csc_8-k022708.htm

0000023082-08-000027.txt : 20080227 0000023082-08-000027.hdr.sgml : 20080227 20080227164201 ACCESSION NUMBER: 0000023082-08-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080227 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 1101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04850 FILM NUMBER: 08647015 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 csc_8-k022708.htm SENIOR NOTES OFFERING csc_8-k022708.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) February 27, 2008


COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)


Nevada	1-4850		95-2043126
(State or Other Jurisdiction	(Commission		(I.R.S. Employer
of Incorporation)	File Number)		Identification No.)


2100 East Grand Avenue		90245
El Segundo, California		(Zip Code)
(Address of Principal Executive Offices)


Registrant’s telephone number, including area code (310) 615-0311


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01.	Regulation FD Disclosure.

The information contained in this Current Report, including the exhibits included herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, of 1934, as amended. The furnishing of the information in this Current Report, including the exhibits included herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. Offering of Senior Notes On February 27, 2008, Computer Sciences Corporation (the "Company") issued a press release announcing that it intends to issue senior notes in a private offering. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. Included within the offering memorandum for the senior notes is a table depicting the Company's ratio of earnings to fixed charges for certain periods. A copy of that table is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. Also included in the offering memorandum for the senior notes is a section entitled "Recent Developments." This section, which is reproduced in its entirety below, is consistent with the disclosures in notes 16 and 20 to the Company's consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended December 28, 2007, which was filed with the Securities and Exchange Commission on February 6, 2008. “Recent Developments During the fourth quarter of this year, through February 22, 2008, we completed $432 million of common stock repurchases and acquired all outstanding shares of First Consulting Group in an all cash transaction for $13.00 per share, or approximately $365 million. These transactions were funded with available cash and increases in short term debt. From December 28, 2007 through February 22, 2008, our short term bank debt increased by $140 million and our short term commercial paper debt increased by $548 million." Item 9.01. Financial Statements and Exhibits 99.1 Press Release of Computer Sciences Corporation issued on February 27, 2008 99.2 Ratio of Earnings to Fixed Charges of Computer Sciences Corporation


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

	COMPUTER SCIENCES CORPORATION


Dated: February 27, 2008	By /s/ Thomas R. Irvin
	Thomas R. Irvin
	Vice President and Treasurer

EXHIBIT INDEX

Exhibit

99.1 Press Release of Computer Sciences Corporation issued on February 27, 2008

99.2 Ratio of Earnings to Fixed Charges of Computer Sciences Corporation

EX-99.1 2 exhibit99-1_022708.htm PRESS RELEASE exhibit99-1_022708.htm

Exhibit 99.1

Contact: Mike Dickerson	FOR IMMEDIATE RELEASE
Director, Media Relations	Moved On PR Newswire
Corporate	February 27, 2008
310.615.1647
mdickers@csc.com

Bill Lackey
Director, Investor Relations
Corporate
310.615.1700
blackey3@csc.com

CSC TO OFFER SENIOR NOTES

EL SEGUNDO, Calif., Feb. 27 – Computer Sciences Corporation ("CSC") (NYSE: CSC) announced today that it intends to issue Senior Notes due 2013 and Senior Notes due 2018 (collectively, the "Senior Notes") in a private offering.

CSC expects to use the net proceeds of the offering of the Senior Notes to repay the commercial paper issued by CSC to finance the acquisition of Covansys Corporation and for general corporate purposes.

The Senior Notes will be offered to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in reliance on Regulation S of the Securities Act. At the time of the offering, the Senior Notes will not be registered under the Securities Act. Therefore, the Senior Notes may not be offered or sold absent registration under the Securities Act or an exemption from the registration requirements of the Securities Act and any applicable state or jurisdictional securities laws.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes, nor will there be any sale of the Senior Notes in any jurisdiction in which any such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

- 0 - -

EX-99.2 3 exhibit99-2_022708.htm RATIO OF EARNINGS TO FIXED CHARGES exhibit99-2_022708.htm

Exhibit 99.2

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for the periods indicated is as follows:

Nine Months Ended		Fiscal Year
Dec. 28, 2007	Dec. 29, 2006	2007	2006	2005	2004	2003
3.53	2.28	2.81	4.08	3.43	3.43	3.55

In calculating the ratio of earnings to fixed charges, earnings represent the sum of (i) income from continuing operations before income taxes and minority interest (ii) (income)/loss for equity method investees, (iii) fixed charges, (iv) amortization of capitalized interest, (v) distributed income of equity method investees and (vi) our share of pre-tax losses in equity method investees, minus interest capitalized. Fixed charges represent the sum of (i) interest expensed and capitalized, (ii) amortized premiums, discounts and capitalized expenses related to indebtedness, (iii) estimated interest within rental expense and (iv) preference security dividend requirements of consolidated subsidiaries.