(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
DXC TECHNOLOGY COMPANY
|
(Exact name of Registrant as specified in its charter)
|
Large Accelerated Filer
x
|
|
|
Accelerated Filer
o
|
|
|
|
|
|
|
Non-accelerated Filer
o
|
|
|
Smaller reporting company
o
|
|
|
|
|
Emerging growth company
o
|
|
Item
|
|
|
Page
|
|
|
|
|
|
|
|
|
1.
|
|
||
1A.
|
|
||
1B.
|
|
||
2.
|
|
||
3.
|
|
||
4.
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
||
6.
|
|
||
7.
|
|
||
7A.
|
|
||
8.
|
|
||
9.
|
|
||
9A.
|
|
||
9B.
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
|
||
11.
|
|
||
12.
|
|
||
13.
|
|
||
14.
|
|
||
|
|
|
|
|
|
PART IV
|
|
|
|
|
|
15.
|
|
||
16.
|
|
•
|
the integration of Computer Sciences Corporation's ("CSC") and Enterprise Services business of Hewlett Packard Enterprise Company's ("HPES") businesses, operations, and culture and the ability to operate as effectively and efficiently as expected, and the combined company's ability to successfully manage and integrate acquisitions generally;
|
•
|
the ability to realize the synergies and benefits expected to result from the HPES Merger within the anticipated time frame or in the anticipated amounts;
|
•
|
other risks related to the HPES Merger including anticipated tax treatment, unforeseen liabilities and future capital expenditures;
|
•
|
the U.S. Public Sector business ("USPS") Separation and Mergers (defined below) could result in substantial tax liability to DXC and our stockholders;
|
•
|
changes in governmental regulations or the adoption of new laws or regulations that may make it more difficult or expensive to operate our business;
|
•
|
changes in senior management, the loss of key employees or the ability to retain and hire key personnel and maintain relationships with key business partners;
|
•
|
the risk of liability or damage to our reputation resulting from security breaches or disclosure of sensitive data or failure to comply with data protection laws and regulations;
|
•
|
business interruptions in connection with our technology systems;
|
•
|
the competitive pressures faced by our business;
|
•
|
the effects of macroeconomic and geopolitical trends and events;
|
•
|
the need to manage third-party suppliers and the effective distribution and delivery of our products and services;
|
•
|
the protection of our intellectual property assets, including intellectual property licensed from third parties;
|
•
|
the risks associated with international operations;
|
•
|
the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends;
|
•
|
the execution and performance of contracts by us and our suppliers, customers, clients and partners;
|
•
|
the resolution of pending investigations, claims and disputes;
|
•
|
risks relating to the respective abilities of the parties to the Luxoft Acquisition (defined below) to satisfy the conditions to, and to otherwise consummate, the Luxoft Acquisition and to achieve the expected results therefrom; and
|
•
|
the other factors described under Item 1A. “Risk Factors.”
|
•
|
Help clients advance their digital transformations by modernizing and simplifying their mainstream IT; which can help fund their digital initiatives;
|
•
|
Invest in our people to nurture digital skills and leadership development; and
|
•
|
Deliver value by achieving results for our clients and stakeholders.
|
•
|
Enterprise, Cloud Applications and Consulting.
We provide industry, business process systems integration and technical delivery experience to maximize value from enterprise application portfolios. We also help clients accelerate their digital transformations and business results with industry, business, technology and complex integration services.
|
•
|
Application Services.
Our comprehensive services help clients modernize, develop, test and manage their applications.
|
•
|
Analytics.
Our portfolio of analytics services and robust partner ecosystem helps clients gain rapid insights and accelerate their digital transformation journeys.
|
•
|
Business Process Services.
We provide seamless digital integration and optimization of front and back office processes, including our Agile Process Automation approach.
|
•
|
Industry Software and Solutions.
Our industry-specific solutions enable businesses to quickly integrate technology, transform their operations and develop new ways of doing business. Our vertical-specific IP includes insurance, healthcare and life sciences, travel and transportation, and banking and capital markets solutions.
|
•
|
Cloud and Platform Services.
We help clients maximize their private cloud, public cloud and legacy infrastructures, as well as securely manage their hybrid environments.
|
•
|
Workplace and Mobility
. Our workplace, mobility and Internet of Things ("IoT") services provide a consumer-like experience with enterprise security and instant connectivity for our clients.
|
•
|
Security.
Our security solutions help predict attacks, proactively respond to threats, ensure compliance and protect data, applications, infrastructure and endpoints.
|
•
|
large multinational enterprises that offer some or all of the services and solutions that we do;
|
•
|
smaller companies that offer focused services and solutions similar to those that we offer;
|
•
|
offshore service providers in lower-cost locations, particularly in India, that sell directly to end-users;
|
•
|
solution or service providers that compete with us in a specific industry segment or service area; and
|
•
|
in-house functions of corporations that use their own resources, rather than engage an outside IT services provider.
|
•
|
vision and strategic advisory ability;
|
•
|
digital services capabilities;
|
•
|
performance and reliability;
|
•
|
responsiveness to client needs;
|
•
|
competitive pricing of services;
|
•
|
technical and industry expertise;
|
•
|
reputation and experience;
|
•
|
quality of solutions and services; and
|
•
|
financial stability and strong corporate governance.
|
•
|
technology, industry and systems know-how with an independent perspective on the best client solutions across software, hardware, and service providers;
|
•
|
ability to offer improved strategic frameworks and technical solutions;
|
•
|
investments in our digital services and solutions;
|
•
|
focus on responsiveness to customer needs, quality of services and competitive prices;
|
•
|
successful management of our relationships with leading strategic and solution partners in hardware, networking, cloud, applications and software;
|
•
|
project management experience and capabilities;
|
•
|
end-to-end spectrum of IT and professional services we provide; and
|
•
|
financial stability and strong corporate governance.
|
Name
|
|
Age
|
|
Year First Elected as Officer
|
|
Term as an Officer
|
|
Position Held With the Registrant as of the filing date
|
|
Family Relationship
|
J. Michael Lawrie
|
|
65
|
|
2017
|
|
Indefinite
|
|
Chairman, President and Chief Executive Officer
|
|
None
|
Paul N. Saleh
|
|
62
|
|
2017
|
|
Indefinite
|
|
Executive Vice President and Chief Financial Officer
|
|
None
|
William L. Deckelman, Jr.
|
|
61
|
|
2017
|
|
Indefinite
|
|
Executive Vice President, General Counsel and Secretary
|
|
None
|
Joanne Mason
|
|
51
|
|
2017
|
|
Indefinite
|
|
Executive Vice President and Chief Human Resources Officer
|
|
None
|
Edward Ho
|
|
56
|
|
2018
|
|
Indefinite
|
|
Executive Vice President and General Manager, Offerings
|
|
None
|
James R. Smith
|
|
51
|
|
2017
|
|
Indefinite
|
|
Executive Vice President, Digital Transformation and Customer Advocacy
|
|
None
|
Neil A. Manna
|
|
56
|
|
2017
|
|
Indefinite
|
|
Senior Vice President, Corporate Controller and
Principal Accounting Officer
|
|
None
|
Item 1A.
|
RISK FACTORS
|
•
|
successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;
|
•
|
maintain third-party relationships previously established by acquired companies;
|
•
|
attract and retain senior management and other key personnel at acquired businesses; and
|
•
|
successfully manage new business lines, as well as acquisition-related workload.
|
•
|
require the use of a substantial portion of our cash flow from operations to make debt service payments;
|
•
|
limit the ability to obtain additional financing for working capital, capital expenditures, investments,
|
•
|
cause events of default if we fail to comply with the financial and other covenants contained in the
|
•
|
subject us to the risk of increased sensitivity to interest rate increases in our outstanding variable-rate
|
•
|
increase the risk of a future credit ratings downgrade of our debt, which could increase future debt costs
|
•
|
place us at a competitive disadvantage compared to less leveraged competitors.
|
•
|
ongoing instability or changes in a country’s or region’s economic or geopolitical and security conditions, including inflation, recession, interest rate fluctuations, and actual or anticipated military or political conflict, civil unrest, crime, political instability, human rights concerns, and terrorist activity;
|
•
|
natural or man-made disasters, industrial accidents, public health issues, cybersecurity incidents, interruptions of service from utilities, transportation or telecommunications providers, or other catastrophic events;
|
•
|
longer collection cycles and financial instability among customers;
|
•
|
trade regulations and procedures and actions affecting production, pricing and marketing of products, including policies adopted by countries that may champion or otherwise favor domestic companies and technologies over foreign competitors;
|
•
|
local labor conditions and regulations;
|
•
|
managing our geographically dispersed workforce;
|
•
|
changes in the international, national or local regulatory and legal environments;
|
•
|
differing technology standards or customer requirements;
|
•
|
difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner and
|
•
|
changes in tax laws.
|
•
|
the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may or may not be awarded to us;
|
•
|
the need to estimate accurately the resources and costs that will be required to service any contracts we are awarded, sometimes in advance of the final determination of their full scope and design;
|
•
|
the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding;
|
•
|
the requirement to resubmit bids protested by our competitors and in the termination, reduction, or modification of the awarded contracts; and
|
•
|
the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.
|
•
|
integration activities while carrying on ongoing operations;
|
•
|
the challenge of integrating the business cultures of HPES and CSC;
|
•
|
the challenge and cost of integrating certain IT systems and other systems; and
|
•
|
the potential difficulty in retaining key officers and other personnel.
