (the “Special Dividend”), of which $2.25 was paid by CSC and $8.25 was paid by CSRA. The portion of the Special Dividend paid by CSC was funded by a note payable to CSC that CSRA repaid with the incurrence of additional indebtedness as described in the Information Statement. The Mergers Following the Spin-Off, on November 30, 2015 CSRA also completed its previously announced mergers which resulted in SRA Companies, Inc. (“SRA Parent”) merging with and into a wholly-owned subsidiary of CSRA (the “Mergers”). As a result, SRA International Inc. (“SRA”) 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. CSRA common stock began regular-way trading on the New York Stock Exchange on November 30, 2015 under the ticker symbol CSRA. Basis of Presentation The accompanying combined condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim period unaudited Combined Condensed Financial Statements as of and for the three and nine months ended January 1, 2016 and January 2, 2015 include the combined consolidated accounts of CSRA and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. Certain information and disclosures normally required for annual financial statements have been condensed or omitted pursuant to SEC rules and regulations. The unaudited Combined Condensed Financial Statements as of and for the three and nine months ended January 1, 2016 and January 2, 2015 should be read in conjunction with the audited Combined Financial Statements and the combined notes included in the 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. Prior to the Spin-Off, the Computer Sciences GS Business consisted of the business of CSC’s North American Public Sector segment and did not operate as a separate, stand-alone entity, rather, it operated as part of CSC prior to the Spin-Off and its financial position and the related results of operations, cash flows and changes in parent equity were 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 unaudited Combined Condensed Financial Statements and notes of CSRA include CSRA, its subsidiaries, and the joint ventures and partnerships over which CSRA (or the Computer Sciences GS Business for periods prior to the Spin-Off) has a controlling financial interest. CSRA (or the Computer Sciences GS Business for periods prior to the Spin-Off) uses the equity method to account for investments in entities that it does not control if it is otherwise able to exert significant influence over the entities’ operating and financial policies. The accompanying Combined Condensed Financial Statements for the period prior to the Spin-Off are prepared on a carved-out and combined basis from the consolidated financial statements of the Computer Sciences GS Business of CSC as the Computer Sciences GS Business was not a separate consolidated entity prior to the Spin-Off. Such carved-out and combined amounts were determined using the historical results of operations and carrying amounts of the assets and liabilities transferred to the Computer Sciences GS Business. CSC’s cash was not assigned to CSRA or the Computer Sciences GS Business for any of the periods presented prior to the Spin-Off because those cash balances are not directly attributable to the Computer Sciences GS Business or CSRA. For periods prior to the Spin-Off, the Computer Sciences GS Business reflected transfers of cash to and from CSC’s cash management system as a component of Net Parent Investment on the unaudited Combined Condensed Balance Sheets. CSC’s long-term debt has not been attributed to CSRA or the Computer Sciences GS Business for any of the periods presented because CSC’s borrowings are neither directly attributable to CSRA nor is CSRA (or the Computer Sciences GS Business for periods prior to the Spin-Off) the legal obligor of such borrowings. All intercompany transactions of CSRA have been eliminated in consolidation and combination. Related party transactions between CSRA and CSC or the Computer Sciences GS Business and other businesses of CSC are reflected as related party transactions (see Note 2). For periods prior to the Spin-Off, 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 had 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 considered 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, stand-alone entity for the periods presented. Prior to the Spin-Off, CSC maintained 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 participated in those plans and a portion of the cost of those plans for the periods prior to the Spin-Off is included in the unaudited Combined Condensed Financial Statements for periods prior to the Spin-Off. However, the unaudited Combined Condensed Balance Sheets do not include any net benefit plan obligations unless the benefit plan covered only the Computer Sciences GS Business's active, retired and other former employees or any expense related to shareÂ-based compensation plans. See Notes 10 and 11 to the unaudited Combined Condensed Financial Statements for a further description of the accounting for our benefit plans and share-based compensation, respectively. During the three months ended January 1, 2016, CSRA changed the method used to estimate the interest and service cost components of net periodic cost for its post-retirement benefit plans. See Note 10 for a discussion of this change. In the unaudited Combined Condensed Statements of Cash Flows for the nine months ended January 1, 2016, CSRA changed its practice to present the required disclosure of amounts of interest (net of amounts capitalized) and income taxes paid during the period from within that statement to the Notes to the Combined Condensed Financial Statements. The change was made to expand the amount of useful supplemental disclosure associated with the operating and financing activities of CSRA during the period. See Note 13 for such additional supplemental disclosure. CSRA 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. For accounting purposes, the unaudited Combined Condensed Financial Statements reflects the financial results of SRA from the date of the Merger to December 31, 2015 combined with the Computer Sciences GS Business for the three and nine months ended January 1, 2016. CSRA’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 nine months ended January 1, 2016 and January 2, 2015: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Gross favorable $ 20,361 $ 24,558 $ 64,784 $ 82,352 Gross unfavorable (1,523 ) (6,001 ) (6,819 ) (14,734 ) Total net adjustments, before taxes and noncontrolling interests $ 18,838 $ 18,557 $ 57,965 $ 67,618 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 $27,684 and $14,544 as of January 1, 2016 and April 3, 2015, respectively. Depreciation expense was $ 29,735 and $ 27,547 for the three months ended January 1, 2016 and January 2, 2015, respectively. Depreciation expense was $ 86,472 and $ 86,075 for the nine months ended January 1, 2016 and January 2, 2015, respectively. Use of Estimates GAAP requires management to make estimates and assumptions that affect certain amounts reported in the Combined Condensed Financial Statements and accompanying notes. These estimates are based on management’s best knowledge of historical experience, current events and on various other assumptions that management considers reasonable under the circumstances. Actual results could differ from those estimates. Amounts subject to significant judgment and estimates include, but are not limited to, costs to complete long-term contracts, cash flows used in the evaluation of impairment of goodwill and other long-lived intangible assets, certain deferred costs, collectability of receivables, reserves for tax benefits and valuation allowances on deferred tax assets, loss accruals for litigation, and inputs used for computing stock-based compensation and pension related liabilities. New Accounting Standards During the nine months ended January 1, 2016, CSRA adopted the following Accounting Standard Updates (“ASUs”): In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). 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, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. As permitted, CSRA early adopted ASU 2015-17, effective for the period ended January 1, 2016 and applied it retrospectively to all periods presented. The impact of the early adoption of ASU 2015-17 on balances previously reported as of April 3, 2015 was a reclassification of $89,608 from Current deferred income tax liabilities to Noncurrent deferred income tax liabilities in the Combined Condensed Balance Sheet. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), “Simplifying the Accounting for Measurement Period Adjustments” (“ASU 2015-16”) . 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. ASU 2015-16 requires 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. Early adoption is permitted for any interim or annual financial statements that have not been issued; accordingly, CSRA early adopted ASU 2015-16 effective for the period ended January 1, 2016 and will apply ASU 2015-16 to future adjustments to provisional amounts. Early adoption of ASU 2015-16 did not have a material impact on CSRA’s Combined Condensed Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts and premiums. Amortization of the costs will continue to be reported as interest expense. Subsequently, in August 2015, the FASB issued ASU No. 2015-15 “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”), which incorporates the SEC staff’s announcement that clarifies the exclusion of line-of-credit arrangements from the scope of ASU 2015-03. The ASU clarifies that debt issuance costs related to line-of-credit arrangements can be deferred and presented as an asset that is subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of ASU 2015-03 is effective retrospectively for annual periods beginning after December 15, 2015 and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued. The adoption of ASU 2015-15 is effective upon adoption of ASU 2015-03. As permitted, CSRA early adopted ASU 2015-03 and ASU 2015-15 effective for the period ended January 1, 2016, which did not have a material impact on CSRA's Combined Condensed Financial Statements. 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 Accounting Standards Codification (“ASC”) 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. 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 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 CSRA's Combined Condensed Financial Statements. Standards Issued But Not Yet Effective The following ASUs were recently issued but have not yet been adopted by CSRA: 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 (“ASC 605”) and some cost guidance included in 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 CSRA expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable users of CSRA's financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. CSRA 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. ASU 2014-09 provides two methods of retrospective application. The first method would require CSRA to apply ASU 2014-09 to each prior reporting period presented. The second method would require CSRA to retrospectively apply ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. CSRA expects that ASU 2014-09 will be effective for CSRA 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. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. CSRA is currently evaluating the impact that the adoption of ASUs 2014-09 and 2015-14 may have on CSRA's Combined Condensed Financial Statements. Other recently issued ASUs effective after January 1, 2016 are not expected to have a material effect on CSRA’s Combined Condensed Financial Statements. |
Related Party Transactions and
Related Party Transactions and Corporate Allocations | 9 Months Ended |
Jan. 01, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Corporate Allocations | Related Party Transactions and Corporate Allocations Corporate Allocations The unaudited Combined Condensed Statements of Operations, unaudited Combined Condensed Statements of Comprehensive Income and unaudited Combined Condensed Statements of Cash Flows include an allocation of general corporate expenses from CSC for periods prior to Spin-Off. The financial information in these unaudited Combined Condensed Financial Statements does not necessarily include all the expenses that would have been incurred by CSRA had it been a separate, stand-alone entity during that time. The management of CSRA 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 CSRA totaled $28,726 and $60,707 for the three months ended January 1, 2016 and January 2, 2015, respectively, and $133,395 and $175,919 for the nine months ended January 1, 2016 and January 2, 2015, respectively. These amounts include costs for corporate functions including, but not limited to, senior management, legal, human resources, finance, IT and other shared services and are included in Cost of services and Selling, general and administrative expenses. Following the Spin-Off, CSRA performs all corporate functions that were previously performed by CSC. Transition Agreements In connection with the separation and distribution, CSRA entered into certain agreements that govern the respective rights and responsibilities between CSC and CSRA. 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 Intellectual Property Matters Agreement, CSC granted CSRA a perpetual, royalty-free, non-assignable license to certain know-how, certain software products, trademarks and workflow and design methodologies. 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. CSRA will pay CSC an annual net maintenance fee of $30,000 per year for each of the five years following the Distribution in exchange for maintenance services including the rights to updates and patches of certain products as well as all inventions, modifications, improvements, enhancements and updates derived from certain licensed products. In addition, CSRA will pay CSC an additional 0.5% of total consolidated revenues in excess of $7,000,000 and 5% of total revenues from its cloud computing services in excess of $ 600,000 in any such fiscal year during the initial five year term. As of January 1, 2016, CSRA paid the $30,000 maintenance fee, which is included in Prepaid expenses and other assets in the unaudited Combined Condensed Balance Sheets and will be amortized over one year . During the three and nine months ended January 1, 2016, CSRA amortized $2,500 to expense in Selling, general and administrative (“SG&A”) in the unaudited Combined Condensed Statements of Operations. CSRA entered into a Tax Matters Agreement with CSC that governs the respective rights, responsibilities and obligations of CSC and CSRA with respect to all tax matters, and includes restrictions designed to preserve the tax-free status of the Distribution. CSRA has joint and several liability with CSC to the IRS for the consolidated U.S. Federal income taxes of the CSC consolidated group relating to the taxable periods in which we were part of that group. However, the Tax Matters Agreement specifies the portion, if any, of this tax liability for which we bear responsibility, and CSC agrees to indemnify us against any amounts for which we are not responsible. During the three and nine months ended January 1, 2016, CSRA did not incur charges payable to CSC under the Tax Matters Agreement. 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 by CSRA or leased directly from a third party, including the allocation of space within shared facilities and the allocation of stand-alone facilities between CSRA and CSC. As of January 1, 2016, CSRA recorded $331 as a reduction of facilities cost related to rental income in SG&A from CSC under the Real Estate Matters Agreement. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Jan. 01, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Fiscal 2016 Acquisition As discussed in Note 1, on November 30, 2015, CSRA completed its previously announced Mergers which resulted in SRA Parent merging with and into a wholly-owned subsidiary of CSRA. As a result, SRA became an indirect wholly-owned subsidiary of CSRA. 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 the ability to further attract industry-leading talent. The Mergers are reflected in CSRA’s financial statements using the acquisition method of accounting, with CSRA being considered the accounting acquirer of SRA. The total merger consideration (“Merger Consideration”) transferred was $2,299,575 , which consisted of (1) $390,000 in cash (gross of cash acquired of $48,309 ) and (2) 25,170,564 shares of CSRA common stock representing in the aggregate 15.32% of the total number of shares of CSRA common stock outstanding, gross of shares withheld for taxes, immediately after the Mergers were completed. 