|
Geographic Area
|
|
|
|
Approximate
Square Footage
(in thousands)
|
||||||||
|
Number of
Locations
|
|
Owned
|
|
Leased
|
|
Total
|
|||||
United States
|
|
152
|
|
|
4,792
|
|
|
3,515
|
|
|
8,307
|
|
India
|
|
39
|
|
|
741
|
|
|
4,164
|
|
|
4,905
|
|
Other Europe locations
|
|
96
|
|
|
364
|
|
|
3,261
|
|
|
3,625
|
|
United Kingdom
|
|
80
|
|
|
1,146
|
|
|
2,056
|
|
|
3,202
|
|
Australia & other Pacific Rim locations
|
|
47
|
|
|
—
|
|
|
1,582
|
|
|
1,582
|
|
France
|
|
33
|
|
|
956
|
|
|
196
|
|
|
1,152
|
|
Germany
|
|
43
|
|
|
318
|
|
|
718
|
|
|
1,036
|
|
Malaysia
|
|
5
|
|
|
199
|
|
|
561
|
|
|
760
|
|
Brazil
|
|
10
|
|
|
228
|
|
|
477
|
|
|
705
|
|
Spain
|
|
16
|
|
|
—
|
|
|
522
|
|
|
522
|
|
Canada
|
|
15
|
|
|
217
|
|
|
304
|
|
|
521
|
|
Philippines
|
|
5
|
|
|
—
|
|
|
516
|
|
|
516
|
|
China
|
|
13
|
|
|
5
|
|
|
506
|
|
|
511
|
|
Rest of World
|
|
60
|
|
|
212
|
|
|
1,367
|
|
|
1,579
|
|
Total
|
|
614
|
|
|
9,178
|
|
|
19,745
|
|
|
28,923
|
|
|
||||||||||||||
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans or Programs
(1)
|
|
Approximate
Dollar Value
of Shares that
May Yet be Purchased
Under the Plans or Programs
|
||||||
January 1, 2019 to January 31, 2019
|
|
1,662,149
|
|
|
$
|
54.97
|
|
|
1,662,149
|
|
|
$
|
2,523,936,426
|
|
February 1, 2019 to February 28, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,523,936,426
|
|
March 1, 2019 to March 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,523,936,426
|
|
Indexed Return
|
||||||
|
|
Return 2018
|
|
Return 2019
|
||
DXC Technology Company
|
|
48.7
|
%
|
|
(24.4
|
)%
|
S&P 500 Index
|
|
12.0
|
%
|
|
9.8
|
%
|
S&P North American Technology Index
|
|
30.0
|
%
|
|
17.9
|
%
|
|
|
Fiscal Years Ended
|
||||||||||||||||||
(in millions, except per-share amounts)
|
|
March 31, 2019
(1)
|
|
March 31, 2018
(2)
|
|
March 31, 2017
(3)
|
|
April 1, 2016
(4)
|
|
April 3, 2015
(5)
|
||||||||||
Revenues
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
|
$
|
7,607
|
|
|
$
|
7,106
|
|
|
$
|
8,117
|
|
Income (loss) from continuing operations, before taxes
|
|
1,515
|
|
|
1,304
|
|
|
(174
|
)
|
|
10
|
|
|
(671
|
)
|
|||||
Income tax expense (benefit)
|
|
288
|
|
|
(242
|
)
|
|
(74
|
)
|
|
(62
|
)
|
|
(464
|
)
|
|||||
Income (loss) from continuing operations
|
|
1,227
|
|
|
1,546
|
|
|
(100
|
)
|
|
72
|
|
|
(207
|
)
|
|||||
Income from discontinued operations, net of taxes
|
|
35
|
|
|
236
|
|
|
—
|
|
|
191
|
|
|
224
|
|
|||||
Net income (loss) attributable to DXC common stockholders
|
|
1,257
|
|
|
1,751
|
|
|
(123
|
)
|
|
251
|
|
|
2
|
|
|||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
4.40
|
|
|
$
|
5.32
|
|
|
$
|
(0.88
|
)
|
|
$
|
0.51
|
|
|
$
|
(1.45
|
)
|
Discontinued operations
|
|
0.13
|
|
|
0.83
|
|
|
—
|
|
|
1.31
|
|
|
1.46
|
|
|||||
|
|
$
|
4.53
|
|
|
$
|
6.15
|
|
|
$
|
(0.88
|
)
|
|
$
|
1.82
|
|
|
$
|
0.01
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
4.35
|
|
|
$
|
5.23
|
|
|
$
|
(0.88
|
)
|
|
$
|
0.50
|
|
|
$
|
(1.45
|
)
|
Discontinued operations
|
|
0.12
|
|
|
0.81
|
|
|
—
|
|
|
1.28
|
|
1.46
|
|
||||||
|
|
$
|
4.47
|
|
|
$
|
6.04
|
|
|
$
|
(0.88
|
)
|
|
$
|
1.78
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding for:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic EPS
|
|
277.54
|
|
|
284.93
|
|
|
140.39
|
|
|
138.28
|
|
|
142.56
|
|
|||||
Diluted EPS
|
|
281.43
|
|
|
289.77
|
|
|
140.39
|
|
|
141.33
|
|
|
142.56
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividend per common share
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.56
|
|
|
$
|
2.99
|
|
|
$
|
0.92
|
|
|
|
As of
|
||||||||||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
|
April 1, 2016
|
|
April 3, 2015
|
||||||||||
Cash and cash equivalents
|
|
$
|
2,899
|
|
|
$
|
2,593
|
|
|
$
|
1,268
|
|
|
$
|
1,181
|
|
|
$
|
2,079
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
29,574
|
|
|
33,921
|
|
|
8,663
|
|
|
7,736
|
|
|
10,221
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, net of current maturities
|
|
$
|
5,470
|
|
|
$
|
6,092
|
|
|
$
|
2,225
|
|
|
$
|
1,934
|
|
|
$
|
1,635
|
|
Short-term debt and current maturities of long-term debt
|
|
1,942
|
|
|
1,918
|
|
|
738
|
|
|
710
|
|
|
883
|
|
|||||
Total Debt
|
|
$
|
7,412
|
|
|
$
|
8,010
|
|
|
$
|
2,963
|
|
|
$
|
2,644
|
|
|
$
|
2,518
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total equity
|
|
$
|
11,725
|
|
|
$
|
13,837
|
|
|
$
|
2,166
|
|
|
$
|
2,032
|
|
|
$
|
2,965
|
|
Net debt-to-total capitalization
(6)
|
|
23.6
|
%
|
|
24.8
|
%
|
|
33.0
|
%
|
|
31.3
|
%
|
|
8.0
|
%
|
•
|
Background
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Contractual Obligations
|
•
|
Critical Accounting Policies and Estimates
|
|
|
Fiscal Years Ended
|
||||||
(In millions, except per-share amounts)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
|
||||
Revenues
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
|
|
|
|
|
||||
Income from continuing operations, before taxes
|
|
1,515
|
|
|
1,304
|
|
||
Income tax expense (benefit)
|
|
288
|
|
|
(242
|
)
|
||
Income from continuing operations
|
|
1,227
|
|
|
1,546
|
|
||
Income from discontinued operations, net of taxes
|
|
35
|
|
|
236
|
|
||
Net income
|
|
$
|
1,262
|
|
|
$
|
1,782
|
|
|
|
|
|
|
||||
Diluted earnings per share:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
4.35
|
|
|
$
|
5.23
|
|
Discontinued operations
|
|
0.12
|
|
|
0.81
|
|
||
|
|
$
|
4.47
|
|
|
$
|
6.04
|
|
•
|
Fiscal 2019 revenues were
$20,753 million
.
|
•
|
Fiscal 2019 income from continuing operations and diluted EPS from continuing operations were
$1,227 million
and
$4.35
, respectively, including the cumulative impact of certain items of
$1,125 million
, or
$3.99
per share, reflecting restructuring costs, transaction, separation and integration-related costs, amortization of acquired intangible assets, pension and other post-retirement benefit ("OPEB") actuarial and settlement losses and a tax adjustment related to U.S. tax reform.
|
•
|
Our cash and cash equivalents were
$2,899 million
at March 31, 2019.
|
•
|
We generated
$1,783 million
of cash from operations during fiscal 2019.
|
•
|
We returned
$1,549 million
to shareholders in the form of common stock dividends and share repurchases during fiscal 2019.
|
|
|
Fiscal Years Ended
|
|
|
|
|
||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
Percentage Change
|
||||||
GBS
|
|
$
|
8,684
|
|
|
$
|
9,254
|
|
|
$
|
(570
|
)
|
|
(6.2)%
|
GIS
|
|
12,069
|
|
|
12,479
|
|
|
(410
|
)
|
|
(3.3)%
|
|||
Total Revenues
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
|
$
|
(980
|
)
|
|
(4.5)%
|
|
|
Fiscal Years Ended
|
|
|
|
|
||||||||
(in millions)
|
|
Constant Currency March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
Percentage Change
|
||||||
GBS
|
|
$
|
8,823
|
|
|
$
|
9,254
|
|
|
$
|
(431
|
)
|
|
(4.7)%
|
GIS
|
|
12,282
|
|
|
12,479
|
|
|
(197
|
)
|
|
(1.6)%
|
|||
Total Revenues
|
|
$
|
21,105
|
|
|
$
|
21,733
|
|
|
$
|
(628
|
)
|
|
(2.9)%
|
|
|
Fiscal Years Ended
|
|
Percentage of Revenues
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
2019
|
|
2018
|
||||||
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
$
|
14,946
|
|
|
$
|
16,317
|
|
|
72.1
|
%
|
|
75.0
|
%
|
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)
|
|
1,959
|
|
|
1,890
|
|
|
9.4
|
|
|
8.7
|
|
||
Depreciation and amortization
|
|
1,968
|
|
|
1,795
|
|
|
9.5
|
|
|
8.3
|
|
||
Restructuring costs
|
|
465
|
|
|
789
|
|
|
2.2
|
|
|
3.6
|
|
||
Interest expense, net
|
|
206
|
|
|
231
|
|
|
1.0
|
|
|
1.1
|
|
||
Other income, net
|
|
(306
|
)
|
|
(593
|
)
|
|
(1.5
|
)
|
|
(2.7
|
)
|
||
Total costs and expenses
|
|
$
|
19,238
|
|
|
$
|
20,429
|
|
|
92.7
|
%
|
|
94.0
|
%
|
|
|
Fiscal Years Ended
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Non-service cost components of net periodic pension income
|
|
$
|
(182
|
)
|
|
$
|
(509
|
)
|
Foreign currency loss (gain)
|
|
31
|
|
|
(71
|
)
|
||
Other gain
|
|
(155
|
)
|
|
(13
|
)
|
||
Total
|
|
$
|
(306
|
)
|
|
$
|
(593
|
)
|
•
|
Local tax losses on investments in Luxembourg that decreased the foreign tax rate differential and decreased the ETR by $
360 million
and
23.7%
, respectively, with an offsetting increase in the ETR due to an increase in the valuation allowance of the same amount.
|
•
|
A change in the net valuation allowance on certain deferred tax assets, primarily in Luxembourg, Germany, Spain, UK, and Switzerland, which increased income tax expense and increased the ETR by
$256 million
and
16.9%
, respectively.
|
•
|
A decrease in the transition tax liability and a change in tax accounting method for deferred revenue, which decreased income tax expense and decreased the ETR by $
66 million
and
4.3%
, respectively.
|
•
|
Due to the Company's change in repatriation policy, the reversal of a deferred tax liability relating to the outside basis difference of foreign subsidiaries which increased the income tax benefit and decreased the ETR by
$554 million
and
42.5%
, respectively.
|
•
|
The accrual of the one-time transition tax on estimated unremitted foreign earnings, which decreased the income tax benefit and increased the ETR by
$361 million
and
27.7%
, respectively.
|
•
|
The remeasurement of deferred tax assets and liabilities, which increased the income tax benefit and decreased the ETR by
$338 million
and
25.9%
, respectively.
|
|
|
Fiscal Years Ended
|
|
|
|
|
|||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
Percent Change
|
|||||||
Income from continuing operations
|
|
$
|
1,515
|
|
|
$
|
1,304
|
|
|
$
|
211
|
|
|
16.2
|
%
|
Non-GAAP income from continuing operations
|
|
$
|
3,063
|
|
|
$
|
2,758
|
|
|
$
|
305
|
|
|
11.1
|
%
|
Net income
|
|
$
|
1,262
|
|
|
$
|
1,782
|
|
|
$
|
(520
|
)
|
|
(29.2
|
)%
|
Adjusted EBIT
|
|
$
|
3,269
|
|
|
$
|
2,989
|
|
|
$
|
280
|
|
|
9.4
|
%
|
•
|
Restructuring - reflects costs, net of reversals, related to workforce optimization and real estate charges.
|
•
|
Transaction, separation and integration-related costs - reflects costs related to integration planning, financing and advisory fees associated with the HPES Merger and other acquisitions and costs related to the separation of USPS.
|
•
|
Amortization of acquired intangible assets - reflects amortization of intangible assets acquired through business combinations.
|
•
|
Pension and OPEB actuarial and settlement gains and losses - reflects pension and OPEB actuarial and settlement gains and losses.
|
•
|
Tax adjustment - reflects the estimated non-recurring benefit of the Tax Cuts and Jobs Act of 2017 for fiscal 2019 and the application of an approximate 28% tax rate for fiscal 2018, which is within the targeted effective tax rate range for the prior year.
|
|
|
Fiscal Year Ended March 31, 2019
|
||||||||||||||||||||||||||
(in millions, except per-share amounts)
|
|
As Reported
|
|
Restructuring Costs
|
|
Transaction, Separation and Integration-Related Costs
|
|
Amortization of Acquired Intangible Assets
|
|
Pension and OPEB Actuarial and Settlement Losses
|
|
Tax Adjustment
|
|
Non-GAAP Results
|
||||||||||||||
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
$
|
14,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)
|
|
1,959
|
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,558
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from continuing operations, before taxes
|
|
1,515
|
|
|
465
|
|
|
401
|
|
|
539
|
|
|
143
|
|
|
—
|
|
|
3,063
|
|
|||||||
Income tax expense
|
|
288
|
|
|
112
|
|
|
102
|
|
|
138
|
|
|
27
|
|
|
44
|
|
|
711
|
|
|||||||
Income from continuing operations
|
|
1,227
|
|
|
353
|
|
|
299
|
|
|
401
|
|
|
116
|
|
|
(44
|
)
|
|
2,352
|
|
|||||||
Income from discontinued operations, net of taxes
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||||
Net income
|
|
1,262
|
|
|
353
|
|
|
299
|
|
|
401
|
|
|
116
|
|
|
(44
|
)
|
|
2,387
|
|
|||||||
Less: net income attributable to non-controlling interest, net of tax
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Net income attributable to DXC common stockholders
|
|
$
|
1,257
|
|
|
$
|
353
|
|
|
$
|
299
|
|
|
$
|
401
|
|
|
$
|
116
|
|
|
$
|
(44
|
)
|
|
$
|
2,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effective Tax Rate
|
|
19.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic EPS from continuing operations
|
|
$
|
4.40
|
|
|
$
|
1.27
|
|
|
$
|
1.08
|
|
|
$
|
1.44
|
|
|
$
|
0.42
|
|
|
$
|
(0.16
|
)
|
|
$
|
8.46
|
|
Diluted EPS from continuing operations
|
|
$
|
4.35
|
|
|
$
|
1.25
|
|
|
$
|
1.06
|
|
|
$
|
1.42
|
|
|
$
|
0.41
|
|
|
$
|
(0.16
|
)
|
|
$
|
8.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average common shares outstanding for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic EPS
|
|
277.54
|
|
|
277.54
|
|
|
277.54
|
|
|
277.54
|
|
|
277.54
|
|
|
277.54
|
|
|
277.54
|
|
|||||||
Diluted EPS
|
|
281.43
|
|
|
281.43
|
|
|
281.43
|
|
|
281.43
|
|
|
281.43
|
|
|
281.43
|
|
|
281.43
|
|
|
|
Fiscal Year Ended March 31, 2018
|
||||||||||||||||||||||||||
(in millions, except per-share amounts)
|
|
As Reported
|
|
Restructuring Costs
|
|
Transaction, Separation and Integration-Related Costs
|
|
Amortization of Acquired Intangible Assets
|
|
Pension and OPEB Actuarial and Settlement Gains
|
|
Tax Adjustment
|
|
Non-GAAP Results
|
||||||||||||||
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
$
|
16,317
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)
|
|
1,890
|
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,531
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from continuing operations, before taxes
|
|
1,304
|
|
|
789
|
|
|
359
|
|
|
526
|
|
|
(220
|
)
|
|
—
|
|
|
2,758
|
|
|||||||
Income tax (benefit) expense
|
|
(242
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,013
|
|
|
771
|
|
|||||||
Income from continuing operations
|
|
1,546
|
|
|
789
|
|
|
359
|
|
|
526
|
|
|
(220
|
)
|
|
(1,013
|
)
|
|
1,987
|
|
|||||||
Income from discontinued operations, net of taxes
|
|
236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|||||||
Net income
|
|
1,782
|
|
|
789
|
|
|
359
|
|
|
526
|
|
|
(220
|
)
|
|
(1,013
|
)
|
|
2,223
|
|
|||||||
Less: net income attributable to non-controlling interest, net of tax
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
Net income attributable to DXC common stockholders
|
|
$
|
1,751
|
|
|
$
|
789
|
|
|
$
|
359
|
|
|
$
|
526
|
|
|
$
|
(220
|
)
|
|
$
|
(1,013
|
)
|
|
$
|
2,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effective Tax Rate
|
|
(18.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
28.0
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic EPS from continuing operations
|
|
$
|
5.32
|
|
|
$
|
2.77
|
|
|
$
|
1.26
|
|
|
$
|
1.85
|
|
|
$
|
(0.77
|
)
|
|
$
|
(3.56
|
)
|
|
$
|
6.86
|
|
Diluted EPS from continuing operations
|
|
$
|
5.23
|
|
|
$
|
2.72
|
|
|
$
|
1.24
|
|
|
$
|
1.82
|
|
|
$
|
(0.76
|
)
|
|
$
|
(3.50
|
)
|
|
$
|
6.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average common shares outstanding for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic EPS
|
|
284.93
|
|
|
284.93
|
|
|
284.93
|
|
|
284.93
|
|
|
284.93
|
|
|
284.93
|
|
|
284.93
|
|
|||||||
Diluted EPS
|
|
289.77
|
|
|
289.77
|
|
|
289.77
|
|
|
289.77
|
|
|
289.77
|
|
|
289.77
|
|
|
289.77
|
|
|
|
Fiscal Years Ended
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Net income
|
|
$
|
1,262
|
|
|
$
|
1,782
|
|
Income from discontinued operations, net of taxes
|
|
(35
|
)
|
|
(236
|
)
|
||
Income tax expense (benefit)
|
|
288
|
|
|
(242
|
)
|
||
Interest income
|
|
(128
|
)
|
|
(89
|
)
|
||
Interest expense
|
|
334
|
|
|
320
|
|
||
EBIT
|
|
1,721
|
|
|
1,535
|
|
||
Restructuring costs
|
|
465
|
|
|
789
|
|
||
Transaction, separation and integration-related costs
|
|
401
|
|
|
359
|
|
||
Amortization of acquired intangible assets
|
|
539
|
|
|
526
|
|
||
Pension and OPEB actuarial and settlement losses (gains)
|
|
143
|
|
|
(220
|
)
|
||
Adjusted EBIT
|
|
$
|
3,269
|
|
|
$
|
2,989
|
|
|
|
Fiscal Year Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Net cash provided by operating activities
|
|
$
|
1,783
|
|
|
$
|
2,567
|
|
|
$
|
619
|
|
Net cash provided by (used in) investing activities
|
|
69
|
|
|
719
|
|
|
(565
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(1,663
|
)
|
|
(1,890
|
)
|
|
93
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(19
|
)
|
|
65
|
|
|
(60
|
)
|
|||
Net increase in cash and cash equivalents
|
|
170
|
|
|
1,461
|
|
|
87
|
|
|||
Cash and cash equivalents at beginning of year
|
|
2,729
|
|
|
1,268
|
|
|
1,181
|
|
|||
Cash and cash equivalents at the end of period
|
|
$
|
2,899
|
|
|
$
|
2,729
|
|
|
$
|
1,268
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Short-term debt and current maturities of long-term debt
|
|
$
|
1,942
|
|
|
$
|
1,918
|
|
Long-term debt, net of current maturities
|
|
5,470
|
|
|
6,092
|
|
||
Total debt
|
|
$
|
7,412
|
|
|
$
|
8,010
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Total debt
|
|
$
|
7,412
|
|
|
$
|
8,010
|
|
Cash and cash equivalents
|
|
2,899
|
|
|
2,593
|
|
||
Net debt
(1)
|
|
$
|
4,513
|
|
|
$
|
5,417
|
|
|
|
|
|
|
||||
Total debt
|
|
$
|
7,412
|
|
|
$
|
8,010
|
|
Equity
|
|
11,725
|
|
|
13,837
|
|
||
Total capitalization
|
|
$
|
19,137
|
|
|
$
|
21,847
|
|
|
|
|
|
|
||||
Debt-to-total capitalization
|
|
38.7
|
%
|
|
36.7
|
%
|
||
Net debt-to-total capitalization
(1)
|
|
23.6
|
%
|
|
24.8
|
%
|
|
|
As of
|
||
(in millions)
|
|
March 31, 2019
|
||
Cash and cash equivalents
|
|
$
|
2,899
|
|
Available borrowings under our revolving credit facility
|
|
4,000
|
|
|
Available borrowings under our delayed draw term loan
|
|
2,185
|
|
|
Total liquidity
|
|
$
|
9,084
|
|
(in millions)
|
|
Less than
1 year
|
|
2-3 years
|
|
4-5 years
|
|
More than
5 years
|
|
Total
|
||||||||||
Debt
(1)
|
|
$
|
766
|
|
|
$
|
1,920
|
|
|
$
|
557
|
|
|
$
|
2,290
|
|
|
$
|
5,533
|
|
Capitalized lease liabilities
|
|
482
|
|
|
490
|
|
|
155
|
|
|
—
|
|
|
1,127
|
|
|||||
Operating Leases
|
|
657
|
|
|
637
|
|
|
288
|
|
|
274
|
|
|
1,856
|
|
|||||
Purchase Obligations
(2)
|
|
2,286
|
|
|
1,514
|
|
|
675
|
|
|
25
|
|
|
4,500
|
|
|||||
U.S. Tax Reform - Transition Tax
(3)
|
|
26
|
|
|
52
|
|
|
75
|
|
|
145
|
|
|
298
|
|
|||||
Interest and preferred dividend payments
(4)
|
|
184
|
|
|
283
|
|
|
185
|
|
|
224
|
|
|
876
|
|
|||||
Total
(5)
|
|
$
|
4,401
|
|
|
$
|
4,896
|
|
|
$
|
1,935
|
|
|
$
|
2,958
|
|
|
$
|
14,190
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
|||
Discount rates
|
|
2.5
|
%
|
|
2.5
|
%
|
|
3.1
|
%
|
Expected long-term rates of return on assets
|
|
5.3
|
%
|
|
4.9
|
%
|
|
6.3
|
%
|
(in millions)
|
|
Change
|
|
Approximate Change in Net Periodic Pension Expense
|
|
Approximate Change in Settlement, Contractual Termination, and Mark-to-Market Charges
|
||||
Expected long-term return on plan assets
|
|
0.5%
|
|
$
|
(54
|
)
|
|
$
|
53
|
|
Expected long-term return on plan assets
|
|
(0.5)%
|
|
$
|
54
|
|
|
$
|
(53
|
)
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
0.5%
|
|
$
|
19
|
|
|
$
|
(898
|
)
|
Discount rate
|
|
(0.5)%
|
|
$
|
(24
|
)
|
|
$
|
1,138
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
As of
|
||||||
(in millions, except per share and share amounts)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,899
|
|
|
$
|
2,593
|
|
Receivables, net of allowance for doubtful accounts of $60 and $40
|
|
5,181
|
|
|
5,481
|
|
||
Prepaid expenses
|
|
627
|
|
|
496
|
|
||
Other current assets
|
|
359
|
|
|
469
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
581
|
|
||
Total current assets
|
|
9,066
|
|
|
9,620
|
|
||
|
|
|
|
|
||||
Intangible assets, net of accumulated amortization of $3,399 and $2,603
|
|
5,939
|
|
|
6,376
|
|
||
Goodwill
|
|
7,606
|
|
|
7,619
|
|
||
Deferred income taxes, net
|
|
355
|
|
|
373
|
|
||
Property and equipment, net of accumulated depreciation of $3,958 and $3,686
|
|
3,179
|
|
|
3,363
|
|
||
Other assets
|
|
3,429
|
|
|
3,207
|
|
||
Assets of discontinued operations - non-current
|
|
—
|
|
|
3,363
|
|
||
Total Assets
|
|
$
|
29,574
|
|
|
$
|
33,921
|
|
|
|
|
|
|
||||
LIABILITIES and EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt and current maturities of long-term debt
|
|
$
|
1,942
|
|
|
$
|
1,918
|
|
Accounts payable
|
|
1,666
|
|
|
1,513
|
|
||
Accrued payroll and related costs
|
|
652
|
|
|
744
|
|
||
Accrued expenses and other current liabilities
|
|
3,355
|
|
|
3,120
|
|
||
Deferred revenue and advance contract payments
|
|
1,630
|
|
|
1,641
|
|
||
Income taxes payable
|
|
208
|
|
|
127
|
|
||
Liabilities of discontinued operations
|
|
—
|
|
|
789
|
|
||
Total current liabilities
|
|
9,453
|
|
|
9,852
|
|
||
|
|
|
|
|
||||
Long-term debt, net of current maturities
|
|
5,470
|
|
|
6,092
|
|
||
Non-current deferred revenue
|
|
256
|
|
|
795
|
|
||
Non-current pension obligations
|
|
790
|
|
|
879
|
|
||
Non-current income tax liabilities and deferred tax liabilities
|
|
1,184
|
|
|
1,166
|
|
||
Other long-term liabilities
|
|
696
|
|
|
844
|
|
||
Liabilities of discontinued operations - long-term
|
|
—
|
|
|
456
|
|
||
Total Liabilities
|
|
17,849
|
|
|
20,084
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
DXC stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued as of March 31, 2019 and March 31, 2018
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 270,213,891 as of March 31, 2019 and 286,393,147 as of March 31, 2018
|
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
|
11,301
|
|
|
12,210
|
|
||
Retained earnings
|
|
478
|
|
|
1,301
|
|
||
Accumulated other comprehensive (loss) income
|
|
(244
|
)
|
|
58
|
|
||
Treasury stock, at cost, 1,788,658 and 1,016,947 shares as of March 31, 2019 and March 31, 2018
|
|
(136
|
)
|
|
(85
|
)
|
||
Total DXC stockholders’ equity
|
|
11,402
|
|
|
13,487
|
|
||
Non-controlling interest in subsidiaries
|
|
323
|
|
|
350
|
|
||
Total Equity
|
|
11,725
|
|
|
13,837
|
|
||
Total Liabilities and Equity
|
|
$
|
29,574
|
|
|
$
|
33,921
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions, except per-share amounts)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
|
$
|
7,607
|
|
|
|
|
|
|
|
|
||||||
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
14,946
|
|
|
16,317
|
|
|
5,549
|
|
|||
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)
|
|
1,959
|
|
|
1,890
|
|
|
1,282
|
|
|||
Depreciation and amortization
|
|
1,968
|
|
|
1,795
|
|
|
647
|
|
|||
Restructuring costs
|
|
465
|
|
|
789
|
|
|
238
|
|
|||
Interest expense
|
|
334
|
|
|
320
|
|
|
117
|
|
|||
Interest income
|
|
(128
|
)
|
|
(89