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. Additional components of consideration transferred consisted of (1) $1,100,727 related to liabilities assumed and (2) $29,855 of acquiree-related transaction costs. CSRA recorded, on a preliminary basis, the assets acquired and liabilities assumed at their estimated fair value, with the difference between the fair value of the net assets acquired and the purchase consideration reflected as goodwill. See Note 6 for further discussion of the measurement considerations for acquired intangible assets. The following table reflects the preliminary fair values of assets acquired and liabilities assumed as of November 30, 2015: Preliminary allocation: Cash, accounts receivable and other current assets $ 304,813 PPE and other long-term assets 32,997 Intangibles—customer relationships, backlog and other intangibles assets 890,500 Accounts payable and other current liabilities (195,863 ) Other long-term liabilities (33,273 ) Deferred tax liabilities (252,277 ) Total identified net assets acquired 746,897 Goodwill 1,552,678 Estimated total purchase consideration $ 2,299,575 The goodwill recognized in the acquisition is attributable to the intellectual capital, the acquired assembled work force, and expected cost synergies, none of which qualify for recognition as a separate intangible asset. Due to the preliminary nature of the valuation of the acquisition, goodwill arising from the acquisition has not yet been allocated to CSRA’s reportable segments. The goodwill is not expected to be deductible for tax purposes. The fair values of assets acquired and liabilities assumed were based on a preliminary valuation and our estimates and assumptions are subject to change and may result in material changes. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents results as if the Spin-Off and the Mergers and the related financing had occurred on March 29, 2014. The historical consolidated financial information of CSRA 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 consolidated financial information of SRA includes merger and integration costs that are not expected to recur and impact the combined results over the long-term. 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 March 29, 2014, nor is it necessarily an indication of future operating results. Three Months Ended January 1, 2016 CSRA Three Months Ended January 1, 2016 (a) Historical SRA October 1 - November 30, 2015 Effects of (b) Effects of (c) Pro Forma for Spin-Off and Merger Revenue $ 1,032,312 $ 239,782 $ — $ (395 ) $ 1,271,699 Income (loss) from continuing operations attributable to CSRA Shareholders 48,442 (37,263 ) 32,734 55,276 99,189 Income per common share: Basic $ 0.30 $ 0.61 (a) Revenue and Income (Loss) from continuing operations attributable to CSRA Shareholders from the SRA business includes $116,858 and $(122), respectively, for the period of December 1 through 31, 2015. Three Months Ended January 2, 2015 Historical Computer Sciences GS Three Months Ended January 2, 2015 Historical SRA Three Months Ended December 31, 2014 Effects of Spin-Off Effects of Merger Pro Forma for Spin-Off and Merger Revenue $ 999,033 $ 342,018 $ — $ (720 ) $ 1,340,331 Income (loss) from continuing operations attributable to Parent 55,426 (6,043 ) (250,540 ) (154 ) (201,311 ) Income (loss) per common share: Basic $ 0.40 $ (1.23 ) Nine Months Ended January 1, 2016 CSRA Nine Months Ended January 1, 2016 (a) Historical SRA October 1- November 30, 2015 Effects of (b) Effects of (c) Pro Forma for Spin-Off and Merger Revenue $ 2,960,297 $ 949,661 $ — $ (1,844 ) $ 3,908,114 Income (loss) from continuing operations attributable to CSRA Shareholders 159,008 (40,289 ) 79,451 78,865 277,035 Income per common share: Basic $ 0.98 $ 1.71 (a) Revenue and Income (Loss) from continuing operations attributable to CSRA Shareholders from the SRA business includes $116,858 and $(122), respectively, for the period of December 1 through 31, 2015. (c) Income from continuing operations effected for the Merger excludes $53,609 of non-recurring costs incurred to give effect to the merger of SRA and CSRA. Nine Months Ended January 2, 2015 Historical Computer Sciences GS Nine Months Ended January 2, 2015 Historical SRA April 1- November 30, 2014 Effects of Spin-Off Effects of Merger Pro Forma for Spin-Off and Merger Revenue $ 3,068,628 $ 1,027,530 $ — $ (2,211 ) $ 4,093,947 Income (loss) from continuing operations attributable to Parent 195,749 (13,367 ) (244,499 ) 2,506 (59,611 ) Income (loss) per common share: Basic $ 1.41 $ (0.36 ) Fiscal 2015 Acquisition During the second quarter of fiscal 2015, the Computer Sciences GS Business acquired Tenacity Solutions Incorporated (“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 Solutions 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. During the second quarter of fiscal 2016, the Computer Sciences GS Business recorded a working capital adjustment of $ 86 , which reduced total goodwill. 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 the 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jan. 01, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share On the Distribution Date, CSRA had 139,128 common shares outstanding. The calculation of both basic and diluted earnings per share for the three and nine months ended January 2, 2015 utilizes the Distribution Date common shares because at that time, CSRA did not operate as a separate, stand-alone entity, and no equity-based awards were outstanding prior to the Distribution Date. The calculation of basic earnings (loss) per share for the three and nine months ended January 1, 2016 utilized 161,602 shares based on the weighted-average shares outstanding between the Distribution Date and the end of the period. The total period from the distribution date to the end of the quarter was used as the basis for the calculation instead of using the whole three or nine month period. The calculation of diluted earnings (loss) per share for the three and nine months ended January 1, 2016 utilized 164,676 , reflecting the dilutive impact of 3,074 shares of outstanding stock options, restricted stock units, and performance-based stock units issued or granted since the Distribution Date. The total period from the distribution date to the end of the quarter was used as the basis for the basic and diluted calculation instead of using the whole three or nine month period. Basic earnings per common share (“EPS”) and diluted EPS are calculated as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Net income: From continuing operations $ 51,432 $ 56,646 $ 171,127 $ 206,226 Less: discontinued operations — (288 ) — (1,711 ) Less: Net income attributable to noncontrolling interests 2,990 1,220 12,119 10,477 Net income attributable to CSRA common stockholders $ 48,442 $ 55,138 $ 159,008 $ 194,038 Common share information: Common shares outstanding for basic EPS 161,602 139,128 161,602 139,128 Dilutive effect of stock options and equity awards 3,074 — 3,074 — Weighted average number of common shares outstanding—diluted (1) 164,676 139,128 164,676 139,128 (1) Calculated based on number of days the shares were outstanding after the Spin-Off and during which CSRA operated as a separate standalone entity for the three and nine months ended January 1, 2016. Earnings (loss) per share—basic and diluted: Basic EPS: Continuing operations $ 0.30 $ 0.40 $ 0.98 $ 1.39 Discontinued operations — — — (0.01 ) Total $ 0.30 $ 0.40 $ 0.98 $ 1.38 Diluted EPS: Continuing operations $ 0.29 $ 0.40 $ 0.97 $ 1.39 Discontinued operations — — — (0.01 ) Total $ 0.29 $ 0.40 $ 0.97 $ 1.38 |
Sale of Receivables
Sale of Receivables | 9 Months Ended |
Jan. 01, 2016 | |
Transfers and Servicing [Abstract] | |
Sale of Receivables | Sale of Receivables CSRA 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 CSRA’s eligible trade receivables. CSRA amended the Purchase Agreement with RBS by which RBS assigned its rights as a purchaser to The Bank of Tokyo-Mitsubishi UFJ, Ltd (“BTMU”), and the Purchase Agreement was amended to add 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 CSRA as a guarantor. Under the Facility, CSRA can sell up to $450,000 of eligible receivables, including billed receivables and certain unbilled receivables arising from “cost plus fixed fee” and “time and materials” contracts. CSRA has no retained interests in the transferred receivables and only performs collection and administrative functions for the Purchaser for a servicing fee. CSRA accounts for these receivable transfers as sales under ASC 860, “Transfers and Servicing” (“ASC 860”), 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. CSRA estimated that its servicing fee was at fair value and, therefore, no servicing asset or liability related to these services was recognized as of January 1, 2016. During the three and nine months ended January 1, 2016, CSRA sold $590,421 and $1,922,989 , respectively, of billed and unbilled receivables. Collections corresponding to these receivable sales were $561,441 and $1,716,976 for the three and nine months ended January 1, 2016, respectively. As of January 1, 2016, there was $8,708 of cash collected by CSRA but not remitted to purchasers. CSRA incurred purchase discount and administrative fees of $615 and $1,465 for the three and nine months ended January 1, 2016, respectively. These fees were recorded within other (income) expense, net in the unaudited Combined Condensed Statement of Operations. The net impact of total receivables sold net of collections and fees related to accounts receivable sales was $28,365 and $204,548 for the three and nine months ended January 1, 2016, 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. SRA Sale of Receivables Upon consummation of the Mergers, CSRA assumed SRA’s separate accounts receivable purchase agreement. SRA maintains an accounts receivable purchase agreement under which SRA sells certain accounts receivable to a third party, or the Factor, without recourse to SRA. The Factor initially pays SRA 90% of the receivable and the remaining price is deferred and based on the amount the Factor receives from SRA’s customer. The structure of the transaction provides for de-recognition and sale treatment under ASC 860, on a revolving basis, of the receivables transferred. Accordingly, upon transfer of the receivable to the Factor, the receivable is removed from the balance sheet, a loss on the sale is recorded and the deferred price is an account receivable until it is collected. The balance of the sold receivables may not exceed $56,000 at any time. During December 2015, SRA sold $38,298 of SRA’s receivables, and recognized purchase discounts and administrative fees of $77 in Other income (expense). Collections corresponding to these receivable sales were $35,592 as of January 1, 2016. As of January 1, 2016, there was no cash collected by SRA but not remitted to Purchasers. Purchase discounts and administrative fees were recorded within Other (income) expense, net in the unaudited Combined Condensed Statement of Operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Jan. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill by segment for the nine months ended January 1, 2016: Defense and Intelligence Civil Total Balance as of April 3, 2015 $ 491,397 $ 311,185 $ 802,582 Welkin Divestiture (1) (10,717 ) — (10,717 ) Tenacity Solutions Acquisition Working Capital Adjustment (86 ) — (86 ) Acquisition of SRA (2) — — 1,552,678 Balance as of January 1, 2016 $ 480,594 $ 311,185 $ 2,344,457 (1) The fiscal 2016 deduction to goodwill is due to the first quarter Welkin divestiture described in Note 3. (2) Due to the timing of the Mergers, as of January 1, 2016, CSRA has not been able to complete the process to finalize the assignment of acquired goodwill to the appropriate reporting units of CSRA in order to disclose acquired goodwill by reportable segment. CSRA 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 CSRA’s annual goodwill impairment assessment as of July 4, 2015, CSRA first assesses qualitative factors to determine whether events or circumstances existed that would lead CSRA 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 CSRA determines that it is not more likely than not, then proceeding to step one of the two-step goodwill impairment test is not necessary. For CSRA’s annual goodwill impairment assessment as of July 4, 2015, CSRA 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, CSRA 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 January 1, 2016, CSRA assessed whether there were events or changes in circumstances (including the acquisition of SRA) 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. CSRA determined that there have been no such indicators, and therefore, it was unnecessary to perform an interim goodwill impairment assessment as of January 1, 2016 . Other Intangible Assets On November 30, 2015, CSRA acquired $890,500 of definite-lived intangible assets, as described in Note 3. The components of the acquired definite-lived intangible assets as of January 1, 2016 were as follows: (1) customer relationships intangibles of $823,300 , (2) backlog of $65,200 , and (3) technology of $2,000 . Acquired intangible assets have been recorded at their preliminary estimated fair value, and they were determined, with the assistance of an independent third-party valuation specialist, through the use of various discounted cash flow valuation techniques. These valuation techniques incorporated Level 3 inputs as described under the fair value hierarchy of ASC 820, “Fair Value Measurements” (“ASC 820”). These unobservable inputs reflect CSRA’s own assumptions about which assumptions market participants would use in pricing an asset on a non-recurring basis. The customer relationship intangible asset of $823,300 represents the fair value of future projected cash flows that are expected to be derived from sales of services to existing customers. Customer relationships were valued using the excess earnings approach, with a discount rate of 8.50% and an implied royalty range of 6.35% — 8.10% . The asset is being amortized ratably over an estimated useful life of 15 years based upon the information at the time of the Mergers related to the nature of the customer relationships that CSRA acquired, the Company’s experience on customer renewals and expectations associated with customer attrition, and growth strategies. Backlog of $65,200 represents the funded economic value of predominantly long-term contracts, less the amount of revenue already recognized on those contracts. Backlog was valued using the excess earnings approach, with a discount rate of 8.00% and an implied royalty range of 5.90% — 7.50% . The asset is being amortized over an estimated useful life of one year, reflecting the fact that backlog that CSRA acquired is short-term in nature and is funded and committed. Acquired technology of $2,000 represents the fair value of future cash flow projections taking into account expectations on investments in the technology, current and future use, and the lack of legal limitations. A summary of amortizable intangible assets is as follows: As of January 1, 2016 Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related intangibles $ 953,450 $ (118,441 ) $ 835,009 Acquired backlog 65,200 (5,433 ) 59,767 Other intangible assets 51,370 (43,347 ) 8,023 Software 131,799 (93,030 ) 38,769 Total intangible assets $ 1,201,819 $ (260,251 ) $ 941,568 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 Customer-related intangibles, backlog, and software are amortized to expense. Amortization expense for the three months ended January 1, 2016 and January 2, 2015 was $ 15,575 and $ 5,678 , respectively. Amortization expense for the nine months ended January 1, 2016 and January 2, 2015 was $ 26,504 and $ 18,197 , respectively. Other intangible assets, which consist of contract-related intangibles, are amortized as a reduction to revenues. Amortization as a reduction to revenues for the three months ended January 1, 2016 and January 2, 2015 was $ 2,290 and $ 2,472 , respectively. Amortization as a reduction to revenues for the nine months ended January 1, 2016 and January 2, 2015 was $ 6,870 and $ 7,416 , respectively. $ Estimated amortization related to intangible assets as of January 1, 2016, for the remainder of fiscal year 2016 is $38,736 , and for each of the fiscal years 2017, 2018, 2019 and 2020, is as follows: $128,331 , $76,114 , $69,044 , and $64,394 , respectively. Purchased and internally developed software (for both external and internal use), net of accumulated amortization, consisted of the following: As of January 1, 2016 April 3, 2015 Purchased software $ 37,536 $ 30,864 Internally developed software for external use 1,233 2,950 Internally developed software for internal use — 1,447 Total software $ 38,769 $ 35,261 Amortization expense related to purchased software was $5,020 and $3,515 for the three months ended January 1, 2016 and January 2, 2015, respectively. Amortization expense related to internally developed software for external use was $100 and $141 for the three months ended January 1, 2016 and January 2, 2015, respectively. For the three months ended January 1, 2016, there was no amortization expense related to internally developed software for internal use as all internally developed software for internal use was transferred to CSC pursuant to the Master Separation and Distribution Agreement and the Intellectual Property Matters Agreement during the third quarter of fiscal 2016. Amortization expense was $74 for the three months ended January 2, 2015. Total amortization expense related to purchased software, internally developed software for external use, and internally developed software for internal use for the three months ended January 1, 2016 and January 2, 2015 are included in total amortization expense related to software detailed above. Amortization expense related to purchased software was $12,094 and $10,882 for the nine months ended January 1, 2016 and January 2, 2015, respectively. Amortization expense related to internally developed software for external use was $849 and $1,378 for the nine months ended January 1, 2016 and January 2, 2015, respectively. Amortization expense related to internally developed software for internal use was $147 and $221 for the nine months ended January 1, 2016 and January 2, 2015, respectively. Total amortization expense related to purchased software, internally developed software for external use, and internally developed software for internal use for the nine months ended January 1, 2016 and January 2, 2015 are included in total amortization expense related to software detailed above. Estimated amortization expense related to purchased and internally developed software, as of January 1, 2016, for the remainder of fiscal 2016 is $3,985 , and for each of the fiscal years 2017, 2018, 2019 and 2020, is as follows: $13,856 , $9,888 , $6,389 and $4,146 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Jan. 01, 2016 | |