|
)
|
|
(35
|
)
|
|||
Other income, net
|
|
(306
|
)
|
|
(593
|
)
|
|
(17
|
)
|
|||
Total costs and expenses
|
|
19,238
|
|
|
20,429
|
|
|
7,781
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, before taxes
|
|
1,515
|
|
|
1,304
|
|
|
(174
|
)
|
|||
Income tax expense (benefit)
|
|
288
|
|
|
(242
|
)
|
|
(74
|
)
|
|||
Income (loss) from continuing operations
|
|
1,227
|
|
|
1,546
|
|
|
(100
|
)
|
|||
Income from discontinued operations, net of taxes
|
|
35
|
|
|
236
|
|
|
—
|
|
|||
Net income (loss)
|
|
1,262
|
|
|
1,782
|
|
|
(100
|
)
|
|||
Less: net income attributable to non-controlling interest, net of tax
|
|
5
|
|
|
31
|
|
|
23
|
|
|||
Net income (loss) attributable to DXC common stockholders
|
|
$
|
1,257
|
|
|
$
|
1,751
|
|
|
$
|
(123
|
)
|
|
|
|
|
|
|
|
||||||
Income (loss) per common share
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
4.40
|
|
|
$
|
5.32
|
|
|
$
|
(0.88
|
)
|
Discontinued operations
|
|
0.13
|
|
|
0.83
|
|
|
—
|
|
|||
|
|
$
|
4.53
|
|
|
$
|
6.15
|
|
|
$
|
(0.88
|
)
|
Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
4.35
|
|
|
$
|
5.23
|
|
|
$
|
(0.88
|
)
|
Discontinued operations
|
|
0.12
|
|
|
0.81
|
|
|
—
|
|
|||
|
|
$
|
4.47
|
|
|
$
|
6.04
|
|
|
$
|
(0.88
|
)
|
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
1,262
|
|
|
$
|
1,782
|
|
|
$
|
(100
|
)
|
||
Other comprehensive (loss) income, net of taxes:
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments, net of tax (benefit) expense of $(1), $75 and $5
|
|
(259
|
)
|
|
197
|
|
|
(75
|
)
|
||||
|
Cash flow hedges adjustment, net of tax (benefit) expense of $(3), $(3) and $12
|
|
(12
|
)
|
|
(11
|
)
|
|
21
|
|
||||
|
Available-for-sale securities, net of tax expense of $0, $2 and $0
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
|
Pension and other post-retirement benefit plans, net of tax:
|
|
|
|
|
|
|
|||||||
|
|
Prior service cost, net of tax (benefit) expense of $(5), $8 and $0
|
|
(21
|
)
|
|
38
|
|
|
—
|
|
|||
|
|
Amortization of transition obligation, net of tax expense of $0, $0, and $0
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
|
|
Amortization of prior service cost, net of tax benefit of $2, $4 and $5
|
|
(13
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|||
|
|
Foreign currency exchange loss, net of tax benefit of $0, $0 and $1
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
|
Pension and other post-retirement benefit plans, net of tax
|
|
(34
|
)
|
|
25
|
|
|
(13
|
)
|
||||
Other comprehensive (loss) income, net of taxes
|
|
(305
|
)
|
|
220
|
|
|
(67
|
)
|
|||||
Comprehensive income (loss)
|
|
957
|
|
|
2,002
|
|
|
(167
|
)
|
|||||
|
|
Less: comprehensive income attributable to non-controlling interest
|
|
2
|
|
|
31
|
|
|
7
|
|
|||
Comprehensive income (loss) attributable to DXC common stockholders
|
|
$
|
955
|
|
|
$
|
1,971
|
|
|
$
|
(174
|
)
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
(1) (2)
|
|
March 31, 2017
(1)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
1,262
|
|
|
$
|
1,782
|
|
|
$
|
(100
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
2,023
|
|
|
2,014
|
|
|
658
|
|
|||
Pension & other post-employment benefits, actuarial & settlement losses (gains)
|
|
143
|
|
|
(220
|
)
|
|
87
|
|
|||
Share-based compensation
|
|
74
|
|
|
93
|
|
|
75
|
|
|||
Deferred taxes
|
|
97
|
|
|
(842
|
)
|
|
(92
|
)
|
|||
(Gain) loss on dispositions
|
|
(163
|
)
|
|
4
|
|
|
6
|
|
|||
Provision for losses on accounts receivable
|
|
(10
|
)
|
|
45
|
|
|
4
|
|
|||
Unrealized foreign currency exchange losses
|
|
30
|
|
|
22
|
|
|
24
|
|
|||
Impairment losses and contract write-offs
|
|
—
|
|
|
41
|
|
|
8
|
|
|||
Amortization of debt issuance costs and (premium) discount
|
|
(10
|
)
|
|
(4
|
)
|
|
17
|
|
|||
Cash surrender value in excess of premiums paid
|
|
(11
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|||
Other non-cash charges, net
|
|
11
|
|
|
4
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
||||||
Increase in receivables
|
|
(947
|
)
|
|
(464
|
)
|
|
(25
|
)
|
|||
Increase in prepaid expenses and other current assets
|
|
(632
|
)
|
|
(196
|
)
|
|
(29
|
)
|
|||
(Decrease) increase in accounts payable and accruals
|
|
(52
|
)
|
|
(96
|
)
|
|
54
|
|
|||
(Decrease) increase in income taxes payable and income tax liability
|
|
(107
|
)
|
|
303
|
|
|
(32
|
)
|
|||
(Decrease) increase in advance contract payments and deferred revenue
|
|
(74
|
)
|
|
130
|
|
|
(67
|
)
|
|||
Other operating activities, net
|
|
149
|
|
|
(38
|
)
|
|
38
|
|
|||
Net cash provided by operating activities
|
|
1,783
|
|
|
2,567
|
|
|
619
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(297
|
)
|
|
(224
|
)
|
|
(246
|
)
|
|||
Payments for transition and transformation contract costs
|
|
(394
|
)
|
|
(328
|
)
|
|
(101
|
)
|
|||
Software purchased and developed
|
|
(261
|
)
|
|
(211
|
)
|
|
(140
|
)
|
|||
Cash acquired through HPES Merger
|
|
—
|
|
|
938
|
|
|
—
|
|
|||
Payments for acquisitions, net of cash acquired
|
|
(365
|
)
|
|
(203
|
)
|
|
(434
|
)
|
|||
Business dispositions
|
|
(65
|
)
|
|
—
|
|
|
3
|
|
|||
Cash collections related to deferred purchase price receivable
|
|
1,084
|
|
|
685
|
|
|
359
|
|
|||
Proceeds from sale of assets
|
|
357
|
|
|
58
|
|
|
57
|
|
|||
Other investing activities, net
|
|
10
|
|
|
4
|
|
|
(63
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
69
|
|
|
719
|
|
|
(565
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings of commercial paper
|
|
2,747
|
|
|
2,413
|
|
|
2,191
|
|
|||
Repayments of commercial paper
|
|
(2,840
|
)
|
|
(2,297
|
)
|
|
(2,086
|
)
|
|||
Borrowings under lines of credit
|
|
—
|
|
|
—
|
|
|
920
|
|
|||
Repayment of borrowings under lines of credit
|
|
—
|
|
|
(737
|
)
|
|
(789
|
)
|
|||
Borrowings on long-term debt, net of discount
|
|
1,646
|
|
|
621
|
|
|
159
|
|
|||
Principal payments on long-term debt
|
|
(2,625
|
)
|
|
(1,547
|
)
|
|
(168
|
)
|
|||
Payments on capital leases and borrowings for asset financing
|
|
(944
|
)
|
|
(1,060
|
)
|
|
(145
|
)
|
|||
Borrowings for USPS spin transaction
|
|
1,114
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from bond issuance
|
|
753
|
|
|
989
|
|
|
—
|
|
Proceeds from structured sale of facility
|
|
—
|
|
|
—
|
|
|
85
|
|
|||
Proceeds from stock options and other common stock transactions
|
|
47
|
|
|
138
|
|
|
54
|
|
|||
Taxes paid related to net share settlements of share-based compensation awards
|
|
(54
|
)
|
|
(76
|
)
|
|
(13
|
)
|
|||
Repurchase of common stock
|
|
(1,344
|
)
|
|
(132
|
)
|
|
—
|
|
|||
Dividend payments
|
|
(210
|
)
|
|
(174
|
)
|
|
(78
|
)
|
|||
Other financing activities, net
|
|
47
|
|
|
(28
|
)
|
|
(37
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(1,663
|
)
|
|
(1,890
|
)
|
|
93
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(19
|
)
|
|
65
|
|
|
(60
|
)
|
|||
Net increase in cash and cash equivalents
|
|
170
|
|
|
1,461
|
|
|
87
|
|
|||
Cash and cash equivalents at beginning of year
|
|
2,729
|
|
|
1,268
|
|
|
1,181
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
2,899
|
|
|
$
|
2,729
|
|
|
$
|
1,268
|
|
(1)
|
Fiscal 2018 and fiscal 2017 have been adjusted to give effect to the retrospective adoption of ASU 2016-15. See Note 22 - "
Reconciliation of Previously Reported Amounts to Recast Financial Statements
."
|
(2)
|
As a result of the USPS Separation, the Consolidated Statements of Operations, Consolidated Balance Sheets, and related financial information reflect USPS's operations and assets and liabilities as discontinued operations for all periods presented. The cash flows of USPS have not been segregated and are included in the Consolidated Statement of Cash flows for the fiscal year ended March 31, 2018 and through the separation date of May 31, 2018 in the Consolidated Statement of Cash Flows for the fiscal year ended March 31, 2019.
|
(in millions, except shares in thousands)
|
Common Stock
|
Additional
Paid-in Capital
|
Retained Earnings (Accumulated Deficit)
|
Accumulated
Other
Comprehensive Loss
|
Treasury Stock
|
Total
DXC Equity
|
Non-
Controlling Interest
|
Total Equity
|
|||||||||||||||||||
Shares
|
|
Amount
|
|||||||||||||||||||||||||
Reported balance at April 1, 2016
|
148,747
|
|
|
$
|
149
|
|
$
|
2,439
|
|
$
|
33
|
|
$
|
(111
|
)
|
$
|
(485
|
)
|
$
|
2,025
|
|
$
|
7
|
|
$
|
2,032
|
|
Recapitalization adjustment
(1)
|
—
|
|
|
(148
|
)
|
148
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Recast balance at April 1, 2016
|
148,747
|
|
|
$
|
1
|
|
$
|
2,587
|
|
$
|
33
|
|
$
|
(111
|
)
|
$
|
(485
|
)
|
$
|
2,025
|
|
$
|
7
|
|
$
|
2,032
|
|
Net (loss) income
|
|
|
|
|
(123
|
)
|
|
|
(123
|
)
|
23
|
|
(100
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(51
|
)
|
|
(51
|
)
|
(16
|
)
|
(67
|
)
|
|||||||||||||
Share-based compensation expense
|
|
|
|
73
|
|
|
|
|
73
|
|
|
73
|
|
||||||||||||||
Acquisition of treasury stock
|
|
|
|
|
|
|
(12
|
)
|
(12
|
)
|
|
(12
|
)
|
||||||||||||||
Stock option exercises and other common stock transactions
(1)
|
3,185
|
|
|
|
56
|
|
|
|
|
56
|
|
|
56
|
|
|||||||||||||
Dividends declared ($0.56 per share)
|
|
|
|
|
(80
|
)
|
|
|
(80
|
)
|
|
(80
|
)
|
||||||||||||||
Noncontrolling interest distributions and other
|
|
|
|
|
|
|
|
—
|
|
(17
|
)
|
(17
|
)
|
||||||||||||||
Noncontrolling interest from acquisition
(2)
|
|
|
|
|
|
|
|
—
|
|
281
|
|
281
|
|
||||||||||||||
Balance at March 31, 2017
|
151,932
|
|
|
$
|
1
|
|
$
|
2,716
|
|
$
|
(170
|
)
|
$
|
(162
|
)
|
$
|
(497
|
)
|
$
|
1,888
|
|
$
|
278
|
|
$
|
2,166
|
|
Recapitalization adjustment
(1)
|
(10,633
|
)
|
|
—
|
|
(497
|
)
|
—
|
|
—
|
|
497
|
|
—
|
|
—
|
|
—
|
|
||||||||
Recast balance at March 31, 2017
|
141,299
|
|
|
$
|
1
|
|
$
|
2,219
|
|
$
|
(170
|
)
|
$
|
(162
|
)
|
$
|
—
|
|
$
|
1,888
|
|
$
|
278
|
|
$
|
2,166
|
|
(1)
|
Certain prior year amounts were adjusted to retroactively reflect the legal capital of DXC.
|
(2)
|
See Note 2 - "Acquisitions"
|
(in millions, except shares in thousands)
|
Common Stock
|
Additional
Paid-in Capital
|
(Accumulated Deficit) Retained Earnings
|
Accumulated
Other
Comprehensive
(Loss) Income
|
Treasury Stock
|
Total
DXC Equity
|
Non-
Controlling Interest
|
Total Equity
|
|||||||||||||||||||
Shares
|
|
Amount
|
|||||||||||||||||||||||||
Reported balance at March 31, 2017
|
151,932
|
|
|
$
|
152
|
|
$
|
2,565
|
|
$
|
(170
|
)
|
$
|
(162
|
)
|
$
|
(497
|
)
|
$
|
1,888
|
|
$
|
278
|
|
$
|
2,166
|
|
Recapitalization adjustment
(1)
|
(10.633
|
)
|
|
(151
|
)
|
(346
|
)
|
|
|
497
|
|
|
|
|
|||||||||||||
Recast balance at March 31, 2017
|
141,299
|
|
|
$
|
1
|
|
$
|
2,219
|
|
$
|
(170
|
)
|
$
|
(162
|
)
|
$
|
—
|
|
$
|
1,888
|
|
$
|
278
|
|
$
|
2,166
|
|
Business acquired in purchase, net of issuance costs
(2)
|
141,741
|
|
|
2
|
|
9,848
|
|
|
|
|
9,850
|
|
50
|
|
9,900
|
|
|||||||||||
Net income
|
|
|
|
|
1,751
|
|
|
|
1,751
|
|
31
|
|
1,782
|
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
220
|
|
|
220
|
|
|
220
|
|
||||||||||||||
Share-based compensation expense
|
|
|
|
92
|
|
|
|
|
92
|
|
|
92
|
|
||||||||||||||
Acquisition of treasury stock
|
|
|
|
|
|
|
(85
|
)
|
(85
|
)
|
|
(85
|
)
|
||||||||||||||
Share repurchase program
|
(1,538
|
)
|
|
|
(66
|
)
|
(71
|
)
|
|
|
(137
|
)
|
|
(137
|
)
|
||||||||||||
Stock option exercises and other common stock transactions
|
4,891
|
|
|
|
117
|
|
|
|
|
117
|
|
|
117
|
|
|||||||||||||
Dividends declared ($0.72 per share)
|
|
|
|
|
(209
|
)
|
|
|
(209
|
)
|
|
(209
|
)
|
||||||||||||||
Noncontrolling interest distributions and other
|
|
|
|
|
|
|
|
—
|
|
(9
|
)
|
(9
|
)
|
||||||||||||||
Balance at March 31, 2018
|
286,393
|
|
|
$
|
3
|
|
$
|
12,210
|
|
$
|
1,301
|
|
$
|
58
|
|
$
|
(85
|
)
|
$
|
13,487
|
|
$
|
350
|
|
$
|
13,837
|
|
(1)
|
Certain prior year amounts were adjusted to retroactively reflect the legal capital of DXC.
|
(2)
|
See Note 2 - "Acquisitions"
|
(in millions, except shares in thousands)
|
Common Stock
|
Additional
Paid-in Capital
|
Retained Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury Stock
(1)
|
Total
DXC Equity
|
Non-
Controlling Interest
|
Total Equity
|
|||||||||||||||||||
Shares
|
|
Amount
|
|||||||||||||||||||||||||
Balance at March 31, 2018
|
286,393
|
|
|
$
|
3
|
|
$
|
12,210
|
|
$
|
1,301
|
|
$
|
58
|
|
$
|
(85
|
)
|
$
|
13,487
|
|
$
|
350
|
|
$
|
13,837
|
|
Cumulative effect of adopting the new revenue standard
|
|
|
|
|
114
|
|
|
|
114
|
|
|
114
|
|
||||||||||||||
Net income
|
|
|
|
|
1,257
|
|
|
|
1,257
|
|
5
|
|
1,262
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(302
|
)
|
|
(302
|
)
|
(3
|
)
|
(305
|
)
|
|||||||||||||
Share-based compensation expense
|
|
|
|
74
|
|
|
|
|
74
|
|
|
74
|
|
||||||||||||||
Acquisition of treasury stock
|
|
|
|
|
|
|
(51
|
)
|
(51
|
)
|
|
(51
|
)
|
||||||||||||||
Share repurchase program
|
(19,343
|
)
|
|
|
(845
|
)
|
(494
|
)
|
|
|
(1,339
|
)
|
|
(1,339
|
)
|
||||||||||||
Stock option exercises and other common stock transactions
|
3,164
|
|
|
|
37
|
|
|
|
|
37
|
|
|
37
|
|
|||||||||||||
Dividends declared ($0.76 per share)
|
|
|
|
|
(209
|
)
|
|
|
(209
|
)
|
|
(209
|
)
|
||||||||||||||
Noncontrolling interest distributions and other
|
|
|
|
|
|
|
|
—
|
|
(29
|
)
|
(29
|
)
|
||||||||||||||
Divestiture of USPS
|
|
|
|
(175
|
)
|
(1,491
|
)
|
|
|
(1,666
|
)
|
|
(1,666
|
)
|
|||||||||||||
Balance at March 31, 2019
|
270,214
|
|
|
$
|
3
|
|
$
|
11,301
|
|
$
|
478
|
|
$
|
(244
|
)
|
$
|
(136
|
)
|
$
|
11,402
|
|
$
|
323
|
|
$
|
11,725
|
|
(1)
|
1,788,658
treasury shares as of March 31, 2019
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, the Company satisfies a performance obligation
|
Level 1:
|
Quoted prices unadjusted for identical assets or liabilities in an active market.
|
Level 2:
|
Quoted prices for similar assets or liabilities in an active market, quoted prices for identical similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
|
Level 3:
|
Unobservable inputs that reflect the entity's own assumptions which market participants would use in pricing the asset or liability.
|
Buildings
|
Up to 40 years
|
Computers and related equipment
|
4 to 5 years
|
Furniture and other equipment
|
3 to 15 years
|
Leasehold improvements
|
Shorter of lease term or useful life up to 20 years
|
Software
|
2 to 10 years
|
Customer related intangibles
|
Expected customer service life
|
Acquired contract related intangibles
|
Contract life and first contract renewal, where applicable
|
Date Issued and ASU
|
Date Adopted and Method
|
Description
|
Impact
|
May 2014
ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)"
|
April 1, 2018 Modified-retrospective
|
The core principle of this update, and the subsequent amendments, is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which DXC expects to be entitled in exchange for those goods or services. The guidance also addresses the timing of recognition of certain costs incurred to obtain or fulfill a customer contract. Further, it requires the disclosure of sufficient information to enable readers of DXC’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, and information regarding significant judgments and changes in judgments made. This update provides two methods of adoption: full retrospective and modified retrospective. Under the full retrospective method, the standard would be applied to all periods presented with previously disclosed periods restated under the new guidance. Under the modified retrospective method, prior periods would not be restated but rather a cumulative catch-up adjustment would be recorded on the adoption date.
|
The Company adopted this standard using the modified retrospective method. The Company has applied the standard to only those contracts that were not completed at the adoption date. The adoption resulted in the following impacts.
The Company recorded a net increase to opening retained earnings, net of income taxes, of approximately $114 million as of April 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to the capitalization of certain sales commissions of approximately $158 million offset by a reduction in income tax assets and liabilities of approximately $40 million. In addition, the Company has recorded a reduction in contract liabilities of approximately $381 million and other current assets and other assets of $385 million, primarily related to the net down of certain long-term contract asset and contract liability balances and the change in timing of revenue and costs recognized related to the Company's software contracts.
Refer to Note 19 - “Revenue” for further discussion of the impact of adoption and other required disclosures.
|
March 2017
ASU 2017-07 “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost"
|
April 1, 2018 Retrospective
|
This update is intended to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost in an entity's financial statements by requiring the service cost component be disaggregated from other components of net benefit costs and presented in the same line item or items as other compensation costs for the employees. Additionally, only the service cost component of net benefit cost is eligible for capitalization when applicable. This update must be applied retrospectively.
|
DXC reclassified non-service cost components of net periodic pension (income) expense from "costs of services" and "selling, general and administrative" to "other income, net" in the statements of operations for the twelve months ended March 31, 2018 and March 31, 2017, respectively, as previously reported within Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2018.
|
August 2016
ASU 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments"
|
April 1, 2018 Retrospective
|
This update addressed eight cash flow classification issues that have created diversity in practice, providing definitive guidance on classification of certain cash receipts and payments. This update must be adopted retrospectively for all periods presented but may be applied prospectively if retrospective application would be impracticable
|
ASU 2016-15 requires the company to classify cash receipts related to its beneficial interests in securitization transactions, which is the deferred purchase price (the “DPP”) recorded in connection with the Company's Receivables Securitization Facility, within investing activities in its statements of cash flows. The Company adopted ASU 2016-15 effective April 1, 2018, and retrospectively adjusted prior fiscal periods, using each month’s transactional activity as the unit of account in determining the portions of transferred trade receivables as operating activities and investing activities. As disclosed in prior quarters the Company was evaluating the unit of account used in implementing ASU 2016-15. During the third quarter of fiscal 2019, the Company completed its evaluation and determined that it was necessary to change the unit of account from each month's transactional activity to each day's transactional activity. The Company reflected this change on a retrospective basis as further discussed in Note 22 - "Reconciliation of Previously Reported Amounts to Recast Financial Statements. See Note 5 - "Receivables" for more information about the Receivables Securitization Facility.
|
November 2016
ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash (A Consensus of the FASB Emerging Issues Task Force")
|
April 1, 2018 Retrospective
|
This update requires that amounts described as restricted cash or restricted cash equivalents must be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This update must be applied retrospectively.
|
DXC reclassified restricted cash to beginning-of-period and end-of-period cash and cash equivalents on the statement of cash flows. $68 million of restricted cash is included within assets of discontinued operations in the Company's balance sheet as of March 31, 2018.
|
August 2017
ASU 2017-12 "Derivatives & Hedging (Topic 815)"
|
Early adopted
January 1, 2019 Modified-retrospective
|
This update is intended to improve the financial reporting of hedge relationships to better portray the economic results of an entity's risk management activities in its financial statements, by revising and expanding items eligible for hedge accounting, simplifying hedge effectiveness testing and changing the timing of recognition and presentation of certain hedge items. Early adoption is permitted.
|
The adoption of this standard had no material impact on DXC's financial statements.
|
Date Issued and ASU
|
DXC Effective Date
|
Description
|
Impact
|
February 2016
ASU 2016-02 "Leases (Topic 842)"
|
Fiscal 2020
|
This update is intended to increase transparency and comparability among organizations by recognizing virtually all lease assets and lease liabilities on the balance sheet and disclosing key information about lease arrangements. Early adoption of this update is permitted. This update must be adopted using a modified retrospective transition at the beginning of the earliest period presented or at the adoption date recognizing a cumulative adjustment to the opening balance of retained earnings in the period of adoption. This update provides for certain practical expedients.
|
DXC will adopt this update on April 1, 2019 utilizing the simplified transition method allowing the Company to not restate comparative periods and apply Topic 842 beginning on April 1, 2019. The Company expects that the cumulative adjustment to the opening balance of retained earnings will be immaterial. In preparation for the adoption of this update, the Company has implemented changes in its systems, including the implementation of new lease accounting software, internal controls, business processes, and accounting policies related to both the implementation of, and ongoing compliance with, the new guidance.
Although the Company is still finalizing its evaluation of the update and the quantification of its impact, the Company expects its adoption will result in an increase in assets and liabilities on the balance sheets of approximately $1.6 billion to $1.8 billion due to the recording of right-of-use assets and lease liabilities for lease obligations that were historically classified as operating leases. The company does not expect the guidance will have a material impact on the statements of operations or statements of cash flows.
DXC expects to elect the practical expedient package permitted under Topic 842, which among other things, permits the Company not to reassess historical conclusions related to contracts that contain leases, lease classification and initial direct costs for leases that commenced prior to the adoption date. DXC expects to elect the lessee component election, allowing the Company to account for lease and non-lease components as a single lease component. Also, DXC expects to make an accounting policy election to keep leases with an initial term of 12 months or less that do not contain a ‘reasonably certain’ purchase option off the balance sheets.
|
February 2018
ASU 2018-02 - "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income"
|
Fiscal 2020
|
This update provides an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect (or portion thereof) of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recorded.
|
The Company will adopt this update in the first quarter of fiscal 2020 and expects to not elect to reclassify any stranded tax effects within AOCI to retained earnings.
|
June 2016
ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”
|
Fiscal 2021
|
This update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update must be adopted using a prospective transition approach for debt securities for which an other-than-temporary impairment has been recognized before the effective date
|
DXC is currently evaluating its trade receivables and financial arrangements for the potential impact this update may have on its financial statements in future reporting periods.
|
(in millions)
|
|
Amount
|
||
Fair value of purchase consideration received by HPE stockholders
(1)
|
|
$
|
9,782
|
|
Fair value of HPES options assumed by CSC
(2)
|
|
68
|
|
|
Total consideration transferred
|
|
$
|
9,850
|
|
(1)
|
Represents the fair value of consideration received by HPE stockholders to give them
50.1%
ownership in the combined company. The fair value of the purchase consideration transferred was based on a total of
141,865,656
shares of DXC common stock distributed to HPE stockholders as of the close of business on the record date (
141,741,712
after the effect of
123,944
cancelled shares) at CSC's closing price of
$69.01
per share on March 31, 2017.
|
(2)
|
Represents the fair value of certain stock-based awards of HPES employees that were unexercised on March 31, 2017, which were converted to DXC stock-based awards.
|
(in millions)
|
|
Fair Value
|
||
Cash and cash equivalents
|
|
$
|
938
|
|
Accounts receivable
(1)
|
|
4,102
|
|
|
Other current assets
|
|
530
|
|
|
Total current assets
|
|
5,570
|
|
|
Property and equipment
|
|
2,581
|
|
|
Intangible assets
(2)
|
|
6,016
|
|
|
Other assets
(2)
|
|
1,939
|
|
|
Total assets acquired
|
|
16,106
|
|
|
Accounts payable, accrued payroll, accrued expenses, and other current liabilities
|
|
(4,605
|
)
|
|
Deferred revenue
|
|
(1,315
|
)
|
|
Long-term debt, net of current maturities
|
|
(4,806
|
)
|
|
Long-term deferred tax liabilities and income tax payable
|
|
(1,550
|
)
|
|
Other liabilities
|
|
(1,322
|
)
|
|
Total liabilities assumed
|
|
(13,598
|
)
|
|
Net identifiable assets acquired
|
|
2,508
|
|
|
Add: Fair value of non-controlling interests
|
|
(50
|
)
|
|
Goodwill
|
|
7,392
|
|
|
Total consideration transferred
|
|
$
|
9,850
|
|
(1)
|
Includes aggregate adjustments of
$203 million
received from HPE in accordance with the provisions of the Separation Agreement.
|
(2)
|
Previously reported amounts were adjusted to reflect the reclassification of transition and transformation contract costs from intangible assets to other assets to conform to the current year presentation.