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 January 1, 2016 April 3, 2015 Accrued contract costs $ 239,164 $ 212,155 Deferred revenue 139,806 174,022 Accrued expenses 79,627 45,164 Other 9,925 9,265 Total $ 468,522 $ 440,606 |
Debt
Debt | 9 Months Ended |
Jan. 01, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of CSRA’s debt as of January 1, 2016 and April 3, 2015: January 1, 2016 April 3, 2015 Revolving credit facility, due November 2020 $ 200,000 $ — Tranche A1 facility, due November 2018 600,000 — Tranche A2 facility, due November 2020 1,450,000 — Term Loan B facility, due November 2022 750,000 — Capitalized lease liability 139,799 151,284 Total debt 3,139,799 151,284 Less: unamortized debt issuance costs (48,094 ) — Less: current portion of long-term debt (107,871 ) (21,351 ) Total long-term debt, net of current maturities (1) $ 2,983,834 $ 129,933 (1) As of January 1, 2016, the fair value of the Company’s debt, based on recent trading activity, approximated carrying value. During the third quarter of fiscal 2016, CSRA entered into the following debt facilities: (1) a five -year senior secured revolving credit facility (the “Revolving Credit Facility”) with a committed borrowing capacity of $700,000 , (2) a three - year senior secured tranche A1 Term loan facility in an aggregate principal amount of $600,000 (the “Tranche A1 Facility”), (3) a five -year senior secured tranche A2 Term loan facility in an aggregate principal amount of $1,450,000 (the “Tranche A2 Facility”;) and together with the Tranche A1 Facility, the “Term Loan A Facilities”) and (4) a seven -year senior secured term loan B facility in an aggregate principal amount of $750,000 (the “Term Loan B Facility”; and together with the Term Loan A Facilities, the “Term Loan Facilities”), all of which are guaranteed by CSRA’s significant domestic subsidiaries (the “Guarantors”) and are secured by substantially all of the assets of CSRA and the Guarantors. On November 27, 2015, the Tranche A1 Facility of $600,000 and $960,000 of the Tranche A2 Facility were funded in an aggregate amount of $1,560,000 , the proceeds of which were used to fund the Special Dividend and to pay transaction costs. On November 30, 2015, $200,000 of the Revolving Credit Facility, the remainder of the Tranche A2 Facility and all of the Term Loan B Facility were funded in an additional aggregate amount of $1,240,000 , the proceeds of which were used to fund the cash portion of the Merger Consideration to holders of SRA common stock, to repay substantially all of SRA’s existing indebtedness, to pay for additional transaction costs and for general corporate purposes. The Revolving Credit Facility, Tranche A1 Facility, and the Tranche A2 Facility bear interest at an interest rate per annum equal to, at CSRA’s option, either (i) LIBOR plus the applicable margin or (ii) the base rate plus the applicable margin and is payable quarterly. The Term Loan B Facility bears interest at an interest rate per annum, equal to, at CSRA’s option, either (i) LIBOR plus the applicable margin subject to a 0.75% LIBOR floor or (ii) the base rate plus the applicable margin, subject to a 1.75% base rate floor and is payable quarterly. The applicable margins for borrowings under the Revolving Credit Facility and the Term Loan A Facilities vary and are determined based on CSRA’s corporate credit or family rating. The applicable margin for borrowings under the Term Loan B Facility vary and are determined based on the ratio of consolidated total net debt to our consolidated EBITDA. CSRA incurred costs of $56,415 in connection with the issuance of the Revolving Credit Facility and Term Loan Facilities, which are amortized using the effective interest method over the life of the respective loans. Unamortized debt issuance costs related to the Revolving Credit Facility are recorded as a deferred financing asset. Unamortized debt issuance costs related to the Term Loan Facilities are recorded as a direct deduction from the carrying amount of the debt liability. During the period from November 27, 2015 to January 1, 2016, $136 and $858 of costs for the Revolving Credit Facility and Term Loan Facilities, respectively, were amortized and reflected in interest expense in the unaudited Combined Condensed Statement of Operations. Expected maturities of long-term debt, excluding future minimum capital lease payments for years subsequent to January 1, 2016, are as follows: Fiscal Year Amount 2016 $ 80,000 2017 80,000 2018 680,000 2019 80,000 2020 1,367,500 Thereafter 712,500 Total $ 3,000,000 CSRA’s long-term debt facilities contain representations, warranties, and covenants customary for arrangements of these types, as well as customary events of default. CSRA was in compliance with all financial covenants associated with its borrowings as of January 1, 2016. |
Income Taxes
Income Taxes | 9 Months Ended |
Jan. 01, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes CSRA's effective tax rate on income from continuing operations (“ETR”) was 12.1% and 33.2% for the three and nine months ended January 1, 2016, respectively, and 37.4% and 37.3% for the three and nine months ended January 2, 2015, respectively. The lower ETR for the three months ended January 1, 2016 and the nine months ended January 1, 2016 was primarily driven by the tax benefit resulting from the payment of the Special Dividend by CSRA following the Spin-Off. Our Tax Matters Agreement, entered into with CSC in connection with the Spin-Off, states each company’s rights and responsibilities with respect to payment of taxes, tax return filings and control of tax examinations. Except for historic SRA tax liabilities and certain separate state liabilities, we are generally only responsible for taxes allocable to periods (or portions of periods) beginning after the Spin-Off. Prior periods included uncertain tax positions allocated from CSC to CSRA on a stand-alone basis that are not reflected in the post-Spin-Off period. CSRA is currently under examination in several tax jurisdictions. As a result of the Mergers, the tax years that remain subject to examination in certain of CSRA’s major tax jurisdictions are as follows: Jurisdiction: Tax Years that Remain United States—federal 2008 and forward United States—various states 2008 and forward The Internal Revenue Service (“IRS”) is currently examining SRA’s federal income tax return for 2011. The IRS has contested a $136,700 worthless stock deduction of a disposed subsidiary in that period. CSRA believes its tax positions are appropriate and is prepared to defend them vigorously. Furthermore, pursuant to the Merger Agreement, SRA obtained an insurance policy limiting the exposure related to this position. It is reasonably possible that changes to CSRA’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 12 months is not expected to be material. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefit Plans | 9 Months Ended |
Jan. 01, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Post-Retirement Benefit Plans | Pension and Other Post-Retirement Benefit Plans The employees of CSRA and its subsidiaries may participate in employer-sponsored defined benefit and defined contribution plans. CSRA’s defined benefit plans included both pension and other post-retirement benefit (“OPEB”) plans. As discussed in Note 1, on November 27, 2015, CSC completed the Spin-Off of CSRA, including the Computer Sciences GS Business. Prior to the Spin-Off date, the Computer Sciences GS Business recorded the assets, liabilities, and service costs for current employees for the single employer pension and OPEB plans in the unaudited Combined Condensed Financial Statements for the period ended October 2, 2015 and for the months of October and November 2015. For multi-employer plans, the Computer Sciences GS Business recorded the service cost related to their current employees in the unaudited Combined Condensed Financial Statements for the period ended October 2, 2015. Subsequent to the Spin-Off date, all pension and OPEB plans assets, liabilities, and service costs related to current employees were fully absorbed by CSRA. CSRA’s net periodic pension expense for the period ended January 1, 2016 includes service costs incurred in December 2015 of $ 55 associated with certain OPEB plans that were previously excluded in the allocations of expense from CSC for the unaudited Combined Condensed Statements of Operations and Comprehensive Income of Computer Sciences GS Business prior to the Spin-Off. Additionally, due to the Spin-Off, one previously classified multi-employer pension plan and a previously classified multi-employer OPEB plan were remeasured. Additionally, CSRA’s net periodic pension expense for the period ended January 1, 2016 includes the expected return on plan assets of $ 16,604 for the pension plan and $ 467 for the OPEB plan, both of which were previously excluded in the allocations of expense from CSC for the unaudited Combined Condensed Statement of Operations and Comprehensive Income of Computer Sciences GS Business prior to Spin-Off. Estimation of Service and Interest Costs Effective for the fiscal quarter ended January 1, 2016, CSRA changed its method used to estimate the service and interest cost components of net periodic benefit cost for its pension and OPEB plans. The change in estimate will be effective in the fourth quarter of fiscal 2016 for CSRA’s pension and OPEB plans, except for the pension and OPEB plans that CSC remeasured in the current fiscal quarter due to Computer Sciences GS Business separation from CSC. Historically, CSC estimated the service and interest cost components using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. CSRA will now estimate the costs of the service and interest components through a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the net periodic expense to the relevant projected cash flows. The yield curve is composed of the rates of return on several hundred high-quality, fixed income corporate bonds. The full yield curve approach reduces any actuarial gains and losses based upon interest rate expectations, or gains and losses merely resulting from the timing and magnitude of cash outflows associated with our benefit obligations. This change does not affect the measurement of the total defined benefit obligation recorded for the period ended January 1, 2016 or any other period reported. The service cost component relates to the active participants in the plans, so the relevant cash flows on which to apply the yield curve are considerably longer in duration on average than the total projected benefit obligation cash flows, which also include benefit payments to retirees. Interest cost is computed by multiplying each spot rate by the corresponding discounted projected benefit obligation cash flows. CSRA is making this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of service and interest costs. CSRA has determined the change in estimation method is a change in accounting estimate that is inseparable from a change in accounting principle, which is generally accounted for on a prospective basis, except for the pension and OPEB plans remeasured in the current quarter. The more precise application of spot rates has reduced the interest costs for the remeasured pension plan of $ 1,770 , and $ 24 for interest and services costs, respectively, for the remeasured OPEB plan for the period ended January 1, 2016. The spot rate used to determine pension plan interest and services costs was 3.59% . Under CSRA’s prior methodology, interest costs and service costs would have resulted in a weighted-average rate of 3.90% . The spot rates used to determine interest and service costs for the OPEB plan were 3.38% and 4.23% , respectively. Under CSRA’s prior methodology, interest and services costs would each have both resulted in a weighted average rate of 3.77% . Defined Benefit Pension Plans The assets and liabilities for the plans as well as service and interest costs related to current employees are reflected in CSRA unaudited Combined Condensed Financial Statements. The largest U.S. defined benefit pension plan was frozen in fiscal 2010 for most participants. The net periodic pension benefit for CSRA pension plans includes the following components: Net periodic pension costs Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Interest cost $ 9,576 $ 658 $ 10,850 $ 1,975 Expected return on assets (17,668 ) (1,059 ) (19,797 ) (3,177 ) Net periodic pension benefit $ (8,092 ) $ (401 ) $ (8,947 ) $ (1,202 ) The discount rates used to determine net periodic pension cost for the three and nine months ended January 1, 2016 and January 2, 2015 were as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Discount or settlement rates 3.95 % 4.59 % 3.95 % 4.59 % Expected long-term rates of return on assets 7.90 % 7.60 % 7.90 % 7.60 % Discount rate for interest on pension benefit obligation including full yield curve method for remeasured plans 3.60 % — % 3.60 % — % Expected long-term rates of return on assets including full yield curve method for remeasured plans 7.90 % — % 7.90 % — % The following table provides the pension plans’ projected benefit obligations, assets, and a statement of their funded status: As of January 1, 2016 January 2, 2015 Net benefit obligation $ (3,125,162 ) $ (62,886 ) Net plan assets 2,657,163 54,608 Net unfunded status $ (467,999 ) $ (8,278 ) CSRA contributed $694 to the defined benefit pension plans during the three and nine months ended January 1, 2016. CSRA expects no additional contributions during the remainder of fiscal 2016. Defined Benefit Other Post-retirement Benefit Plans The assets and liabilities for the OPEB plans as well as service costs related to current employees are reflected in CSRA unaudited Combined Condensed Financial Statements. CSRA’s financial statements reflect the service costs related to current employees of the business and the assets and liabilities for the plans. CSRA 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 post-retirement benefit costs Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Service cost $ 77 $ 3 $ 140 $ 9 Interest cost 318 148 561 597 Expected return on assets (467 ) — (467 ) — Amortization of prior service benefit (1,857 ) (1,142 ) (3,402 ) (1,125 ) Settlement loss — 1,447 — 1,447 Net periodic (benefit) cost $ (1,929 ) $ 456 $ (3,168 ) $ 928 The weighted-averages of the assumptions used to determine net periodic post-retirement benefit cost for the three and nine months ended January 1, 2016 and January 2, 2015 are as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Discount or settlement rates 3.39 % 4.01 % 3.39 % 4.01 % Discount rate for interest on pension benefit obligation including full yield curve method for remeasured plans 3.38 % — % 3.38 % — % Expected long-term rates of return on assets including full yield curve method for remeasured plans 7.70 % — % 7.70 % — % The following table provides the OPEB plans’ projected benefit obligations, assets, and a statement of their funded status: As of January 1, 2016 January 2, 2015 Net benefit obligation $ (86,627 ) $ (17,403 ) Net plan assets 75,190 — Net unfunded status $ (11,437 ) $ (17,403 ) CSRA contributed $165 and $685 to the other post-retirement benefit plans during the three and nine months ended January 1, 2016, respectively. CSRA expects no additional contributions during the remainder of fiscal 2016. |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Jan. 01, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans Employee Incentives Prior to the Spin-Off, CSC maintained various stock-based compensation plans at a corporate level and other benefit plans at a subsidiary level. The employees of the Computer Sciences GS Business participated in those programs and a portion of the cost of those plans for the periods prior to the Spin-Off is included in the unaudited Combined Condensed Financial Statements for periods prior to the Spin-Off. On November 27, 2015, CSRA became an independent company through CSC’s consummation of the Spin-Off. Historically, CSC had two stock incentive plans under which CSC issued stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”). Some of these awards vested upon separation of CSC and CSRA, some continue to vest in accordance with their original terms, and some converted into a different type of equity award at separation. Additionally, CSRA issued stock in relation to restricted stock awards and stock option replacement awards to employees in connection with the SRA Mergers on November 30, 2015. On December 15, 2015, CSRA granted stock options and PSUs awards to a group of key executives for approximately 202,586 shares that vest ratably over 2 to 4 years as well as 36,360 shares to non-employee directors that vest on the date of the first annual stockholder’s meeting. The closing stock price on the date of the grant used to determine the award fair value was $27.53 . CSRA issues authorized but previously unissued shares upon the exercise of stock options, the granting of restricted stock and the settlement of RSUs and PSUs. As of January 1, 2016, 10,228,126 shares of CSRA common stock were available for the grant of future stock options, RSUs, PSUs or other stock-based incentives to employees of CSRA. Share-Based Compensation Expense For the three and nine months ended January 1, 2016 and January 2, 2015, CSRA recognized share-based compensation expense as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Cost of services $ 2,573 $ 1,774 $ 3,325 $ 5,429 Selling, general and administrative expenses 1,452 2,679 4,809 7,584 Total $ 4,025 $ 4,453 $ 8,134 $ 13,013 Total, net of tax $ 2,446 $ 2,706 $ 4,942 $ 7,907 The share-based compensation listed above included CSRA’s corporate and non-employee director grants and was $ 1,148 and $ 4,132 , respectively, for the three and nine months ended January 1, 2016, and $2,515 and $ 6,943 , respectively, for the three and nine months ended January 2, 2015. Share-based compensation for the third quarter of fiscal 2016 decreased $ 428 compared to the third quarter of fiscal 2015, and $4,879 for the nine-month period ended January 1, 2016 and January 2, 2015 due to the exclusion of allocated share-based compensation expense related to CSC employees under the carve-out methodology. For the nine months ended January 1, 2016 and January 2, 2015, CSRA’s tax benefit realized for deductions from exercising stock options was $2,486 and $4,568 , respectively. |