|
(in millions, except per-share amounts)
|
|
Twelve Months Ended March 31, 2017
|
||
Revenues
|
|
$
|
25,394
|
|
Net loss
|
|
(23
|
)
|
|
Net loss attributable to the Company
|
|
(51
|
)
|
|
|
|
|
||
Loss per common share:
|
|
|
||
Basic
|
|
$
|
(0.18
|
)
|
Diluted
|
|
$
|
(0.18
|
)
|
(in millions)
|
|
As of May 31, 2018
|
||
Assets:
|
|
|
||
Cash and cash equivalents
|
|
$
|
95
|
|
Receivables, net
|
|
458
|
|
|
Prepaid expenses
|
|
82
|
|
|
Other current assets
|
|
35
|
|
|
Total current assets of discontinued operations
|
|
670
|
|
|
Intangible assets, net
(1)
|
|
870
|
|
|
Goodwill
|
|
2,029
|
|
|
Property and equipment, net
|
|
294
|
|
|
Other assets
(1)
|
|
169
|
|
|
Total non-current assets of discontinued operations
|
|
3,362
|
|
|
Total assets
|
|
$
|
4,032
|
|
|
|
|
||
Liabilities:
|
|
|
||
Short-term debt and current maturities of long-term debt
|
|
$
|
161
|
|
Accounts payable
|
|
165
|
|
|
Accrued payroll and related costs
|
|
17
|
|
|
Accrued expenses and other current liabilities
|
|
358
|
|
|
Deferred revenue and advance contract payments
|
|
53
|
|
|
Income tax payable
|
|
18
|
|
|
Total current liabilities of discontinued operations
|
|
772
|
|
|
Long-term debt, net of current maturities
|
|
1,320
|
|
|
Non-current deferred revenue
|
|
5
|
|
|
Non-current income tax liabilities and deferred tax liabilities
|
|
196
|
|
|
Other long-term liabilities
|
|
71
|
|
|
Total long-term liabilities of discontinued operations
|
|
1,592
|
|
|
Total liabilities
|
|
$
|
2,364
|
|
(1)
|
Previously reported amounts were adjusted to reflect the reclassification of transition and transformation contract costs from intangible assets to other assets to conform to the current year presentation.
|
(in millions)
|
|
As of March 31, 2018
|
||
Assets:
|
|
|
||
Cash and cash equivalents
|
|
$
|
68
|
|
Receivables, net
|
|
432
|
|
|
Prepaid expenses
|
|
75
|
|
|
Other current assets
|
|
6
|
|
|
Total current assets of discontinued operations
|
|
581
|
|
|
Intangible assets, net
(1)
|
|
879
|
|
|
Goodwill
|
|
2,033
|
|
|
Property and equipment, net
|
|
283
|
|
|
Other assets
(1)
|
|
168
|
|
|
Total non-current assets of discontinued operations
|
|
3,363
|
|
|
Total assets
|
|
$
|
3,944
|
|
|
|
|
||
Liabilities:
|
|
|
||
Short-term debt and current maturities of long-term debt
|
|
$
|
155
|
|
Accounts payable
|
|
195
|
|
|
Accrued payroll and related costs
|
|
22
|
|
|
Accrued expenses and other current liabilities
|
|
346
|
|
|
Deferred revenue and advance contract payments
|
|
53
|
|
|
Income tax payable
|
|
18
|
|
|
Total current liabilities of discontinued operations
|
|
789
|
|
|
Long-term debt, net of current maturities
|
|
214
|
|
|
Non-current deferred revenue
|
|
7
|
|
|
Non-current income tax liabilities and deferred tax liabilities
|
|
163
|
|
|
Other long-term liabilities
|
|
72
|
|
|
Total long-term liabilities of discontinued operations
|
|
456
|
|
|
Total liabilities
|
|
$
|
1,245
|
|
(1)
|
Previously reported amounts were adjusted to reflect the reclassification of transition and transformation contract costs from intangible assets to other assets to conform to the current year presentation.
|
(in millions)
|
Fiscal Year Ended March 31, 2019
(1)
|
|
Fiscal Year Ended March 31, 2018
|
||||
Revenue
|
$
|
431
|
|
|
$
|
2,823
|
|
|
|
|
|
||||
Costs of services
|
311
|
|
|
2,104
|
|
||
Selling, general and administrative
|
50
|
|
|
152
|
|
||
Depreciation and amortization
|
33
|
|
|
169
|
|
||
Restructuring costs
|
1
|
|
|
14
|
|
||
Interest expense
|
8
|
|
|
15
|
|
||
Other (income) expense, net
|
(25
|
)
|
|
2
|
|
||
Total costs and expenses
|
378
|
|
|
2,456
|
|
||
Total income from discontinued operations, before income taxes
|
53
|
|
|
367
|
|
||
Income tax expense
|
18
|
|
|
131
|
|
||
Total income from discontinued operations
|
$
|
35
|
|
|
$
|
236
|
|
(in millions)
|
Fiscal Year Ended March 31, 2019
(1)
|
|
Fiscal Year Ended March 31, 2018
|
||||
Depreciation
|
$
|
16
|
|
|
$
|
70
|
|
Amortization
|
$
|
17
|
|
|
$
|
99
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
(18
|
)
|
Significant operating non-cash items:
|
|
|
|
||||
Gain on dispositions
|
$
|
24
|
|
|
$
|
—
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions, except per-share amounts)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to DXC common shareholders:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
1,222
|
|
|
$
|
1,515
|
|
|
$
|
(123
|
)
|
From discontinued operations
|
|
35
|
|
|
236
|
|
|
—
|
|
|||
|
|
$
|
1,257
|
|
|
$
|
1,751
|
|
|
$
|
(123
|
)
|
Common share information:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic EPS
|
|
277.54
|
|
|
284.93
|
|
|
140.39
|
|
|||
Dilutive effect of stock options and equity awards
|
|
3.89
|
|
|
4.84
|
|
|
—
|
|
|||
Weighted average common shares outstanding for diluted EPS
|
|
281.43
|
|
|
289.77
|
|
|
140.39
|
|
|||
|
|
|
|
|
|
|
||||||
EPS:
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
4.40
|
|
|
$
|
5.32
|
|
|
$
|
(0.88
|
)
|
Discontinued operations
|
|
0.13
|
|
|
0.83
|
|
|
—
|
|
|||
Total
|
|
$
|
4.53
|
|
|
$
|
6.15
|
|
|
$
|
(0.88
|
)
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
4.35
|
|
|
$
|
5.23
|
|
|
$
|
(0.88
|
)
|
Discontinued operations
|
|
0.12
|
|
|
0.81
|
|
|
—
|
|
|||
Total
|
|
$
|
4.47
|
|
|
$
|
6.04
|
|
|
$
|
(0.88
|
)
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
|||
Stock Options
|
|
—
|
|
|
—
|
|
|
3,317,041
|
|
RSUs
|
|
46,051
|
|
|
54,637
|
|
|
845,315
|
|
PSUs
|
|
25,086
|
|
|
96,029
|
|
|
1,540,152
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Billed trade receivables
|
|
$
|
2,508
|
|
|
$
|
3,110
|
|
Unbilled receivables
|
|
1,114
|
|
|
1,273
|
|
||
Other receivables
|
|
1,559
|
|
|
1,098
|
|
||
Total
|
|
$
|
5,181
|
|
|
$
|
5,481
|
|
|
|
As of and for Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Beginning balance
|
|
$
|
40
|
|
|
$
|
26
|
|
|
$
|
31
|
|
Additions charged to costs and expenses
|
|
19
|
|
|
45
|
|
|
10
|
|
|||
Deductions
(1)
|
|
(4
|
)
|
|
(37
|
)
|
|
(13
|
)
|
|||
Other
(2)
|
|
5
|
|
|
6
|
|
|
(2
|
)
|
|||
Ending balance
|
|
$
|
60
|
|
|
$
|
40
|
|
|
$
|
26
|
|
(1)
|
Represents write-offs and recoveries of prior year charges.
|
(2)
|
Includes changes in foreign currency exchange rates and the impact of the AR securitization facility.
|
|
|
As of and for the Fiscal Year Ended
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Beginning balance
|
|
$
|
233
|
|
|
$
|
252
|
|
Transfers of receivables
|
|
5,435
|
|
|
2,192
|
|
||
Collections
|
|
(4,393
|
)
|
|
(2,225
|
)
|
||
Change in funding availability
|
|
(246
|
)
|
|
30
|
|
||
Facility amendments
|
|
(457
|
)
|
|
—
|
|
||
Fair value adjustment
|
|
2
|
|
|
(16
|
)
|
||
Ending balance
|
|
$
|
574
|
|
|
$
|
233
|
|
(in millions)
|
|
As of and for the Fiscal Year Ended March 31, 2019
(1)
|
||
Transfers of receivables
|
|
$
|
464
|
|
Collections
|
|
$
|
521
|
|
Operating cash flow effect
|
|
$
|
(57
|
)
|
|
|
|
|
Fair Value Hierarchy
|
||||||||||||
(in millions)
|
|
As of March 31, 2019
|
||||||||||||||
Assets:
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market funds and money market deposit accounts
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits
(1)
|
|
194
|
|
|
194
|
|
|
—
|
|
|
—
|
|
||||
Other debt securities
(2)
|
|
53
|
|
|
—
|
|
|
49
|
|
|
4
|
|
||||
Deferred purchase price receivable
|
|
574
|
|
|
—
|
|
|
—
|
|
|
574
|
|
||||
Total assets
|
|
$
|
827
|
|
|
$
|
200
|
|
|
$
|
49
|
|
|
$
|
578
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
Total liabilities
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
|
As of March 31, 2018
|
||||||||||||||
Assets:
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market funds and money market deposit accounts
|
|
$
|
84
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits
(1)
|
|
114
|
|
|
114
|
|
|
—
|
|
|
—
|
|
||||
Other debt securities
(2)
|
|
59
|
|
|
—
|
|
|
53
|
|
|
6
|
|
||||
Deferred purchase price receivable
|
|
233
|
|
|
—
|
|
|
—
|
|
|
233
|
|
||||
Total assets
|
|
$
|
490
|
|
|
$
|
198
|
|
|
$
|
53
|
|
|
$
|
239
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Total Liabilities
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
Statement of Operations Line Item
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Foreign currency forward contracts
|
|
Other expense (income), net
|
|
$
|
16
|
|
|
$
|
118
|
|
|
$
|
(84
|
)
|
|
|
Derivative Liabilities
|
||||||||
|
|
|
|
As of
|
||||||
(in millions)
|
|
Balance Sheet Line Item
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
|
|
|
||||
Derivatives designated for hedge accounting:
|
|
|
|
|
||||||
Foreign currency forward contracts
(1)
|
|
Accrued expenses and other current liabilities
|
|
$
|
4
|
|
|
$
|
3
|
|
Total fair value of derivatives designated for hedge accounting:
|
|
$
|
4
|
|
|
$
|
3
|
|
||
|
|
|
|
|
|
|||||
Derivatives not designated for hedge accounting:
|
|
|
|
|
||||||
Foreign currency forward contracts
|
|
Accrued expenses and other current liabilities
|
|
$
|
9
|
|
|
$
|
6
|
|
Total fair value of derivatives not designated for hedge accounting
|
|
$
|
9
|
|
|
$
|
6
|
|
(1)
|
Foreign currency forward contracts designated for hedge accounting includes designated cash flow hedges and net investment hedges.
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Property and equipment — gross:
|
|
|
|
|
||||
Land, buildings and leasehold improvements
|
|
$
|
2,180
|
|
|
$
|
2,464
|
|
Computers and related equipment
|
|
4,719
|
|
|
4,185
|
|
||
Furniture and other equipment
|
|
224
|
|
|
323
|
|
||
Construction in progress
|
|
14
|
|
|
77
|
|
||
|
|
7,137
|
|
|
7,049
|
|
||
Less: accumulated depreciation
|
|
3,958
|
|
|
3,686
|
|
||
Property and equipment, net
|
|
$
|
3,179
|
|
|
$
|
3,363
|
|
|
|
As of March 31, 2019
|
||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
Software
|
|
$
|
3,864
|
|
|
$
|
2,235
|
|
|
$
|
1,629
|
|
Customer related intangible assets
|
|
5,389
|
|
|
1,139
|
|
|
4,250
|
|
|||
Other intangible assets
|
|
85
|
|
|
25
|
|
|
60
|
|
|||
Total intangible assets
|
|
$
|
9,338
|
|
|
$
|
3,399
|
|
|
$
|
5,939
|
|
|
|
As of March 31, 2018
|
||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
Software
|
|
$
|
3,484
|
|
|
$
|
1,918
|
|
|
$
|
1,566
|
|
Customer related intangible assets
|
|
5,405
|
|
|
666
|
|
|
4,739
|
|
|||
Other intangible assets
|
|
90
|
|
|
19
|
|
|
71
|
|
|||
Total intangible assets
|
|
$
|
8,979
|
|
|
$
|
2,603
|
|
|
$
|
6,376
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Intangible asset amortization
|
|
$
|
890
|
|
|
$
|
860
|
|
|
$
|
230
|
|
Transition and transformation contract cost amortization
|
|
258
|
|
|
226
|
|
|
79
|
|
|||
Total amortization expense
|
|
$
|
1,148
|
|
|
$
|
1,086
|
|
|
$
|
309
|
|
Fiscal Year
|
|
(in millions)
|
|
|
2020
|
|
$
|
954
|
|
2021
|
|
$
|
919
|
|
2022
|
|
$
|
780
|
|
2023
|
|
$
|
696
|
|
2024
|
|
$
|
639
|
|
(in millions)
|
|
GBS
|
|
GIS
|
|
Total
|
||||||
Balance as of March 31, 2018, net
|
|
4,531
|
|
|
3,088
|
|
|
7,619
|
|
|||
|
|
|
|
|
|
|
||||||
Acquisitions
|
|
228
|
|
|
—
|
|
|
228
|
|
|||
Divestitures
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||
Foreign currency translation
|
|
(148
|
)
|
|
(81
|
)
|
|
(229
|
)
|
|||
|
|
|
|
|
|
|
||||||
Goodwill, gross
|
|
5,300
|
|
|
5,068
|
|
|
10,368
|
|
|||
Accumulated impairment losses
|
|
(701
|
)
|
|
(2,061
|
)
|
|
(2,762
|
)
|
|||
Balance as of March 31, 2019, net
|
|
$
|
4,599
|
|
|
$
|
3,007
|
|
|
$
|
7,606
|
|
(in millions)
|
|
GBS
|
|
GIS
|
|
Total
|
||||||
Balance as of March 31, 2017, net
|
|
1,470
|
|
|
385
|
|
|
1,855
|
|
|||
|
|
|
|
|
|
|
||||||
Acquisitions
|
|
2,877
|
|
|
2,598
|
|
|
5,475
|
|
|||
Foreign currency translation
|
|
184
|
|
|
105
|
|
|
289
|
|
|||
|
|
|
|
|
|
|
||||||
Goodwill, gross
|
|
5,232
|
|
|
5,149
|
|
|
10,381
|
|
|||
Accumulated impairment losses
|
|
(701
|
)
|
|
(2,061
|
)
|
|
(2,762
|
)
|
|||
Balance as of March 31, 2018, net
|
|
$
|
4,531
|
|
|
$
|
3,088
|
|
|
$
|
7,619
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Domestic entities
|
|
$
|
511
|
|
|
$
|
454
|
|
|
$
|
(157
|
)
|
Entities outside the United States
|
|
1,004
|
|
|
850
|
|
|
(17
|
)
|
|||
Total
|
|
$
|
1,515
|
|
|
$
|
1,304
|
|
|
$
|
(174
|
)
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(50
|
)
|
|
$
|
392
|
|
|
$
|
(32
|
)
|
State
|
|
42
|
|
|
16
|
|
|
14
|
|
|||
Foreign
|
|
218
|
|
|
247
|
|
|
36
|
|
|||
|
|
210
|
|
|
655
|
|
|
18
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
95
|
|
|
(899
|
)
|
|
(7
|
)
|
|||
State
|
|
23
|
|
|
(59
|
)
|
|
(1
|
)
|
|||
Foreign
|
|
(40
|
)
|
|
61
|
|
|
(84
|
)
|
|||
|
|
78
|
|
|
(897
|
)
|
|
(92
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
288
|
|
|
$
|
(242
|
)
|
|
$
|
(74
|
)
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
|||
Statutory rate
|
|
21.0
|
%
|
|
31.5
|
%
|
|
(35.0
|
)%
|
State income tax, net of federal tax
|
|
3.2
|
|
|
2.0
|
|
|
(4.0
|
)
|
United States Tax Reform
|
|
(3.4
|
)
|
|
(40.6
|
)
|
|
—
|
|
Change in Indefinite Reinvestment Assertion
|
|
(3.1
|
)
|
|
3.3
|
|
|
—
|
|
Loss of attributes due to merger
|
|
—
|
|
|
5.1
|
|
|
—
|
|
Change in uncertain tax positions
|
|
(1.5
|
)
|
|
(0.2
|
)
|
|
(3.4
|
)
|
Foreign tax rate differential
|
|
(18.4
|
)
|
|
(5.7
|
)
|
|
(40.0
|
)
|
Capitalized transaction costs
|
|
0.1
|
|
|
1.0
|
|
|
12.1
|
|
Change in valuation allowances
|
|
16.9
|
|
|
(7.7
|
)
|
|
34.3
|
|
Excess tax benefits for stock compensation
|
|
(1.1
|
)
|
|
(3.0
|
)
|
|
(11.3
|
)
|
Prepaid tax asset amortization
|
|
—
|
|
|
0.3
|
|
|
7.1
|
|
Income Tax and Foreign Tax Credits
|
|
(0.6
|
)
|
|
(7.6
|
)
|
|
(2.0
|
)
|
U.S. Tax on Foreign Income
|
|
2.4
|
|
|
2.1
|
|
|
(2.6
|
)
|
Withholding Taxes
|
|
3.5
|
|
|
2.3
|
|
|
(1.1
|
)
|
Other items, net
|
|
—
|
|
|
(1.4
|
)
|
|
3.4
|
|
Effective tax rate
|
|
19.0
|
%
|
|
(18.6
|
)%
|
|
(42.5
|
)%
|
•
|
Local tax losses on investments in Luxembourg that decreased the foreign tax rate differential and decreased the ETR by $
360 million
and
23.7%
, respectively, with an offsetting increase in the ETR due to an increase in the valuation allowance of the same amount.
|
•
|
A change in the net valuation allowance on certain deferred tax assets, primarily in Luxembourg, Germany, Spain, UK, and Switzerland, which increased income tax expense and increased the ETR by $
256 million
and
16.9%
, respectively.
|
•
|
A decrease in the transition tax liability and a change in tax accounting method for deferred revenue, which decreased income tax expense and decreased the ETR by $
66 million
and
4.3%
, respectively.
|
•
|
Due to the Company's change in repatriation policy, the reversal of a deferred tax liability relating to the outside basis difference of foreign subsidiaries which increased the income tax benefit and decreased the ETR by $
554 million
and
42.5%
, respectively.
|
•
|
The accrual of the one-time transition tax imposed by the Act on estimated unremitted foreign earnings, which decreased the income tax benefit and increased the ETR by
$361 million
and
27.7%
, respectively.
|
•
|
The remeasurement of deferred tax assets and liabilities as a result of the Act, which increased the income tax benefit and decreased the ETR by
$338 million
and
25.9%
, respectively.
|
•
|
A change in the valuation allowance that primarily consists of an aggregate income tax expense for the increase in the valuation allowances on tax attributes in the United States, Germany and Luxembourg, which decreased the overall income tax benefit and decreased the ETR by
$135 million
and
78%
, respectively. This was partially offset by an income tax benefit from the release of valuation allowances on tax attributes in Denmark, Japan and the United Kingdom, which increased the overall income tax benefit and increased the ETR by
$75 million
and
43%
, respectively.
|
•
|
An income tax detriment for transaction costs incurred that are not tax deductible, which resulted in a decrease to the overall tax benefit and decreased the ETR by
$21 million
and
12.1%
, respectively.
|
•
|
An income tax benefit from excess tax benefits realized from employee share-based payment awards, which resulted in an increase in the overall income tax benefit and increased the ETR by
$20 million
and
11.3%
, respectively.
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Deferred tax assets
|
|
|
|
|
||||
Employee benefits
|
|
$
|
79
|
|
|
$
|
156
|
|
Tax loss/credit carryforwards
|
|
1,917
|
|
|
1,665
|
|
||
Accrued interest
|
|
16
|
|
|
18
|
|
||
Contract accounting
|
|
130
|
|
|
134
|
|
||
Other assets
|
|
139
|
|
|
232
|
|
||
Total deferred tax assets
|
|
2,281
|
|
|
2,205
|
|
||
Valuation allowance
|
|
(1,575
|
)
|
|
(1,440
|
)
|
||
Net deferred tax assets
|
|
706
|
|
|
765
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
(994
|
)
|
|
(888
|
)
|
||
Investment basis differences
|
|
(61
|
)
|
|
(62
|
)
|
||
Other liabilities
|
|
(63
|
)
|
|
(94
|
)
|
||
Total deferred tax liabilities
|
|
(1,118
|
)
|
|
(1,044
|
)
|
||
|
|
|
|
|
||||
Total net deferred tax assets (liabilities)
|
|
$
|
(412
|
)
|
|
$
|
(279
|
)
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Current:
|
|
|
|
|
||||
Income tax receivables and prepaid taxes
|
|
$
|
113
|
|
|
$
|
154
|
|
|
|
$
|
113
|
|
|
$
|
154
|
|
Non-current:
|
|
|
|
|
||||
Income taxes receivable and prepaid taxes
|
|
$
|
137
|
|
|
$
|
30
|
|
Deferred tax assets
|
|
355
|
|
|
373
|
|
||
|
|
$
|
492
|
|
|
$
|
403
|
|
|
|
|
|
|
||||
Total
|
|
$
|
605
|
|
|
$
|
557
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Current:
|
|
|
|
|
||||
Liability for uncertain tax positions
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
Income taxes payable
|
|
(208
|
)
|
|
(112
|
)
|
||
|
|
$
|
(208
|
)
|
|
$
|
(127
|
)
|
Non-current:
|
|
|
|
|
||||
Deferred taxes
|
|
(767
|
)
|
|
(652
|
)
|
||
Income taxes payable
|
|
(201
|
)
|
|
(278
|
)
|
||
Liability for uncertain tax positions
|
|
(216
|
)
|
|
(236
|
)
|
||
|
|
$
|
(1,184
|
)
|
|
$
|
(1,166
|
)
|
|
|
|
|
|
||||
Total
|
|
$
|
(1,392
|
)
|
|
$
|
(1,293
|
)
|
|
|
As of March 31, 2019
|
|
As of March 31, 2018
|
||||||||||||||||||||||||
(in millions)
|
|
Total
|
|
With No Expiration
|
|
With Expiration
|
|
Expiration Dates Through
|
|
Total
|
|
With No Expiration
|
|
With Expiration
|
|
Expiration Dates Through
|
||||||||||||
Net operating loss carryforwards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
2037
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
2037
|
State
|
|
$
|
845
|
|
|
$
|
9
|
|
|
$
|
836
|
|
|
2039
|
|
$
|
873
|
|
|
$
|
—
|
|
|
$
|
873
|
|
|
2038
|
Foreign
|
|
$
|
7,595
|
|
|
$
|
7,292
|
|
|
$
|
303
|
|
|
2039
|
|
$
|
6,522
|
|
|
$
|
6,287
|
|
|
$
|
235
|
|
|
2038
|
Tax credit carryforwards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
State
|
|
$
|
23
|
|
|
$
|
7
|
|
|
$
|
16
|
|
|
2039
|
|
$
|
28
|
|
|
$
|
7
|
|
|
$
|
21
|
|
|
2038
|
Foreign
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
2020
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
2020
|
Capital loss carryforwards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
State
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
Foreign
|
|
$
|
236
|
|
|
$
|
211
|
|
|
$
|
25
|
|
|
2023
|
|
$
|
240
|
|
|
$
|
193
|
|
|
$
|
47
|
|
|
2023
|
|
|
Fiscal Years Ended
|
||||||
(in millions)
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
||
Tax
|
|
$
|
165
|
|
|
$
|
219
|
|
Interest
|
|
41
|
|
|
40
|
|
||
Penalties
|
|
25
|
|
|
25
|
|
||
Net of tax attributes
|
|
(15
|
)
|
|
(33
|
)
|
||
Total
|
|
$
|
216
|
|
|
$
|
251
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Balance at beginning of fiscal year
|
|
$
|
219
|
|
|
$
|
192
|
|
|
$
|
180
|
|
Gross increases related to prior year tax positions
|
|
4
|
|
|
10
|
|
|
14
|
|
|||
Gross decreases related to prior year tax positions
|
|
(27
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|||
Gross increases related to current year tax positions