Stockholder's Equity and Accumu
Stockholder's Equity and Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Jan. 01, 2016 | |
Equity [Abstract] | |
Stockholder's Equity and Accumulated Other Comprehensive Income (Loss) | Stockholder’s Equity and Accumulated Other Comprehensive Income (Loss ) Stock Repurchase Program On November 30, 2015, the Board authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which CSRA, from time to time, purchases shares of its common stock for an aggregate purchase price not to exceed $400,000 . The share repurchases may be executed through various means, including, without limitation, open market transactions, and privately negotiated transactions or otherwise and are in compliance with SEC rules, market conditions and applicable federal and state legal requirements. The timing, volume, and nature of share repurchases are at the discretion of management and the Audit Committee, and may be suspended or discontinued at any time. 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. The shares repurchased are retired immediately and included in the category of authorized but unissued shares. The excess of purchase price over par value of the common shares is allocated between additional paid-in capital and retained earnings. On December 4, 2015, CSRA and Citigroup Global Markets Inc. (“Citigroup”) executed an agreement pursuant to which Citigroup is authorized to make purchases of our common stock on CSRA’s behalf under the plan for an aggregate purchase price not to exceed $50,000 . The agreement with Citigroup was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended to assist CSRA in implementing its previously announced stock purchase plans. During the third quarter and first nine months of fiscal 2016, CSRA repurchased 1,310,122 shares of common stock through open market purchases for an aggregate consideration of $36,830 , at an average price $27.90 per share. At January 1, 2016, CSRA remained authorized to repurchase $363,170 of common stock pursuant to the Share Repurchase Program with an expiration date of March 31, 2019, including $13,170 under the agreement with Citigroup. Accumulated Other Comprehensive Income (Loss) The following tables show the activity in the components of other comprehensive income (loss) and reclassification adjustments for the three and nine months ended January 1, 2016 and January 2, 2015, respectively. Accumulated other comprehensive income (loss) activity was as follows: For the Three Months Ended January 1, 2016 Foreign currency translation adjustments $ 2,305 Transfer of prior service cost due to Spin-Off, net of tax (1) 31,139 Amortization of prior service credit, net of tax (2) (1,158 ) Total other comprehensive income $ 32,286 (1) Transfer of prior service cost due to Spin-Off includes $(18,984) of tax. (2) Amortization of prior service credit includes $704 of tax. For the Three Months Ended January 2, 2015 Foreign currency translation adjustments $ (478 ) Prior service cost 7,036 Amortization of prior service credit (1,142 ) Total other comprehensive income $ 5,416 For the Nine Months Ended January 1, 2016 Foreign currency translation adjustments $ 1,849 Transfer of prior service cost due to Spin-Off, net of tax (1) 31,139 Amortization of prior service credit, net of tax (2) (2,706 ) Total other comprehensive income $ 30,282 (1) Transfer of prior service cost due to Spin-Off includes $(18,984) of tax. (2) Amortization of prior service credit includes $704 of tax. For the Nine Months Ended January 2, 2015 Foreign currency translation adjustments $ (787 ) Prior service cost 7,036 Amortization of prior service credit (1,125 ) Total other comprehensive income $ 5,124 The following tables show the changes in Accumulated other comprehensive (loss) income for the three months ended January 1, 2016 and January 2, 2015, respectively: Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of October 2, 2015 $ (2,733 ) $ 324 $ (2,409 ) Current-period other comprehensive income (loss) 2,305 — 2,305 Amounts reclassified from accumulated other comprehensive income (loss), net of noncontrolling interests and tax — (1,158 ) (1,158 ) Effect of Spin-Off, net of tax 31,139 31,139 Balance as of January 1, 2016 $ (428 ) $ 30,305 $ 29,877 Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of October 3, 2014 $ (917 ) $ (122 ) $ (1,039 ) Current-period other comprehensive (loss) income (478 ) 7,037 6,559 Amounts reclassified from accumulated other comprehensive loss, net of noncontrolling interests — (1,143 ) (1,143 ) Balance as of January 2, 2015 $ (1,395 ) $ 5,772 $ 4,377 The following tables show the changes in Accumulated other comprehensive (loss) income for the nine months ended January 1, 2016 and January 2, 2015, respectively: Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of April 3, 2015 $ (2,277 ) $ 1,872 $ (405 ) Current-period other comprehensive income (loss) 1,849 — 1,849 Amounts reclassified from accumulated other comprehensive income (loss), net of noncontrolling interests and tax — (2,706 ) (2,706 ) Effect of Spin-Off, net of tax 31,139 31,139 Balance as of January 1, 2016 $ (428 ) $ 30,305 $ 29,877 Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of March 28, 2014 $ (608 ) $ (135 ) $ (743 ) Current-period other comprehensive (loss) income (787 ) 7,036 6,249 Amounts reclassified from accumulated other comprehensive loss, net of noncontrolling interests — (1,129 ) (1,129 ) Balance as of January 2, 2015 $ (1,395 ) $ 5,772 $ 4,377 |
Cash Flows
Cash Flows | 9 Months Ended |
Jan. 01, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flows | Cash Flows Cash payments for interest on indebtedness and cash payments for taxes on income are as follows: Nine Months Ended Supplemental cash flow information: January 1, 2016 January 2, 2015 Cash paid for taxes prior to Spin-Off $ 91,265 $ 122,243 Cash received for taxes after Spin-Off $ (6,372 ) $ — Cash paid for interest $ 22,837 $ 16,888 Non-cash investing and financing activities include the following: Nine Months Ended Supplemental schedule of non-cash activities January 1, 2016 January 2, 2015 Capital expenditures in accounts payable and accrued expenses $ 14,206 $ 8,337 Capital expenditures through capital lease obligations $ 685 $ 301 Deferred tax liability $ 210,443 $ — Non-cash transfers related to Spin-Off $ (474,747 ) $ — Non-cash transactions related to Mergers $ (11,316 ) $ — Non-cash equity consideration issued, net of shares held for taxes for SRA Shareholders $ (767,675 ) $ — Transfers of remaining net parent investment to additional paid-in capital $ 571,475 $ — Non-cash investing activities for the quarter ended January 1, 2016 included the non-cash effects of the SRA consideration of $778,991 . This balance was based on the total shares issued of 25,170,564 . 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. |
Segment Information
Segment Information | 9 Months Ended |
Jan. 01, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Following the Mergers, CSRA’s reportable segments are as follows: • Defense and Intelligence—The Defense and Intelligence segment provides services to the Department of Defense (“DoD”), National Security Agency, branches of the Armed Forces and other DoD and Intelligence agencies. • Civil—The Civil segment provides services to various federal agencies within the Department of Homeland Security, Department of Health and Human Services and other federal civil agencies, as well as various state and local government agencies. The following table summarizes operating results by reportable segment: Defense and Intelligence Civil Total Segment Corporate (1) Total As of January 1, 2016 Total Assets $ 1,542,732 $ 1,684,288 $ 3,227,020 $ 1,710,457 $ 4,937,477 Three Months Ended January 1, 2016 Revenues $ 483,301 $ 549,011 $ 1,032,312 $ — $ 1,032,312 Operating Income (Loss) 62,045 68,631 130,676 (19 ) 130,657 Depreciation and Amortization Expense 26,504 18,806 45,310 — 45,310 Nine Months Ended January 1, 2016 Revenues $ 1,489,450 $ 1,470,847 $ 2,960,297 $ — $ 2,960,297 Operating Income (Loss) 196,472 206,672 403,144 (77 ) 403,067 Depreciation and Amortization Expense 71,840 41,136 112,976 — 112,976 As of April 3, 2015 Total Assets $ 1,330,761 $ 830,413 $ 2,161,174 $ 108 $ 2,161,282 Three Months Ended January 2, 2015 Revenues $ 508,528 $ 490,505 $ 999,033 $ — $ 999,033 Operating Income (Loss) 65,768 60,363 126,131 (21 ) 126,110 Depreciation and Amortization Expense 21,781 11,444 33,225 — 33,225 Nine Months Ended January 2, 2015 Revenues $ 1,596,641 $ 1,471,987 $ 3,068,628 $ — $ 3,068,628 Operating Income (Loss) 188,248 220,277 408,525 (141 ) 408,384 Depreciation and Amortization Expense 71,202 33,070 104,272 — 104,272 (1) Total assets allocated to the Corporate Segment consist of the following: (1) $1,552,678 related to goodwill acquired but not yet allocated to reportable segments, (2) $112,087 of cash, and (3) $45,692 of net Property, Plant, and Equipment. Operating segment income provides useful information to CSRA’s management for assessment of CSRA’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 Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Operating income $ 130,657 $ 126,110 $ 403,067 $ 408,384 Pension and OPEB plans actuarial losses and pension settlement losses — (9,341 ) — (9,341 ) Corporate G&A (10,395 ) (19,593 ) (39,159 ) (49,917 ) Separation and merger costs (43,694 ) — (99,979 ) — Interest expense, net (13,646 ) (5,354 ) (24,599 ) (16,563 ) Other (expense) income, net (4,397 ) (1,276 ) 16,688 (3,641 ) Income from continuing operations before taxes $ 58,525 $ 90,546 $ 256,018 $ 328,922 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jan. 01, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments In the normal course of business, CSRA may provide certain non-federal government customers with financial performance guarantees which may take the form of stand-by letters of credit or surety bonds. In general, CSRA would only be liable for the amounts of a guarantee in the event of CSRA’s uncured default under the contract for which the performance guarantee was issued. As of January 1, 2016, CSRA held contracts and one contract-related lease under which there were $49,576 of outstanding letters of credit and other performance guarantees, with $76 expiring in fiscal 2016 and the rest expiring in fiscal 2017. The performance guarantees, including the letters of credit and surety bonds, will be transferred from CSC to CSRA in the fourth quarter. Additionally, on January 1, 2016, there was a $ 600 bond held by CSC and related to CSC and CSRA employees in Rhode Island. A determination of CSRA’s portion, if any, will be made in the fourth quarter. CSRA 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). CSRA’s indemnification of its licensees relates to costs arising from court awards, negotiated settlements and the related legal and internal costs of those licensees. CSRA maintains the right, at its own cost, to modify or replace software in order to eliminate any infringement. Historically, CSRA has not incurred any significant costs related to licensee software indemnifications. Contingencies In accordance with ASC 450, “Contingencies” (“ASC 450”) matters are described below due to their relevance to CSRA and/or because they were assumed by the Computer Sciences GS Business from CSC in connection with the Spin-Off. CSRA 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 CSRA could face penalties, fines, compensatory damages and suspension or debarment from doing business with governmental agencies. In addition, CSRA could suffer serious reputational harm if allegations of impropriety were made against CSRA. Adverse findings could also have a material adverse effect on CSRA’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 contractor billing practices, labor charging and accounting for unallowable costs and the thoroughness of government audits. CSRA’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. The DCAA has not completed audits of SRA’s incurred cost submissions for fiscal 2009 and subsequent fiscal years. SRA has recorded financial results subsequent to fiscal 2008 based upon costs that SRA believes will be approved upon final audit or review. If incurred cost audits result in adverse findings that exceed SRA’s estimates, it may have an adverse effect on our financial position, results of operations or cash flows. As of January 1, 2016, CSRA recorded a liability of $12,330 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-Spin-Off and post-Spin-Off audits or reviews. In connection with the sale of ATD in fiscal 2014, CSC 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 CSC 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 federal Cost Accounting Standard 413, whereby contractors may recover such costs from the government plus interest, will be reimbursed to CSC. 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 CSC, 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 CSC’s funding advance obligation net of subsequent expected recoveries was recorded by the Computer Sciences GS Business prior to the separation. As part of the separation, CSC and CSRA agreed that CSC would transfer all rights, title and interest of the agreement with the purchaser of ATD to CSRA and that CSRA would assume all terms of the agreement and the responsibility to make certain payments that would otherwise be the responsibility of CSC. Unless otherwise noted, CSRA 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, CSC’s Motion to Transfer Venue was denied in February 2015. On September 28, 2015, plaintiffs filed an amended complaint, which added claims under Missouri and North Carolina wage and hour laws. The relief sought by Plaintiffs includes unpaid overtime compensation, liquidated damages, pre- and post-judgment interest, damages in the amount of twice the unpaid overtime wages due, and civil penalties. If a liability is ultimately incurred as a result of these claims, CSRA would pay a portion to CSC pursuant to an indemnity obligation. CSC and CSRA both maintain the position that system administrators have the job duties, responsibilities, and salaries of exempt employees and are properly classified as exempt from overtime compensation requirements. 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. On June 9, 2015, the Court entered an order granting the plaintiffs’ motion for conditional certification under the FLSA of a class of system administrators. The conditionally certified FLSA and putative state classes include approximately 1,285 system administrators, of whom 407 are employed by CSRA and the remainder 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. CSRA’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 and applicable state laws. The parties have been conducting discussions through a mediator to explore potential settlement scenarios. The next stage in the litigation will be a motion for class certification, which is currently due from plaintiffs in May 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 Form 1s, 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 CSRA would litigate 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 CSRA 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 CSRA 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 claim involving HRI, a former wholly-owned subsidiary of DynCorp, in Lawrenceville, New Jersey. CSRA does not anticipate any material adverse effect on its financial position, results of operations and cash flows from these indemnities. CSRA 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. CSRA believes it has appropriately recognized liabilities for any such matters. In addition to the matters noted above, CSRA 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, CSRA, in accordance with the applicable reporting requirements, provides disclosure of such matters for which the likelihood of material loss is at least reasonably possible. CSRA 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. CSRA also considered the requirements regarding estimates used in the disclosure of contingencies under ASC Subtopic 275-10, “Risks and Uncertainties”. Based on that guidance, CSRA determined that supplemental accrual and disclosure was not required for a change in estimate that involves contingencies because CSRA determined that it was not reasonably possible that a change in estimate will occur in the near term. CSRA 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, 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 $80,000 . 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. However, on September 14, 2015, the State orally advised CSC 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 CSC 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 CSC arising from a default termination for reprocurement costs would be appealable by CSC 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, CSC believes such a claim would be meritless and unsupported by the facts. CSRA challenged the legal basis of the State’s termination for default in a Claim for $83,000 filed with the State on December 14, 2015. The Claim subsumes the quantum of the prior claims and seeks to convert the termination to a convenience termination. The State has not rendered a decision on the latest claim; however, if it is denied, CSRA will appeal through litigation at the State Board. On December 22, 2015, the State filed a Motion to Dismiss CSC’s Claim #1 with the State Board. CSC responded to the State’s Motion to Dismiss on January 19, 2016. As set forth in CSC’s extensive brief, the four arguments made in the State’s Motion are based on an incomplete and flawed discussion of the Contract and the factual record. When all of the material parts of the Contract and record are considered, CSRA believes that CSC is entitled to prevail on all of the issues raised by the Department's motion. As CSC proceeds with the claims litigation, CSC expects to consolidate all of its claims against the State with any State claim arising from the default termination. CSRA 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 CSRA. Management has evaluated the recoverability of assets related to this contract in light of these developments and concluded that no adjustments to its financial statements are required. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jan. 01, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Stock Repurchase Program CSRA repurchased an additional 308,007 shares of common stock subsequent to the end of the quarter through open market purchases for an aggregate consideration of $8,687 , at an average price of $28.27 per share. CSRA paid $ 4,481 during the fourth quarter of fiscal 2016 for 150,000 shares repurchased during the third quarter of fiscal 2016 that had not settled in cash by January 1, 2016. As of January 11, 2016, CSRA had repurchased shares of common stock for an aggregate purchase price of $50,000 , or the maximum aggregate purchase price of shares authorized pursuant to the agreement with Citigroup. CSRA has remaining authorization to repurchase $350,000 of common stock as of February 10, 2016 pursuant to its Share Repurchase Program. Dividend Declared On November 30, 2015, CSRA announced that its Board of Directors had declared a quarterly cash dividend of $0.10 per share. The total qualifying shares were 162,517,019 shares with a total dividend payout of $16,252 . Payment of the dividend was made on January 26, 2016 to CSRA stockholders of record at the close of business on January 5, 2016. |
Description of the Business, 23
Description of the Business, Basis of Presentation and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Jan. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying combined condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim period unaudited Combined Condensed Financial Statements as of and for the three and nine months ended January 1, 2016 and January 2, 2015 include the combined consolidated accounts of CSRA and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. Certain information and disclosures normally required for annual financial statements have been condensed or omitted pursuant to SEC rules and regulations. The unaudited Combined Condensed Financial Statements as of and for the three and nine months ended January 1, 2016 and January 2, 2015 should be read in conjunction with the audited Combined Financial Statements and the combined notes included in the 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. Prior to the Spin-Off, the Computer Sciences GS Business consisted of the business of CSC’s North American Public Sector segment and did not operate as a separate, stand-alone entity, rather, it operated as part of CSC prior to the Spin-Off and its financial position and the related results of operations, cash flows and changes in parent equity were 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 unaudited Combined Condensed Financial Statements and notes of CSRA include CSRA, its subsidiaries, and the joint ventures and partnerships over which CSRA (or the Computer Sciences GS Business for periods prior to the Spin-Off) has a controlling financial interest. CSRA (or the Computer Sciences GS Business for periods prior to the Spin-Off) uses the equity method to account for investments in entities that it does not control if it is otherwise able to exert significant influence over the entities’ operating and financial policies. The accompanying Combined Condensed Financial Statements for the period prior to the Spin-Off are prepared on a carved-out and combined basis from the consolidated financial statements of the Computer Sciences GS Business of CSC as the Computer Sciences GS Business was not a separate consolidated entity prior to the Spin-Off. Such carved-out and combined amounts were determined using the historical results of operations and carrying amounts of the assets and liabilities transferred to the Computer Sciences GS Business. CSC’s cash was not assigned to CSRA or the Computer Sciences GS Business for any of the periods presented prior to the Spin-Off because those cash balances are not directly attributable to the Computer Sciences GS Business or CSRA. For periods prior to the Spin-Off, the Computer Sciences GS Business reflected transfers of cash to and from CSC’s cash management system as a component of Net Parent Investment on the unaudited Combined Condensed Balance Sheets. CSC’s long-term debt has not been attributed to CSRA or the Computer Sciences GS Business for any of the periods presented because CSC’s borrowings are neither directly attributable to CSRA nor is CSRA (or the Computer Sciences GS Business for periods prior to the Spin-Off) the legal obligor of such borrowings. All intercompany transactions of CSRA have been eliminated in consolidation and combination. Related party transactions between CSRA and CSC or the Computer Sciences GS Business and other businesses of CSC are reflected as related party transactions (see Note 2). For periods prior to the Spin-Off, 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 had 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 considered 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, stand-alone entity for the periods presented. Prior to the Spin-Off, CSC maintained 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 participated in those plans and a portion of the cost of those plans for the periods prior to the Spin-Off is included in the unaudited Combined Condensed Financial Statements for periods prior to the Spin-Off. However, the unaudited Combined Condensed Balance Sheets do not include any net benefit plan obligations unless the benefit plan covered only the Computer Sciences GS Business's active, retired and other former employees or any expense related to shareÂ-based compensation plans. See Notes 10 and 11 to the unaudited Combined Condensed Financial Statements for a further description of the accounting for our benefit plans and share-based compensation, respectively. During the three months ended January 1, 2016, CSRA changed the method used to estimate the interest and service cost components of net periodic cost for its post-retirement benefit plans. See Note 10 for a discussion of this change. In the unaudited Combined Condensed Statements of Cash Flows for the nine months ended January 1, 2016, CSRA changed its practice to present the required disclosure of amounts of interest (net of amounts capitalized) and income taxes paid during the period from within that statement to the Notes to the Combined Condensed Financial Statements. The change was made to expand the amount of useful supplemental disclosure associated with the operating and financing activities of CSRA during the period. See Note 13 for such additional supplemental disclosure. CSRA 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. For accounting purposes, the unaudited Combined Condensed Financial Statements reflects the financial results of SRA from the date of the Merger to December 31, 2015 combined with the Computer Sciences GS Business for the three and nine months ended January 1, 2016. |
Use of Estimates | Use of Estimates GAAP requires management to make estimates and assumptions that affect certain amounts reported in the Combined Condensed Financial Statements and accompanying notes. These estimates are based on management’s best knowledge of historical experience, current events and on various other assumptions that management considers reasonable under the circumstances. Actual results could differ from those estimates. Amounts subject to significant judgment and estimates include, but are not limited to, costs to complete long-term contracts, cash flows used in the evaluation of impairment of goodwill and other long-lived intangible assets, certain deferred costs, collectability of receivables, reserves for tax benefits and valuation allowances on deferred tax assets, loss accruals for litigation, and inputs used for computing stock-based compensation and pension related liabilities. |
New Accounting Standards | New Accounting Standards During the nine months ended January 1, 2016, CSRA adopted the following Accounting Standard Updates (“ASUs”): In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). 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, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. As permitted, CSRA early adopted ASU 2015-17, effective for the period ended January 1, 2016 and applied it retrospectively to all periods presented. The impact of the early adoption of ASU 2015-17 on balances previously reported as of April 3, 2015 was a reclassification of $89,608 from Current deferred income tax liabilities to Noncurrent deferred income tax liabilities in the Combined Condensed Balance Sheet. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), “Simplifying the Accounting for Measurement Period Adjustments” (“ASU 2015-16”) . 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. ASU 2015-16 requires 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. Early adoption is permitted for any interim or annual financial statements that have not been issued; accordingly, CSRA early adopted ASU 2015-16 effective for the period ended January 1, 2016 and will apply ASU 2015-16 to future adjustments to provisional amounts. Early adoption of ASU 2015-16 did not have a material impact on CSRA’s Combined Condensed Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts and premiums. Amortization of the costs will continue to be reported as interest expense. Subsequently, in August 2015, the FASB issued ASU No. 2015-15 “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”), which incorporates the SEC staff’s announcement that clarifies the exclusion of line-of-credit arrangements from the scope of ASU 2015-03. The ASU clarifies that debt issuance costs related to line-of-credit arrangements can be deferred and presented as an asset that is subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of ASU 2015-03 is effective retrospectively for annual periods beginning after December 15, 2015 and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued. The adoption of ASU 2015-15 is effective upon adoption of ASU 2015-03. As permitted, CSRA early adopted ASU 2015-03 and ASU 2015-15 effective for the period ended January 1, 2016, which did not have a material impact on CSRA's Combined Condensed Financial Statements. 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 Accounting Standards Codification (“ASC”) 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. 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 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 CSRA's Combined Condensed Financial Statements. Standards Issued But Not Yet Effective The following ASUs were recently issued but have not yet been adopted by CSRA: 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 (“ASC 605”) and some cost guidance included in 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 CSRA expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable users of CSRA's financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. CSRA 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. ASU 2014-09 provides two methods of retrospective application. The first method would require CSRA to apply ASU 2014-09 to each prior reporting period presented. The second method would require CSRA to retrospectively apply ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. CSRA expects that ASU 2014-09 will be effective for CSRA 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. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. CSRA is currently evaluating the impact that the adoption of ASUs 2014-09 and 2015-14 may have on CSRA's Combined Condensed Financial Statements. Other recently issued ASUs effective after January 1, 2016 are not expected to have a material effect on CSRA’s Combined Condensed Financial Statements. |
Description of the Business, 24
Description of the Business, Basis of Presentation and Recent Accounting Pronouncements (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Change in Accounting Estimate | CSRA’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 nine months ended January 1, 2016 and January 2, 2015: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Gross favorable $ 20,361 $ 24,558 $ 64,784 $ 82,352 Gross unfavorable (1,523 ) (6,001 ) (6,819 ) (14,734 ) Total net adjustments, before taxes and noncontrolling interests $ 18,838 $ 18,557 $ 57,965 $ 67,618 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Business Combinations [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table reflects the preliminary fair values of assets acquired and liabilities assumed as of November 30, 2015: Preliminary allocation: Cash, accounts receivable and other current assets $ 304,813 PPE and other long-term assets 32,997 Intangibles—customer relationships, backlog and other intangibles assets 890,500 Accounts payable and other current liabilities (195,863 ) Other long-term liabilities (33,273 ) Deferred tax liabilities (252,277 ) Total identified net assets acquired 746,897 Goodwill 1,552,678 Estimated total purchase consideration $ 2,299,575 |
Pro Forma Information | The following unaudited pro forma financial information presents results as if the Spin-Off and the Mergers and the related financing had occurred on March 29, 2014. The historical consolidated financial information of CSRA 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 consolidated financial information of SRA includes merger and integration costs that are not expected to recur and impact the combined results over the long-term. 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 March 29, 2014, nor is it necessarily an indication of future operating results. Three Months Ended January 1, 2016 CSRA Three Months Ended January 1, 2016 (a) Historical SRA October 1 - November 30, 2015 Effects of (b) Effects of (c) Pro Forma for Spin-Off and Merger Revenue $ 1,032,312 $ 239,782 $ — $ (395 ) $ 1,271,699 Income (loss) from continuing operations attributable to CSRA Shareholders 48,442 (37,263 ) 32,734 55,276 99,189 Income per common share: Basic $ 0.30 $ 0.61 (a) Revenue and Income (Loss) from continuing operations attributable to CSRA Shareholders from the SRA business includes $116,858 and $(122), respectively, for the period of December 1 through 31, 2015. Three Months Ended January 2, 2015 Historical Computer Sciences GS Three Months Ended January 2, 2015 Historical SRA Three Months Ended December 31, 2014 Effects of Spin-Off Effects of Merger Pro Forma for Spin-Off and Merger Revenue $ 999,033 $ 342,018 $ — $ (720 ) $ 1,340,331 Income (loss) from continuing operations attributable to Parent 55,426 (6,043 ) (250,540 ) (154 ) (201,311 ) Income (loss) per common share: Basic $ 0.40 $ (1.23 ) Nine Months Ended January 1, 2016 CSRA Nine Months Ended January 1, 2016 (a) Historical SRA October 1- November 30, 2015 Effects of (b) Effects of (c) Pro Forma for Spin-Off and Merger Revenue $ 2,960,297 $ 949,661 $ — $ (1,844 ) $ 3,908,114 Income (loss) from continuing operations attributable to CSRA Shareholders 159,008 (40,289 ) 79,451 78,865 277,035 Income per common share: Basic $ 0.98 $ 1.71 (a) Revenue and Income (Loss) from continuing operations attributable to CSRA Shareholders from the SRA business includes $116,858 and $(122), respectively, for the period of December 1 through 31, 2015. (c) Income from continuing operations effected for the Merger excludes $53,609 of non-recurring costs incurred to give effect to the merger of SRA and CSRA. Nine Months Ended January 2, 2015 Historical Computer Sciences GS Nine Months Ended January 2, 2015 Historical SRA April 1- November 30, 2014 Effects of Spin-Off Effects of Merger Pro Forma for Spin-Off and Merger Revenue $ 3,068,628 $ 1,027,530 $ — $ (2,211 ) $ 4,093,947 Income (loss) from continuing operations attributable to Parent 195,749 (13,367 ) (244,499 ) 2,506 (59,611 ) Income (loss) per common share: Basic $ 1.41 $ (0.36 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Basic earnings per common share (“EPS”) and diluted EPS are calculated as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Net income: From continuing operations $ 51,432 $ 56,646 $ 171,127 $ 206,226 Less: discontinued operations — (288 ) — (1,711 ) Less: Net income attributable to noncontrolling interests 2,990 1,220 12,119 10,477 Net income attributable to CSRA common stockholders $ 48,442 $ 55,138 $ 159,008 $ 194,038 Common share information: Common shares outstanding for basic EPS 161,602 139,128 161,602 139,128 Dilutive effect of stock options and equity awards 3,074 — 3,074 — Weighted average number of common shares outstanding—diluted (1) 164,676 139,128 164,676 139,128 (1) Calculated based on number of days the shares were outstanding after the Spin-Off and during which CSRA operated as a separate standalone entity for the three and nine months ended January 1, 2016. Earnings (loss) per share—basic and diluted: Basic EPS: Continuing operations $ 0.30 $ 0.40 $ 0.98 $ 1.39 Discontinued operations — — — (0.01 ) Total $ 0.30 $ 0.40 $ 0.98 $ 1.38 Diluted EPS: Continuing operations $ 0.29 $ 0.40 $ 0.97 $ 1.39 Discontinued operations — — — (0.01 ) Total $ 0.29 $ 0.40 $ 0.97 $ 1.38 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
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 nine months ended January 1, 2016: Defense and Intelligence Civil Total Balance as of April 3, 2015 $ 491,397 $ 311,185 $ 802,582 Welkin Divestiture (1) (10,717 ) — (10,717 ) Tenacity Solutions Acquisition Working Capital Adjustment (86 ) — (86 ) Acquisition of SRA (2) — — 1,552,678 Balance as of January 1, 2016 $ 480,594 $ 311,185 $ 2,344,457 (1) The fiscal 2016 deduction to goodwill is due to the first quarter Welkin divestiture described in Note 3. (2) Due to the timing of the Mergers, as of January 1, 2016, CSRA has not been able to complete the process to finalize the assignment of acquired goodwill to the appropriate reporting units of CSRA in order to disclose acquired goodwill by reportable segment. |
Schedule of Amortizing Intangible assets | Purchased and internally developed software (for both external and internal use), net of accumulated amortization, consisted of the following: As of January 1, 2016 April 3, 2015 Purchased software $ 37,536 $ 30,864 Internally developed software for external use 1,233 2,950 Internally developed software for internal use — 1,447 Total software $ 38,769 $ 35,261 A summary of amortizable intangible assets is as follows: As of January 1, 2016 Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related intangibles $ 953,450 $ (118,441 ) $ 835,009 Acquired backlog 65,200 (5,433 ) 59,767 Other intangible assets 51,370 (43,347 ) 8,023 Software 131,799 (93,030 ) 38,769 Total intangible assets $ 1,201,819 $ (260,251 ) $ 941,568 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 |
Accrued Expenses and Other Cu28
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: As of January 1, 2016 April 3, 2015 Accrued contract costs $ 239,164 $ 212,155 Deferred revenue 139,806 174,022 Accrued expenses 79,627 45,164 Other 9,925 9,265 Total $ 468,522 $ 440,606 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following is a summary of CSRA’s debt as of January 1, 2016 and April 3, 2015: January 1, 2016 April 3, 2015 Revolving credit facility, due November 2020 $ 200,000 $ — Tranche A1 facility, due November 2018 600,000 — Tranche A2 facility, due November 2020 1,450,000 — Term Loan B facility, due November 2022 750,000 — Capitalized lease liability 139,799 151,284 Total debt 3,139,799 151,284 Less: unamortized debt issuance costs (48,094 ) — Less: current portion of long-term debt (107,871 ) (21,351 ) Total long-term debt, net of current maturities (1) $ 2,983,834 $ 129,933 (1) As of January 1, 2016, the fair value of the Company’s debt, based on recent trading activity, approximated carrying value. |
Schedule of Maturities of Long-term Debt | Expected maturities of long-term debt, excluding future minimum capital lease payments for years subsequent to January 1, 2016, are as follows: Fiscal Year Amount 2016 $ 80,000 2017 80,000 2018 680,000 2019 80,000 2020 1,367,500 Thereafter 712,500 Total $ 3,000,000 |
Pension and Other Post-Retire30
Pension and Other Post-Retirement Benefit Plans (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The net periodic pension benefit for CSRA pension plans includes the following components: Net periodic pension costs Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Interest cost $ 9,576 $ 658 $ 10,850 $ 1,975 Expected return on assets (17,668 ) (1,059 ) (19,797 ) (3,177 ) Net periodic pension benefit $ (8,092 ) $ (401 ) $ (8,947 ) $ (1,202 ) Net periodic post-retirement benefit costs Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Service cost $ 77 $ 3 $ 140 $ 9 Interest cost 318 148 561 597 Expected return on assets (467 ) — (467 ) — Amortization of prior service benefit (1,857 ) (1,142 ) (3,402 ) (1,125 ) Settlement loss — 1,447 — 1,447 Net periodic (benefit) cost $ (1,929 ) $ 456 $ (3,168 ) $ 928 |
Schedule of Assumptions Used to Determine Net Periodic Pension Cost | The weighted-averages of the assumptions used to determine net periodic post-retirement benefit cost for the three and nine months ended January 1, 2016 and January 2, 2015 are as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Discount or settlement rates 3.39 % 4.01 % 3.39 % 4.01 % Discount rate for interest on pension benefit obligation including full yield curve method for remeasured plans 3.38 % — % 3.38 % — % Expected long-term rates of return on assets including full yield curve method for remeasured plans 7.70 % — % 7.70 % — % The discount rates used to determine net periodic pension cost for the three and nine months ended January 1, 2016 and January 2, 2015 were as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Discount or settlement rates 3.95 % 4.59 % 3.95 % 4.59 % Expected long-term rates of return on assets 7.90 % 7.60 % 7.90 % 7.60 % Discount rate for interest on pension benefit obligation including full yield curve method for remeasured plans 3.60 % — % 3.60 % — % Expected long-term rates of return on assets including full yield curve method for remeasured plans 7.90 % — % 7.90 % — % |
Schedule of Projected Benefit Obligations, Assets, and Plans' Funded Status | The following table provides the OPEB plans’ projected benefit obligations, assets, and a statement of their funded status: As of January 1, 2016 January 2, 2015 Net benefit obligation $ (86,627 ) $ (17,403 ) Net plan assets 75,190 — Net unfunded status $ (11,437 ) $ (17,403 ) The following table provides the pension plans’ projected benefit obligations, assets, and a statement of their funded status: As of January 1, 2016 January 2, 2015 Net benefit obligation $ (3,125,162 ) $ (62,886 ) Net plan assets 2,657,163 54,608 Net unfunded status $ (467,999 ) $ (8,278 ) |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
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 nine months ended January 1, 2016 and January 2, 2015, CSRA recognized share-based compensation expense as follows: Three Months Ended Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Cost of services $ 2,573 $ 1,774 $ 3,325 $ 5,429 Selling, general and administrative expenses 1,452 2,679 4,809 7,584 Total $ 4,025 $ 4,453 $ 8,134 $ 13,013 Total, net of tax $ 2,446 $ 2,706 $ 4,942 $ 7,907 |
Stockholder's Equity and Accu32
Stockholder's Equity and Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables show the activity in the components of other comprehensive income (loss) and reclassification adjustments for the three and nine months ended January 1, 2016 and January 2, 2015, respectively. Accumulated other comprehensive income (loss) activity was as follows: For the Three Months Ended January 1, 2016 Foreign currency translation adjustments $ 2,305 Transfer of prior service cost due to Spin-Off, net of tax (1) 31,139 Amortization of prior service credit, net of tax (2) (1,158 ) Total other comprehensive income $ 32,286 (1) Transfer of prior service cost due to Spin-Off includes $(18,984) of tax. (2) Amortization of prior service credit includes $704 of tax. For the Three Months Ended January 2, 2015 Foreign currency translation adjustments $ (478 ) Prior service cost 7,036 Amortization of prior service credit (1,142 ) Total other comprehensive income $ 5,416 For the Nine Months Ended January 1, 2016 Foreign currency translation adjustments $ 1,849 Transfer of prior service cost due to Spin-Off, net of tax (1) 31,139 Amortization of prior service credit, net of tax (2) (2,706 ) Total other comprehensive income $ 30,282 (1) Transfer of prior service cost due to Spin-Off includes $(18,984) of tax. (2) Amortization of prior service credit includes $704 of tax. For the Nine Months Ended January 2, 2015 Foreign currency translation adjustments $ (787 ) Prior service cost 7,036 Amortization of prior service credit (1,125 ) Total other comprehensive income $ 5,124 |
Reclassification Out of Accumulated Other Comprehensive Income (Loss) | The following tables show the changes in Accumulated other comprehensive (loss) income for the three months ended January 1, 2016 and January 2, 2015, respectively: Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of October 2, 2015 $ (2,733 ) $ 324 $ (2,409 ) Current-period other comprehensive income (loss) 2,305 — 2,305 Amounts reclassified from accumulated other comprehensive income (loss), net of noncontrolling interests and tax — (1,158 ) (1,158 ) Effect of Spin-Off, net of tax 31,139 31,139 Balance as of January 1, 2016 $ (428 ) $ 30,305 $ 29,877 Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of October 3, 2014 $ (917 ) $ (122 ) $ (1,039 ) Current-period other comprehensive (loss) income (478 ) 7,037 6,559 Amounts reclassified from accumulated other comprehensive loss, net of noncontrolling interests — (1,143 ) (1,143 ) Balance as of January 2, 2015 $ (1,395 ) $ 5,772 $ 4,377 The following tables show the changes in Accumulated other comprehensive (loss) income for the nine months ended January 1, 2016 and January 2, 2015, respectively: Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of April 3, 2015 $ (2,277 ) $ 1,872 $ (405 ) Current-period other comprehensive income (loss) 1,849 — 1,849 Amounts reclassified from accumulated other comprehensive income (loss), net of noncontrolling interests and tax — (2,706 ) (2,706 ) Effect of Spin-Off, net of tax 31,139 31,139 Balance as of January 1, 2016 $ (428 ) $ 30,305 $ 29,877 Foreign Currency Translation Adjustments Pension and Other Post-retirement Benefit Plans Accumulated Other Comprehensive (Loss) Income Balance as of March 28, 2014 $ (608 ) $ (135 ) $ (743 ) Current-period other comprehensive (loss) income (787 ) 7,036 6,249 Amounts reclassified from accumulated other comprehensive loss, net of noncontrolling interests — (1,129 ) (1,129 ) Balance as of January 2, 2015 $ (1,395 ) $ 5,772 $ 4,377 |
Cash Flows (Tables)
Cash Flows (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Cash payments for interest on indebtedness and cash payments for taxes on income are as follows: Nine Months Ended Supplemental cash flow information: January 1, 2016 January 2, 2015 Cash paid for taxes prior to Spin-Off $ 91,265 $ 122,243 Cash received for taxes after Spin-Off $ (6,372 ) $ — Cash paid for interest $ 22,837 $ 16,888 Non-cash investing and financing activities include the following: Nine Months Ended Supplemental schedule of non-cash activities January 1, 2016 January 2, 2015 Capital expenditures in accounts payable and accrued expenses $ 14,206 $ 8,337 Capital expenditures through capital lease obligations $ 685 $ 301 Deferred tax liability $ 210,443 $ — Non-cash transfers related to Spin-Off $ (474,747 ) $ — Non-cash transactions related to Mergers $ (11,316 ) $ — Non-cash equity consideration issued, net of shares held for taxes for SRA Shareholders $ (767,675 ) $ — Transfers of remaining net parent investment to additional paid-in capital $ 571,475 $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jan. 01, 2016 | |
Segment Reporting [Abstract] | |
Operating Results by Reportable Segment | The following table summarizes operating results by reportable segment: Defense and Intelligence Civil Total Segment Corporate (1) Total As of January 1, 2016 Total Assets $ 1,542,732 $ 1,684,288 $ 3,227,020 $ 1,710,457 $ 4,937,477 Three Months Ended January 1, 2016 Revenues $ 483,301 $ 549,011 $ 1,032,312 $ — $ 1,032,312 Operating Income (Loss) 62,045 68,631 130,676 (19 ) 130,657 Depreciation and Amortization Expense 26,504 18,806 45,310 — 45,310 Nine Months Ended January 1, 2016 Revenues $ 1,489,450 $ 1,470,847 $ 2,960,297 $ — $ 2,960,297 Operating Income (Loss) 196,472 206,672 403,144 (77 ) 403,067 Depreciation and Amortization Expense 71,840 41,136 112,976 — 112,976 As of April 3, 2015 Total Assets $ 1,330,761 $ 830,413 $ 2,161,174 $ 108 $ 2,161,282 Three Months Ended January 2, 2015 Revenues $ 508,528 $ 490,505 $ 999,033 $ — $ 999,033 Operating Income (Loss) 65,768 60,363 126,131 (21 ) 126,110 Depreciation and Amortization Expense 21,781 11,444 33,225 — 33,225 Nine Months Ended January 2, 2015 Revenues $ 1,596,641 $ 1,471,987 $ 3,068,628 $ — $ 3,068,628 Operating Income (Loss) 188,248 220,277 408,525 (141 ) 408,384 Depreciation and Amortization Expense 71,202 33,070 104,272 — 104,272 (1) Total assets allocated to the Corporate Segment consist of the following: (1) $1,552,678 related to goodwill acquired but not yet allocated to reportable segments, (2) $112,087 of cash, and (3) $45,692 of net Property, Plant, and Equipment. |
Reconciliation of Combined 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 Nine Months Ended January 1, 2016 January 2, 2015 January 1, 2016 January 2, 2015 Operating income $ 130,657 $ 126,110 $ 403,067 $ 408,384 Pension and OPEB plans actuarial losses and pension settlement losses — (9,341 ) — (9,341 ) Corporate G&A (10,395 ) (19,593 ) (39,159 ) (49,917 ) Separation and merger costs (43,694 ) — (99,979 ) — Interest expense, net (13,646 ) (5,354 ) (24,599 ) (16,563 ) Other (expense) income, net (4,397 ) (1,276 ) 16,688 (3,641 ) Income from continuing operations before taxes $ 58,525 $ 90,546 $ 256,018 $ 328,922 |
Description of the Business, 35
Description of the Business, Basis of Presentation and Recent Accounting Pronouncements (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2015USD ($) | Nov. 27, 2015$ / shares | Jan. 01, 2016USD ($) | Jan. 02, 2015USD ($) | Jan. 01, 2016USD ($)reportable_segment | Jan. 02, 2015USD ($) | Apr. 03, 2015USD ($) |
Entity Information [Line Items] | |||||||
Number of segments | reportable_segment | 2 | ||||||
Dividends paid (in dollars per share) | $ / shares | $ 8.25 | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||
Gross favorable | $ 20,361 | $ 24,558 | $ 64,784 | $ 82,352 | |||
Gross unfavorable | (1,523) | (6,001) | (6,819) | (14,734) | |||
Total net adjustments, before taxes and noncontrolling interests | 18,838 | 18,557 | 57,965 | 67,618 | |||
Unbilled contracts receivable | 27,684 | 27,684 | $ 14,544 | ||||
Depreciation expense | 29,735 | $ 27,547 | 86,472 | $ 86,075 | |||
Noncurrent deferred income tax liabilities | $ 194,931 | $ 194,931 | 153,297 | ||||
Merger With SRA International | |||||||
Entity Information [Line Items] | |||||||
Merger consideration payments | $ 390,000 | ||||||
Percentage of aggregate number of shares issued | 15.32% | ||||||
Computer Sciences Corporation and Computer Sciences GS Business | |||||||
Entity Information [Line Items] | |||||||
Dividends paid (in dollars per share) | $ / shares | 10.50 | ||||||
Computer Sciences Corporation | |||||||
Entity Information [Line Items] | |||||||
Dividends paid (in dollars per share) | $ / shares | $ 2.25 | ||||||
New Accounting Pronouncement, Early Adoption, Effect | |||||||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||
Current deferred income tax liabilities | (89,608) | ||||||
Noncurrent deferred income tax liabilities | $ 89,608 |
Related Party Transactions an36
Related Party Transactions and Corporate Allocations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Related Party Transaction [Line Items] | ||||
Reduction of facilities cost related to rental income | $ 740,000 | $ 1,547,000 | $ 4,775,000 | $ 6,765,000 |
Computer Sciences Corporation | Affiliated Entity | Allocated Expenses | ||||
Related Party Transaction [Line Items] | ||||
Allocated expenses | 28,726,000 | $ 60,707,000 | 133,395,000 | $ 175,919,000 |
Computer Sciences Corporation | Affiliated Entity | Intellectual Property Matters Agreement | ||||
Related Party Transaction [Line Items] | ||||
Annual maintenance fee | $ 30,000,000 | $ 30,000,000 | ||
Term of agreement (in years) | 5 years | |||
Annual maintenance fee (as a percent) | 0.50% | 0.50% | ||
Annual maintenance fee threshold, revenue | $ 7,000,000,000 | $ 7,000,000,000 | ||
Annual maintenance fee, amortization period (in years) | 1 year | |||
Cloud Computing Solutions | Computer Sciences Corporation | Affiliated Entity | Intellectual Property Matters Agreement | ||||
Related Party Transaction [Line Items] | ||||
Annual maintenance fee (as a percent) | 5.00% | 5.00% | ||
Annual maintenance fee threshold, revenue | $ 600,000,000 | $ 600,000,000 | ||
Selling, general and administrative expense | Computer Sciences Corporation | Affiliated Entity | Intellectual Property Matters Agreement | ||||
Related Party Transaction [Line Items] | ||||
Annual maintenance fee, amortization expense | $ 2,500,000 | 2,500,000 | ||
Selling, general and administrative expense | Computer Sciences Corporation | Affiliated Entity | Real Estate Matters Agreement | ||||
Related Party Transaction [Line Items] | ||||
Reduction of facilities cost related to rental income | 331,000 | |||
Prepaid Expenses and Other Current Assets | Computer Sciences Corporation | Affiliated Entity | Intellectual Property Matters Agreement | ||||
Related Party Transaction [Line Items] | ||||
Annual maintenance fee, amount paid | $ 30,000,000 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2015 | Jul. 31, 2014 | Oct. 02, 2015 | Jan. 01, 2016 | Sep. 30, 2015 | Apr. 03, 2015 |
Business Acquisition [Line Items] | ||||||
Intangibles assets other than goodwill | $ 890,500 | |||||
Goodwill | $ 2,344,457 | $ 802,582 | ||||
Merger With SRA International | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration transferred | 2,299,575 | |||||
Payments for acquisition | 390,000 | |||||
Cash Acquired from Acquisition | $ 48,309 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,170,564 | |||||
Percentage of aggregate number of shares issued | 15.32% | |||||
Fair market value of share consideration (in USD per share) | $ 30.95 | |||||
Liabilities assumed | $ 1,100,727 | |||||
Acquiree-related transaction costs | $ 29,855 | |||||
Goodwill | $ 1,552,678 | |||||
Merger With SRA International | Common Stock Issued | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of aggregate number of shares issued | 15.32% | |||||
Tenacity Solutions | ||||||
Business Acquisition [Line Items] | ||||||
Payments for acquisition | $ 35,429 | |||||
Current assets acquired | 3,876 | |||||
Intangibles assets other than goodwill | 9,400 | |||||
Current liabilities | 8,447 | |||||
Goodwill | $ 30,600 | |||||
Working capital adjustment | $ 86 | |||||
Customer Relationships and Government Programs | Tenacity Solutions | ||||||
Business Acquisition [Line Items] | ||||||
Amortization period for intangible assets acquired (in years) | 15 years |
Acquisitions and Divestitures38
Acquisitions and Divestitures - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 01, 2016 | Nov. 30, 2015 | Sep. 30, 2015 | Apr. 03, 2015 |
Business Acquisition [Line Items] | ||||
Intangibles - customer relationships, backlog and other intangibles assets | $ 890,500 | |||
Goodwill | $ 2,344,457 | $ 802,582 | ||
Merger With SRA International | ||||
Business Acquisition [Line Items] | ||||
Cash, accounts receivable and other current assets | $ 304,813 | |||
PPE and other long-term assets | 32,997 | |||
Accounts payable and other current liabilities | (195,863) | |||
Other long-term liabilities | (33,273) | |||
Deferred tax liabilities | (252,277) | |||
Total identified net assets acquired | 746,897 | |||
Goodwill | 1,552,678 | |||
Estimated total purchase consideration | 2,299,575 | |||
Merger With SRA International | Customer Relationships, Backlog And Other Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Intangibles - customer relationships, backlog and other intangibles assets | $ 890,500 |
Acquisitions and Divestitures39
Acquisitions and Divestitures - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | 14 Months Ended | |||
Nov. 30, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Dec. 31, 2014 | Jan. 01, 2016 | Jan. 02, 2015 | Nov. 30, 2015 | |
Business Acquisition [Line Items] | |||||||
Revenue | $ 1,032,312 | $ 999,033 | $ 2,960,297 | $ 3,068,628 | |||
Income (loss) per common share, basic (in dollars per share) | $ 0.30 | $ 0.40 | $ 0.98 | $ 1.38 | |||
Effects of Spin-Off | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | |||
Income (loss) from continuing operations attributable to Parent | 32,734 | (250,540) | 79,451 | (244,499) | |||
Effects of Merger | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | (395) | (720) | (1,844) | (2,211) | |||
Income (loss) from continuing operations attributable to Parent | 55,276 | (154) | 78,865 | 2,506 | |||
Pro Forma for Spin-Off and Merger | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | 1,271,699 | 1,340,331 | 3,908,114 | 4,093,947 | |||
Income (loss) from continuing operations attributable to Parent | $ 99,189 | $ (201,311) | $ 277,035 | $ (59,611) | |||
Income (loss) per common share, basic (in dollars per share) | $ 0.61 | $ (1.23) | $ 1.71 | $ (0.36) | |||
Computer Sciences Corporation Government Services | Actual | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | $ 999,033 | $ 3,068,628 | |||||
Income (loss) from continuing operations attributable to Parent | $ 55,426 | $ 195,749 | |||||
Income (loss) per common share, basic (in dollars per share) | $ 0.40 | $ 1.41 | |||||
CSRA | Actual | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | $ 1,032,312 | $ 2,960,297 | |||||
Income (loss) from continuing operations attributable to Parent | $ 48,442 | $ 159,008 | |||||
Income (loss) per common share, basic (in dollars per share) | $ 0.30 | $ 0.98 | |||||
SRA | Actual | |||||||
Business Acquisition [Line Items] | |||||||
Revenue | $ 239,782 | $ 116,858 | $ 342,018 | $ 116,858 | $ 1,027,530 | $ 949,661 | |
Income (loss) from continuing operations attributable to Parent | $ (37,263) | (122) | $ (6,043) | (122) | $ (13,367) | $ (40,289) | |
Acquisition-related Costs | Effects of Spin-Off | |||||||
Business Acquisition [Line Items] | |||||||
Income (loss) from continuing operations attributable to Parent | 27,374 | 83,659 | |||||
Acquisition-related Costs | Effects of Merger | |||||||
Business Acquisition [Line Items] | |||||||
Income (loss) from continuing operations attributable to Parent | $ 46,259 | $ 53,609 |
Acquisitions and Divestitures40
Acquisitions and Divestitures - Divestitures (Details) - USD ($) $ in Thousands | Apr. 27, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Jul. 04, 2014 | Jan. 01, 2016 | Jan. 02, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of business | $ 34,001 | $ 3,000 | ||||
Loss from discontinued operations, net of tax | $ 0 | $ 288 | $ 0 | $ 1,711 | ||
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, Net | ||||||
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 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Earnings Per Share [Abstract] | ||||
Income from continuing operations | $ 51,432 | $ 56,646 | $ 171,127 | $ 206,226 |
Less: discontinued operations | 0 | (288) | 0 | (1,711) |
Less: Net income attributable to noncontrolling interests | 2,990 | 1,220 | 12,119 | 10,477 |
Net Income attributable to CSRA common stockholders | $ 48,442 | $ 55,138 | $ 159,008 | $ 194,038 |
Common share information: | ||||
Common shares outstanding for basic EPS | 161,602 | 139,128 | 161,602 | 139,128 |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | ||||
Dilutive effect of stock options and equity awards | 3,074 | 0 | 3,074 | 0 |
Weighted average number of common shares outstanding—diluted | 164,676 | 139,128 | 164,676 | 139,128 |
Basic EPS: | ||||
Continuing operations (in dollars per share) | $ 0.30 | $ 0.40 | $ 0.98 | $ 1.39 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Basic EPS (in dollars per share) | 0.30 | 0.40 | 0.98 | 1.38 |
Diluted EPS: | ||||
Continuing operations (in dollars per share) | 0.29 | 0.40 | 0.97 | 1.39 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Diluted EPS (in dollars per share) | $ 0.29 | $ 0.40 | $ 0.97 | $ 1.38 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Nov. 27, 2015 | |
Earnings Per Share [Abstract] | |||||
Common stock - shares outstanding | 162,621,486 | 162,621,486 | 139,128,000 | ||
Common shares outstanding for basic EPS | 161,602,000 | 139,128,000 | 161,602,000 | 139,128,000 | |
Weighted average number of common shares outstanding - diluted | 164,676,000 | 139,128,000 | 164,676,000 | 139,128,000 | |
Dilutive effect of stock options and equity awards | 3,074,000 | 0 | 3,074,000 | 0 |
Sale of Receivables (Details)
Sale of Receivables (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2015 | Jan. 01, 2016 | Jan. 01, 2016 | |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Net proceeds from sale of receivables | $ 28,365,000 | $ 204,548,000 | |
Other (Income) Expense, Net | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Purchase discount and administrative fees | 615,000 | 1,465,000 | |
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 | 590,421,000 | 1,922,989,000 | |
Cash remitted for collections | 561,441,000 | 1,716,976,000 | |
Cash collected from sale of receivables but not remitted | 8,708,000 | $ 8,708,000 | |
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 (years) | 2 years | ||
Receivables purchase facility commitment amount | 450,000,000 | $ 450,000,000 | |
SRA Companies, Inc. | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Receivables sold | $ 38,298,000 | ||
Cash collected from sale of receivables but not remitted | $ 35,592,000 | $ 35,592,000 | |
Percentage of accounts receivable paid by third party | 90.00% | ||
Trade Receivable Sold, Maximum | $ 56,000,000 | ||
SRA Companies, Inc. | Other (Income) Expense, Net | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Purchase discount and administrative fees | $ 77,000 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Jan. 01, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance as of April 3, 2015 | $ 802,582 |
Welkin Divestiture | (10,717) |
Tenacity Solutions Acquisition Working Capital Adjustment | (86) |
Acquisition of SRA | 1,552,678 |
Balance as of January 1, 2016 | 2,344,457 |
Defense and Intelligence | |
Goodwill [Roll Forward] | |
Balance as of April 3, 2015 | 491,397 |
Welkin Divestiture | (10,717) |
Tenacity Solutions Acquisition Working Capital Adjustment | (86) |
Acquisition of SRA | 0 |
Balance as of January 1, 2016 | 480,594 |
Civil | |
Goodwill [Roll Forward] | |
Balance as of April 3, 2015 | 311,185 |
Welkin Divestiture | 0 |
Tenacity Solutions Acquisition Working Capital Adjustment | 0 |
Acquisition of SRA | 0 |
Balance as of January 1, 2016 | $ 311,185 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) | Nov. 30, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Oct. 02, 2015 | Apr. 03, 2015 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangibles - customer relationships, backlog and other intangibles assets | $ 890,500,000 | ||||||
Finite-Lived Intangible Assets, Gross | $ 1,201,819,000 | $ 1,201,819,000 | $ 294,505,000 | ||||
Accumulated Amortization | (260,251,000) | (260,251,000) | (225,839,000) | ||||
Net Carrying Value | 941,568,000 | 941,568,000 | 68,666,000 | ||||
Amortization of intangible assets | 15,575,000 | $ 5,678,000 | 26,504,000 | $ 18,197,000 | |||
Amortization of intangible assets included as COGS | 6,870,000 | 7,416,000 | |||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
2016 (remainder) | 38,736,000 | 38,736,000 | |||||
2,017 | 128,331,000 | 128,331,000 | |||||
2,018 | 76,114,000 | 76,114,000 | |||||
2,019 | 69,044,000 | 69,044,000 | |||||
2,020 | 64,394,000 | 64,394,000 | |||||
Customer-related intangibles | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangibles - customer relationships, backlog and other intangibles assets | $ 823,300,000 | ||||||
Fair Value Inputs, Discount Rate | 8.50% | ||||||
Amortization period for intangible assets acquired (in years) | 15 years | ||||||
Finite-Lived Intangible Assets, Gross | 953,450,000 | 953,450,000 | 130,150,000 | ||||
Accumulated Amortization | (118,441,000) | (118,441,000) | (110,449,000) | ||||
Net Carrying Value | 835,009,000 | 835,009,000 | 19,701,000 | ||||
Amortization of intangible assets included as COGS | 2,290,000 | 2,472,000 | 6,870,000 | 7,416,000 | |||
Acquired backlog | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangibles - customer relationships, backlog and other intangibles assets | $ 65,200,000 | ||||||
Fair Value Inputs, Discount Rate | 8.00% | ||||||
Finite-Lived Intangible Assets, Gross | 65,200,000 | 65,200,000 | |||||
Accumulated Amortization | (5,433,000) | (5,433,000) | |||||
Net Carrying Value | 59,767,000 | 59,767,000 | |||||
Technology-Based Intangible Assets | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangibles - customer relationships, backlog and other intangibles assets | $ 2,000,000 | ||||||
Other intangible assets | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 51,370,000 | 51,370,000 | 53,550,000 | ||||
Accumulated Amortization | (43,347,000) | (43,347,000) | (39,846,000) | ||||
Net Carrying Value | 8,023,000 | 8,023,000 | 13,704,000 | ||||
Software | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 131,799,000 | 131,799,000 | 110,805,000 | ||||
Accumulated Amortization | (93,030,000) | (93,030,000) | (75,544,000) | ||||
Net Carrying Value | 38,769,000 | 38,769,000 | $ 38,769,000 | 35,261,000 | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
2016 (remainder) | 3,985,000 | 3,985,000 | |||||
2,017 | 13,856,000 | 13,856,000 | |||||
2,018 | 9,888,000 | 9,888,000 | |||||
2,019 | 6,389,000 | 6,389,000 | |||||
2,020 | 4,146,000 | 4,146,000 | |||||
Purchased software | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Net Carrying Value | 37,536,000 | 30,864,000 | |||||
Amortization of intangible assets | 5,020,000 | 3,515,000 | 12,094,000 | 10,882,000 | |||
Internally developed software for external use | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Net Carrying Value | 1,233,000 | 2,950,000 | |||||
Amortization of intangible assets | 100,000 | 141,000 | 849,000 | 1,378,000 | |||
Internally developed software for internal use | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Net Carrying Value | $ 0 | $ 1,447,000 | |||||
Amortization of intangible assets | $ 0 | $ 74,000 | $ 147,000 | $ 221,000 | |||
Minimum | Customer-related intangibles | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Implied Royalty, Percentage | 6.35% | ||||||
Minimum | Acquired backlog | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Implied Royalty, Percentage | 5.90% | ||||||
Maximum | Customer-related intangibles | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Implied Royalty, Percentage | 8.10% | ||||||
Maximum | Acquired backlog | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Implied Royalty, Percentage | 7.50% |
Accrued Expenses and Other Cu46
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jan. 01, 2016 | Apr. 03, 2015 |
Payables and Accruals [Abstract] | ||
Accrued contract costs | $ 239,164 | $ 212,155 |
Deferred revenue | 139,806 | 174,022 |
Accrued expenses | 79,627 | 45,164 |
Other | 9,925 | 9,265 |
Accrued expenses and other current liabilities | $ 468,522 | $ 440,606 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) | Jan. 01, 2016 | Apr. 03, 2015 |
Debt Instrument [Line Items] | ||
Capitalized lease liability | $ 139,799,000 | $ 151,284,000 |
Total debt | 3,139,799,000 | 151,284,000 |
Less: unamortized debt issuance costs | (48,094,000) | 0 |
Less: current portion of long-term debt | (107,871,000) | (21,351,000) |
Total long-term debt, net of current maturities | 2,983,834,000 | 129,933,000 |
Revolving Credit Facility Due November 2020 | Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt | 200,000,000 | 0 |
Tranche A1 Facility Due November 2018 | Senior Secured Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 600,000,000 | 0 |
Tranche A2 Facility Due November 2020 | Senior Secured Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,450,000,000 | 0 |
Term Loan B Facility Due November 2022 | Senior Secured Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 750,000,000 | $ 0 |
Debt - Maturities of Long-term
Debt - Maturities of Long-term Debt (Details) $ in Thousands | Jan. 01, 2016USD ($) |
Fiscal Year | |
2,016 | $ 80,000 |
2,017 | 80,000 |
2,018 | 680,000 |
2,019 | 80,000 |
2,020 | 1,367,500 |
Thereafter | 712,500 |
Total | $ 3,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Nov. 30, 2015 | Nov. 27, 2015 | Jan. 01, 2016 | Jan. 01, 2016 |
Debt Instrument [Line Items] | ||||
Amount funded | $ 1,240,000,000 | |||
Debt issuance cost | $ 56,415,000 | |||
Senior Secured Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Amount funded | $ 1,560,000,000 | |||
Senior Secured Term Loan Facility | Tranche A1 Facility Due November 2018 | ||||
Debt Instrument [Line Items] | ||||
Term (in years) | 3 years | |||
Principal amount | $ 600,000,000 | $ 600,000,000 | ||
Amount funded | 600,000,000 | |||
Senior Secured Term Loan Facility | Tranche A2 Facility Due November 2020 | ||||
Debt Instrument [Line Items] | ||||
Term (in years) | 5 years | |||
Principal amount | 1,450,000,000 | $ 1,450,000,000 | ||
Amount funded | 490,000,000 | $ 960,000,000 | ||
Senior Secured Term Loan Facility | Term Loan B Facility Due November 2022 | ||||
Debt Instrument [Line Items] | ||||
Term (in years) | 7 years | |||
Principal amount | 750,000,000 | $ 750,000,000 | ||
Amount funded | 750,000,000 | |||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due November 2020 | ||||
Debt Instrument [Line Items] | ||||
Term (in years) | 5 years | |||
Maximum borrowing capacity | 700,000,000 | $ 700,000,000 | ||
Amount funded | $ 200,000,000 | |||
Minimum | Senior Secured Term Loan Facility | Term Loan B Facility Due November 2022 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, floor (percentage) | 0.75% | |||
Minimum | Senior Secured Term Loan Facility | Term Loan B Facility Due November 2022 | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, floor (percentage) | 1.75% | |||
Interest Expense | Senior Secured Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discount | 858,000 | |||
Interest Expense | Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due November 2020 | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discount | $ 136,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Income Tax Examination [Line Items] | ||||
Effective tax rate (as a percent) | 12.10% | 37.40% | 33.20% | 37.30% |
Domestic Tax Authority | Internal Revenue Service (IRS) | ||||
Income Tax Examination [Line Items] | ||||
Income tax examination, estimate of possible loss | $ 136,700 |
Pension and Other Post-Retire51
Pension and Other Post-Retirement Benefit Plans - Spin Off and Estimation of Service and Interest Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Pension Plan | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Defined benefit plan, expected return on plan assets, period increase (decrease) | $ 16,604 | ||||
Defined benefit plan, interest cost, increase (decrease) | $ (1,770) | ||||
Defined benefit plan, spot rate | 3.59% | ||||
Discount or settlement rates | 3.95% | 4.59% | 3.95% | 4.59% | |
Postretirement Health Coverage | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Service cost | $ 55 | $ 77 | $ 3 | $ 140 | $ 9 |
Defined benefit plan, expected return on plan assets, period increase (decrease) | $ 467 | ||||
Defined benefit plan, interest cost, increase (decrease) | $ (24) | ||||
Defined benefit plan, spot rate | 3.38% | 4.23% | |||
Discount or settlement rates | 3.39% | 4.01% | 3.39% | 4.01% | |
Change in Assumptions for Pension Plans | Pension Plan | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Discount or settlement rates | 3.90% | ||||
Change in Assumptions for Pension Plans | Postretirement Health Coverage | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Discount or settlement rates | 3.77% |
Pension and Other Post-Retire52
Pension and Other Post-Retirement Benefit Plans - Defined Benefit Pension Plans (Details) - Pension Plan - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Interest cost | $ 9,576,000 | $ 658,000 | $ 10,850,000 | $ 1,975,000 |
Expected return on assets | (17,668,000) | (1,059,000) | (19,797,000) | (3,177,000) |
Net periodic (benefit) cost | $ (8,092,000) | $ (401,000) | $ (8,947,000) | $ (1,202,000) |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||
Discount or settlement rates | 3.95% | 4.59% | 3.95% | 4.59% |
Expected long-term rates of return on assets | 7.90% | 7.60% | 7.90% | 7.60% |
Discount rate for interest on pension benefit obligation including full yield curve method for remeasured plans | 3.60% | 0.00% | 3.60% | 0.00% |
Expected long-term rates of return on assets including full yield curve method for remeasured plans | 7.90% | 0.00% | 7.90% | 0.00% |
Defined Benefit Plan, Funded Status of Plan [Abstract] | ||||
Net benefit obligation | $ (3,125,162,000) | $ (62,886,000) | $ (3,125,162,000) | $ (62,886,000) |
Net plan assets | 2,657,163,000 | 54,608,000 | 2,657,163,000 | 54,608,000 |
Net unfunded status | (467,999,000) | $ (8,278,000) | (467,999,000) | $ (8,278,000) |
Contributions by employer | $ 694,000 | 694,000 | ||
Estimated future employer contributions for remainder of fiscal year | $ 0 |
Pension and Other Post-Retire53
Pension and Other Post-Retirement Benefit Plans - Other Postretirement Benefit (Details) - Postretirement Health Coverage - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | |||||
Service cost | $ 55,000 | $ 77,000 | $ 3,000 | $ 140,000 | $ 9,000 |
Interest cost | 318,000 | 148,000 | 561,000 | 597,000 | |
Expected return on assets | (467,000) | 0 | (467,000) | 0 | |
Amortization of prior service benefit | (1,857,000) | (1,142,000) | (3,402,000) | (1,125,000) | |
Settlement loss | 0 | 1,447,000 | 0 | 1,447,000 | |
Net periodic (benefit) cost | $ (1,929,000) | $ 456,000 | $ (3,168,000) | $ 928,000 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||||
Discount or settlement rates | 3.39% | 4.01% | 3.39% | 4.01% | |
Discount rate for interest on pension benefit obligation including full yield curve method for remeasured plans | 3.38% | 0.00% | 3.38% | 0.00% | |
Expected long-term rates of return on assets including full yield curve method for remeasured plans | 7.70% | 0.00% | 7.70% | 0.00% | |
Contributions by employer | $ 165,000 | $ 685,000 | |||
Estimated future employer contributions for remainder of fiscal year | $ 0 |
Pension and Other Post-Retire54
Pension and Other Post-Retirement Benefit Plans - Projected Benefit Obligations, Assets and Funded Status of OPEB Plans (Details) - USD ($) | 9 Months Ended | |
Jan. 01, 2016 | Jan. 02, 2015 | |
Postretirement Health Coverage | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year | $ 0 | |
Net benefit obligation | (86,627,000) | $ (17,403,000) |
Net plan assets | 75,190,000 | 0 |
Net unfunded status | (11,437,000) | (17,403,000) |
Pension Plan [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year | 0 | |
Net benefit obligation | (3,125,162,000) | (62,886,000) |
Net plan assets | 2,657,163,000 | 54,608,000 |
Net unfunded status | $ (467,999,000) | $ (8,278,000) |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) | Dec. 15, 2015$ / sharesshares | Jan. 01, 2016USD ($)shares | Jan. 02, 2015USD ($) | Jan. 01, 2016USD ($)planshares | Jan. 02, 2015USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common shares available for grant at period end | shares | 10,228,126 | 10,228,126 | |||
Share-based compensation | $ 4,025,000 | $ 4,453,000 | $ 8,134,000 | $ 13,013,000 | |
Stock Options and Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 27.53 | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Tax benefit realized from stock option exercises | 2,486,000 | 4,568,000 | |||
Estimated Rate of Forfeitures For Stock Based Compensation Plans | Employee Severance | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 2,515,000 | ||||
Exclusion of Allocated Stock-Based Compensation Expense of CSC Employees Under the Carve-Out Methodology | Employee Severance | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | 428,000 | 4,879,000 | |||
CSC Corporate and Non-Employee Director Grants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 1,148,000 | $ 4,132,000 | $ 6,943,000 | ||
Computer Sciences Corporation | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock incentive plans | plan | 2 | ||||
Key Executives | Stock Options and Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of grants in period | shares | 202,586 | ||||
Non-Employee Directors | Stock Options and Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of grants in period | shares | 36,360 | ||||
Minimum | Key Executives | Stock Options and Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Maximum | Key Executives | Stock Options and Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years |
Stock Incentive Plans - Share-B
Stock Incentive Plans - Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation | $ 4,025 | $ 4,453 | $ 8,134 | $ 13,013 |
Stock-based compensation, net of tax | 2,446 | 2,706 | 4,942 | 7,907 |
Cost of services | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation | 2,573 | 1,774 | 3,325 | 5,429 |
Selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation | $ 1,452 | $ 2,679 | $ 4,809 | $ 7,584 |
Stockholder's Equity and Accu57
Stockholder's Equity and Accumulated Other Comprehensive Income (Loss) - Stockholder's Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 01, 2016 | Dec. 04, 2015 | Nov. 30, 2015 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 400,000,000 | |||
Treasury stock, acquired (in shares) | 1,310,122 | 1,130,122 | ||
Treasury stock, acquired | $ 36,830,000 | $ 36,830,000 | ||
Treasury stock, average price per share repurchased (in dollars per share) | $ 27.90 | $ 27.90 | ||
Remaining amount authorized to be repurchased | $ 13,170,000 | $ 13,170,000 | ||
Citigroup [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50,000,000 | |||
Remaining amount authorized to be repurchased | $ 363,170,000 | $ 363,170,000 |
Stockholder's Equity and Accu58
Stockholder's Equity and Accumulated Other Comprehensive Income (Loss) - Other Comprehensive Income (Loss) Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | $ 2,305 | $ 6,559 | $ 1,849 | $ 6,249 |
Transfer of prior service cost due to Spin-Off, net of tax | 31,139 | 31,139 | ||
Prior service cost | 0 | 7,036 | 0 | 7,036 |
Amortization of prior service cost | (1,158) | (1,142) | (2,706) | (1,125) |
Total other comprehensive income | 32,286 | 5,416 | 30,282 | 5,124 |
Transfer of prior service cost due to spin-off tax | (18,984) | (18,984) | ||
Amortization of prior service credit tax | 704 | 704 | ||
Foreign currency translation adjustments | ||||
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | 2,305 | (478) | 1,849 | (787) |
Pension and Other Post-retirement Benefit Plans | ||||
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | 0 | 7,037 | 0 | 7,036 |
Transfer of prior service cost due to Spin-Off, net of tax | 31,139 | 31,139 | ||
Amortization of prior service credit, net of tax | ||||
Other comprehensive (loss) income | ||||
Amortization of prior service cost | $ (1,158) | $ (1,142) | $ (2,706) | $ (1,125) |
Stockholder's Equity and Accu59
Stockholder's Equity and Accumulated Other Comprehensive Income (Loss) - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | $ (2,409) | $ (1,039) | $ (405) | $ (743) |
Current-period other comprehensive income (loss) | 2,305 | 6,559 | 1,849 | 6,249 |
Amounts reclassified from accumulated other comprehensive income (loss), net of noncontrolling interests and tax | (1,158) | (1,143) | (2,706) | (1,129) |
Effect of Spin-Off, net of tax | 31,139 | 31,139 | ||
Balance at end of period | 29,877 | 4,377 | 29,877 | 4,377 |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | (2,733) | (917) | (2,277) | (608) |
Current-period other comprehensive income (loss) | 2,305 | (478) | 1,849 | (787) |
Amounts reclassified from accumulated other comprehensive income (loss), net of noncontrolling interests and tax | 0 | 0 | 0 | 0 |
Balance at end of period | (428) | (1,395) | (428) | (1,395) |
Pension and Other Post-retirement Benefit Plans | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of period | 324 | (122) | 1,872 | (135) |
Current-period other comprehensive income (loss) | 0 | 7,037 | 0 | 7,036 |
Amounts reclassified from accumulated other comprehensive income (loss), net of noncontrolling interests and tax | (1,158) | (1,143) | (2,706) | (1,129) |
Effect of Spin-Off, net of tax | 31,139 | 31,139 | ||
Balance at end of period | $ 30,305 | $ 5,772 | $ 30,305 | $ 5,772 |
Cash Flows - Supplemental Cash
Cash Flows - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jan. 01, 2016 | Jan. 02, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for taxes prior to Spin-Off | $ 91,265 | $ 122,243 |
Cash received for taxes after Spin-Off | (6,372) | 0 |
Cash paid for interest | $ 22,837 | $ 16,888 |
Cash Flows - Supplemental Sched
Cash Flows - Supplemental Schedule of Non cash Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jan. 01, 2016 | Jan. 02, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Capital expenditures in accounts payable and accrued expenses | $ 14,206 | $ 8,337 |
Capital expenditures through capital lease obligations | 685 | 301 |
Deferred tax liability | 210,443 | 0 |
Non-cash transfers related to Spin-Off | (474,747) | 0 |
Non-cash transactions related to Mergers | (11,316) | 0 |
Non-cash equity consideration issued, net of shares held for taxes for SRA Shareholders | (767,675) | 0 |
Transfers of remaining net parent investment to additional paid-in capital | $ 571,475 | $ 0 |
Cash Flows - Additional Informa
Cash Flows - Additional Information (Details) - Merger With SRA International $ / shares in Units, $ in Thousands | 3 Months Ended |
Jan. 01, 2016USD ($)$ / sharesshares | |
Dividends Payable [Line Items] | |
Noncash consideration | $ | $ 778,991 |
Noncash consideration, total shares issued (in shares) | shares | 25,170,564 |
Noncash consideration, volume-weighted average price per share (in dollars per share) | $ / shares | $ 30.95 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Apr. 03, 2015 | Mar. 28, 2014 | |
Segment Reporting Information [Line Items] | ||||||
Total Assets | $ 4,937,477 | $ 4,937,477 | $ 2,161,282 | |||
Revenues | 1,032,312 | $ 999,033 | 2,960,297 | $ 3,068,628 | ||
Operating Income (Loss) | 130,657 | 126,110 | 403,067 | 408,384 | ||
Depreciation and Amortization Expense | 45,310 | 33,225 | 112,976 | 104,272 | ||
Goodwill | 2,344,457 | 2,344,457 | 802,582 | |||
Cash | 204,469 | 7,519 | 204,469 | 7,519 | 4,979 | $ 3,979 |
Property, plant and equipment | 501,174 | 501,174 | 436,732 | |||
Defense and Intelligence | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 480,594 | 480,594 | 491,397 | |||
Civil | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 311,185 | 311,185 | 311,185 | |||
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | 3,227,020 | 3,227,020 | 2,161,174 | |||
Revenues | 1,032,312 | 999,033 | 2,960,297 | 3,068,628 | ||
Operating Income (Loss) | 130,676 | 126,131 | 403,144 | 408,525 | ||
Depreciation and Amortization Expense | 45,310 | 33,225 | 112,976 | 104,272 | ||
Operating Segments | Defense and Intelligence | ||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | 1,542,732 | 1,542,732 | 1,330,761 | |||
Revenues | 483,301 | 508,528 | 1,489,450 | 1,596,641 | ||
Operating Income (Loss) | 62,045 | 65,768 | 196,472 | 188,248 | ||
Depreciation and Amortization Expense | 26,504 | 21,781 | 71,840 | 71,202 | ||
Operating Segments | Civil | ||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | 1,684,288 | 1,684,288 | 830,413 | |||
Revenues | 549,011 | 490,505 | 1,470,847 | 1,471,987 | ||
Operating Income (Loss) | 68,631 | 60,363 | 206,672 | 220,277 | ||
Depreciation and Amortization Expense | 18,806 | 11,444 | 41,136 | 33,070 | ||
Corporate, Non-Segment | ||||||
Segment Reporting Information [Line Items] | ||||||
Total Assets | 1,710,457 | 1,710,457 | $ 108 | |||
Revenues | 0 | 0 | 0 | 0 | ||
Operating Income (Loss) | (19) | (21) | (77) | (141) | ||
Depreciation and Amortization Expense | 0 | $ 0 | 0 | $ 0 | ||
Goodwill | 1,552,678 | 1,552,678 | ||||
Cash | 112,087 | 112,087 | ||||
Property, plant and equipment | $ 45,692 | $ 45,692 |
Segment Information - Reconcil
Segment Information - Reconciliation of Combined Operating Income to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | |
Segment Reporting [Abstract] | ||||
Operating income | $ 130,657 | $ 126,110 | $ 403,067 | $ 408,384 |
Pension and OPEB plans actuarial losses and pension settlement losses | 0 | (9,341) | 0 | (9,341) |
Corporate G&A | (10,395) | (19,593) | (39,159) | (49,917) |
Separation and merger costs | (43,694) | 0 | (99,979) | 0 |
Interest expense, net | (13,646) | (5,354) | (24,599) | (16,563) |
Other (expense) income, net | (4,397) | (1,276) | 16,688 | (3,641) |
Income from continuing operations before taxes | $ 58,525 | $ 90,546 | $ 256,018 | $ 328,922 |
Commitments and Contingencies
Commitments and Contingencies - Commitments (Details) $ in Thousands | Jan. 01, 2016USD ($) |
Stand-by letters of credit | |
Guarantor Obligations [Line Items] | |
Guarantor obligations | $ 49,576 |
Expiration guarantor in next 12 months | 76 |
Surety bond | |
Guarantor Obligations [Line Items] | |
Expiration guarantor in next 12 months | $ 600 |
Commitments and Contingencies66
Commitments and Contingencies - Contingencies (Details) $ in Thousands | Dec. 14, 2015USD ($) | Jun. 09, 2015plaintiff | Jul. 12, 2013USD ($) | Oct. 31, 2014USD ($) | Jan. 01, 2016USD ($) |
Strauch and Colby v. Computer Sciences Corporation | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of system administrators | plaintiff | 1,285 | ||||
Number of system administrators employed by Computer Sciences GS Business | plaintiff | 407 | ||||
Maryland Medicaid Enterprise Restructuring Project | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 83,000 | ||||
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 | ||||
Computer Sciences Corporation | Maryland Medicaid Enterprise Restructuring Project | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 80,000 | ||||
Potential adjustments on government contracts | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, estimate of possible loss | $ 12,330 | ||||
Withdrawal from pension plan | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, estimate of possible loss | $ 26,000 |
Subsequent Events - Stock Repur
Subsequent Events - Stock Repurchase Program (Details) - USD ($) | Jan. 11, 2016 | Feb. 16, 2016 | Apr. 01, 2016 | Jan. 01, 2016 | Jan. 01, 2016 | Feb. 10, 2016 |
Debt Instrument [Line Items] | ||||||
Treasury Stock, Shares, Acquired and Cash Settled in Subsequent Period | 150,000 | |||||
Average price per share repurchased (in dollars per share) | $ 27.90 | $ 27.90 | ||||
Remaining amount authorized to be repurchased | $ 13,170,000 | $ 13,170,000 | ||||
Common Stock Issued | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares repurchased (in shares) | 308,007 | |||||
Value of shares repurchased | $ 50,000,000 | $ 8,687,000 | $ 4,481,000 | |||
Average price per share repurchased (in dollars per share) | $ 28.27 | |||||
Remaining amount authorized to be repurchased | $ 350,000,000 |
Subsequent Events - Dividend De
Subsequent Events - Dividend Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2015 | Jan. 01, 2016 | Jan. 02, 2015 | Jan. 01, 2016 | Jan. 02, 2015 |
Subsequent Events [Abstract] | |||||
Cash dividend declared (in dollars per share) | $ 0.10 | $ 0.10 | $ 0 | $ 0.10 | $ 0 |
Number of qualifying shares (in shares) | 162,517,019 | ||||
Total dividend payout | $ 16,252 |