|
|
—
|
|
|
7
|
|
|
10
|
|
|||
Settlements and statute of limitation expirations
|
|
(23
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|||
Acquisitions
|
|
—
|
|
|
39
|
|
|
6
|
|
|||
Foreign exchange and others
|
|
(8
|
)
|
|
2
|
|
|
1
|
|
|||
Balance at end of fiscal year
|
|
$
|
165
|
|
|
$
|
219
|
|
|
$
|
192
|
|
|
|
As of and for the Fiscal Years Ended
|
||||||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
(in millions)
|
|
Increase (Decrease)
|
||||||||||
Interest
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
(8
|
)
|
Interest, net of tax
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(9
|
)
|
Accrued penalties
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability for interest
|
|
$
|
41
|
|
|
$
|
40
|
|
|
$
|
25
|
|
Liability for interest, net of tax
|
|
$
|
36
|
|
|
$
|
36
|
|
|
$
|
20
|
|
Liability for penalties
|
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
11
|
|
Jurisdiction:
|
|
Tax Years that Remain Subject to Examination
(Fiscal Year Ending):
|
United States – Federal
|
|
2008 and forward
|
United States – Various States
|
|
2008 and forward
|
Australia
|
|
2012 and forward
|
Canada
|
|
2010 and forward
|
France
|
|
2013 and forward
|
Germany
|
|
2010 and forward
|
India
|
|
1998 and forward
|
United Kingdom
|
|
2013 and forward
|
|
|
|
|
|
|
As of
|
||||||
(in millions)
|
|
Interest Rates
|
|
Fiscal Year Maturities
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Short-term debt and current maturities of long-term debt
|
|
|
|
|
|
|
|
|
||||
Euro-denominated commercial paper
(1)
|
|
(0.1) - 0.02%
(2)
|
|
2020
|
|
$
|
694
|
|
|
$
|
863
|
|
Current maturities of long-term debt
|
|
Various
|
|
2020
|
|
766
|
|
|
439
|
|
||
Current maturities of capitalized lease liabilities
|
|
1.0% - 12.0%
|
|
2020
|
|
482
|
|
|
616
|
|
||
Short-term debt and current maturities of long-term debt
|
|
|
|
|
|
$
|
1,942
|
|
|
$
|
1,918
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, net of current maturities
|
|
|
|
|
|
|
|
|
||||
GBP term loan
|
|
1.3% -1.5%
(3)
|
|
2019
|
|
$
|
—
|
|
|
$
|
260
|
|
EUR term loan
|
|
1.75%
(4)
|
|
2019
|
|
—
|
|
|
493
|
|
||
AUD term loan
|
|
2.7% - 2.9%
(5)
|
|
2021
|
|
567
|
|
|
—
|
|
||
AUD term loan
|
|
2.9% - 3.3%
(6)
|
|
2022
|
|
—
|
|
|
210
|
|
||
GBP term loan
|
|
1.60%
(7)
|
|
2022
|
|
583
|
|
|
—
|
|
||
EUR term loan
|
|
0.90%
(8)
|
|
2022
|
|
—
|
|
|
187
|
|
||
USD term loan
|
|
3.1% - 3.3%
(9)
|
|
2022
|
|
—
|
|
|
899
|
|
||
$500 million Senior notes
|
|
2.875%
|
|
2020
|
|
502
|
|
|
502
|
|
||
$500 million Senior notes
|
|
3.0% - 3.8%
(10)
|
|
2021
|
|
498
|
|
|
646
|
|
||
$274 million Senior notes
|
|
4.45%
|
|
2023
|
|
277
|
|
|
278
|
|
||
$171 million Senior notes
|
|
4.45%
|
|
2023
|
|
172
|
|
|
173
|
|
||
$500 million Senior notes
|
|
4.25%
|
|
2025
|
|
506
|
|
|
507
|
|
||
£
250 million Senior notes
|
|
2.75%
|
|
2025
|
|
322
|
|
|
346
|
|
||
€650 million Senior notes
|
|
1.75%
|
|
2026
|
|
725
|
|
|
—
|
|
||
$500 million Senior notes
|
|
4.75%
|
|
2028
|
|
508
|
|
|
509
|
|
||
$234 million Senior notes
|
|
7.45%
|
|
2030
|
|
273
|
|
|
277
|
|
||
Lease credit facility
|
|
2.2% - 3.5%
|
|
2020 - 2023
|
|
25
|
|
|
46
|
|
||
Capitalized lease liabilities
|
|
1.0% - 12.0%
|
|
2020 - 2024
|
|
1,127
|
|
|
1,235
|
|
||
Borrowings for assets acquired under long-term financing
|
|
2.3% - 4.5%
|
|
2020 - 2024
|
|
462
|
|
|
405
|
|
||
Mandatorily redeemable preferred stock outstanding
|
|
6.00%
|
|
2023
|
|
62
|
|
|
61
|
|
||
Other borrowings
|
|
0.5% - 7.4%
|
|
2020 - 2022
|
|
109
|
|
|
113
|
|
||
Long-term debt
|
|
|
|
|
|
6,718
|
|
|
7,147
|
|
||
Less: current maturities
|
|
|
|
|
|
1,248
|
|
|
1,055
|
|
||
Long-term debt, net of current maturities
|
|
|
|
|
|
$
|
5,470
|
|
|
$
|
6,092
|
|
(1)
|
At DXC's option, DXC can borrow up to a maximum of
€1 billion
.
|
(2)
|
Approximate weighted average interest rate.
|
Fiscal Year
|
|
(in millions)
|
||
2020
|
|
$
|
509
|
|
2021
|
|
310
|
|
|
2022
|
|
212
|
|
|
2023
|
|
128
|
|
|
2024
|
|
36
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum lease payments
|
|
1,195
|
|
|
Less: Amount representing interest and executory costs
|
|
(68
|
)
|
|
Present value of net minimum lease payments
|
|
1,127
|
|
|
Less: Current maturities of capital lease obligations
|
|
(482
|
)
|
|
Long-term capitalized lease liabilities
|
|
$
|
645
|
|
Fiscal Year
|
|
(in millions)
|
||
2020
|
|
$
|
766
|
|
2021
|
|
1,221
|
|
|
2022
|
|
722
|
|
|
2023
|
|
547
|
|
|
2024
|
|
21
|
|
|
Thereafter
|
|
2,314
|
|
|
Total
|
|
$
|
5,591
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Projected benefit obligation at beginning of year
|
|
$
|
11,384
|
|
|
$
|
3,297
|
|
Benefit obligation assumed as a result of the HPES merger
|
|
—
|
|
|
7,351
|
|
||
Service cost
|
|
88
|
|
|
121
|
|
||
Interest cost
|
|
253
|
|
|
249
|
|
||
Plan participants’ contributions
|
|
13
|
|
|
16
|
|
||
Amendments
|
|
27
|
|
|
(44
|
)
|
||
Business/contract acquisitions/divestitures
|
|
—
|
|
|
69
|
|
||
Contractual termination benefits
|
|
3
|
|
|
13
|
|
||
Settlement/curtailment
|
|
(49
|
)
|
|
(65
|
)
|
||
Actuarial loss (gain)
|
|
286
|
|
|
(332
|
)
|
||
Benefits paid
|
|
(344
|
)
|
|
(447
|
)
|
||
Foreign currency exchange rate changes
|
|
(818
|
)
|
|
1,170
|
|
||
Other
|
|
173
|
|
|
(14
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
11,016
|
|
|
$
|
11,384
|
|
|
|
Fiscal Years Ended
|
||||
|
|
March 31, 2019
|
|
March 31, 2018
|
||
Discount rate
|
|
2.4
|
%
|
|
2.5
|
%
|
Rates of increase in compensation levels
|
|
2.0
|
%
|
|
2.0
|
%
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
11,574
|
|
|
$
|
2,998
|
|
Assets assumed as a result of the HPES merger
|
|
—
|
|
|
7,411
|
|
||
Actual return on plan assets
|
|
700
|
|
|
371
|
|
||
Employer contribution
|
|
78
|
|
|
83
|
|
||
Plan participants’ contributions
|
|
13
|
|
|
16
|
|
||
Benefits paid
|
|
(344
|
)
|
|
(447
|
)
|
||
Business/contract acquisitions/divestitures
|
|
—
|
|
|
(2
|
)
|
||
Contractual termination benefits
|
|
17
|
|
|
4
|
|
||
Plan settlement
|
|
(38
|
)
|
|
(22
|
)
|
||
Foreign currency exchange rate changes
|
|
(837
|
)
|
|
1,176
|
|
||
Other
|
|
180
|
|
|
(14
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
11,343
|
|
|
$
|
11,574
|
|
|
|
|
|
|
||||
Funded status at end of year
|
|
$
|
327
|
|
|
$
|
190
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Other assets
|
|
$
|
1,157
|
|
|
$
|
1,118
|
|
Accrued expenses and other current liabilities
|
|
(20
|
)
|
|
(28
|
)
|
||
Non-current pension obligations
|
|
(790
|
)
|
|
(879
|
)
|
||
Other long-term liabilities - OPEB
|
|
(20
|
)
|
|
(21
|
)
|
||
Net amount recorded
|
|
$
|
327
|
|
|
$
|
190
|
|
|
|
|
|
|
||||
Accumulated benefit obligation
|
|
$
|
10,893
|
|
|
$
|
11,241
|
|
|
|
Benefit Plans with Projected Benefit Obligation in Excess of Plan Assets
|
|
Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets
|
||||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||
Projected benefit obligation
|
|
$
|
2,329
|
|
|
$
|
2,488
|
|
|
$
|
2,070
|
|
|
$
|
2,250
|
|
Accumulated benefit obligation
|
|
$
|
2,230
|
|
|
$
|
2,363
|
|
|
$
|
2,004
|
|
|
$
|
2,162
|
|
Fair value of plan assets
|
|
$
|
1,494
|
|
|
$
|
1,552
|
|
|
$
|
1,255
|
|
|
$
|
1,338
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Service cost
|
|
$
|
88
|
|
|
$
|
121
|
|
|
$
|
23
|
|
Interest cost
|
|
253
|
|
|
249
|
|
|
82
|
|
|||
Expected return on assets
|
|
(570
|
)
|
|
(534
|
)
|
|
(161
|
)
|
|||
Amortization of transition obligation
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Amortization of prior service costs
|
|
(15
|
)
|
|
(18
|
)
|
|
(17
|
)
|
|||
Contractual termination benefit
|
|
3
|
|
|
13
|
|
|
1
|
|
|||
Settlement/curtailment gain
|
|
(10
|
)
|
|
(42
|
)
|
|
—
|
|
|||
Recognition of actuarial loss (gain)
|
|
153
|
|
|
(178
|
)
|
|
87
|
|
|||
Net periodic pension (income) expense
|
|
$
|
(98
|
)
|
|
$
|
(388
|
)
|
|
$
|
16
|
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
|||
Discount or settlement rates
|
|
2.5
|
%
|
|
2.5
|
%
|
|
3.1
|
%
|
Expected long-term rates of return on assets
|
|
5.3
|
%
|
|
4.9
|
%
|
|
6.3
|
%
|
Rates of increase in compensation levels
|
|
2.1
|
%
|
|
2.7
|
%
|
|
2.6
|
%
|
|
|
Fiscal Years Ended
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Prior service cost
|
|
$
|
(195
|
)
|
|
$
|
(298
|
)
|
(in millions)
|
|
|
||
Employer contributions:
|
|
|
||
2020
|
|
$
|
82
|
|
|
|
|
||
Benefit Payments:
|
|
|
||
2020
|
|
$
|
319
|
|
2021
|
|
305
|
|
|
2022
|
|
358
|
|
|
2023
|
|
300
|
|
|
2024
|
|
302
|
|
|
2025 and thereafter
|
|
1,610
|
|
|
Total
|
|
$
|
3,194
|
|
|
|
|
As of March 31, 2019
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|||||||||
|
US Domestic Stocks
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Global Stocks
|
|
10
|
|
|
13
|
|
|
—
|
|
|
23
|
|
||||
|
Global/International Equity commingled funds
|
|
399
|
|
|
2,156
|
|
|
—
|
|
|
2,555
|
|
||||
|
Global equity mutual funds
|
|
49
|
|
|
325
|
|
|
—
|
|
|
374
|
|
||||
|
U.S./North American Equity commingled funds
|
|
1
|
|
|
10
|
|
|
—
|
|
|
11
|
|
||||
Fixed Income:
|
|
|
|
|
|
|
|
|
|||||||||
|
Non-U.S. Government funds
|
|
215
|
|
|
29
|
|
|
—
|
|
|
244
|
|
||||
|
Fixed income commingled funds
|
|
6
|
|
|
4,807
|
|
|
—
|
|
|
4,813
|
|
||||
|
Fixed income mutual funds
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
|
Corporate bonds
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Alternatives:
|
|
|
|
|
|
|
|
|
|||||||||
|
Other Alternatives
(1)
|
|
6
|
|
|
1,880
|
|
|
982
|
|
|
2,868
|
|
||||
|
Hedge Funds
(2)
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Other Assets
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|||||
Insurance contracts
|
|
—
|
|
|
108
|
|
|
14
|
|
|
122
|
|
|||||
Cash and cash equivalents
|
|
99
|
|
|
184
|
|
|
—
|
|
|
283
|
|
|||||
Totals
|
|
$
|
788
|
|
|
$
|
9,523
|
|
|
$
|
1,032
|
|
|
$
|
11,343
|
|
|
|
As of March 31, 2018
|
|||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|||||||||
|
Global/International Equity commingled funds
|
|
$
|
465
|
|
|
$
|
1,978
|
|
|
$
|
—
|
|
|
$
|
2,443
|
|
|
Global equity mutual funds
|
|
8
|
|
|
333
|
|
|
—
|
|
|
341
|
|
||||
|
U.S./North American Equity commingled funds
|
|
3
|
|
|
46
|
|
|
—
|
|
|
49
|
|
||||
Fixed Income:
|
|
|
|
|
|
|
|
|
|||||||||
|
U.S. Government funds
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
Non-U.S. Government funds
|
|
2
|
|
|
54
|
|
|
—
|
|
|
56
|
|
||||
|
Fixed income commingled funds
|
|
3
|
|
|
6,092
|
|
|
—
|
|
|
6,095
|
|
||||
|
Fixed income mutual funds
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Alternatives:
|
|
|
|
|
|
|
|
|
|||||||||
|
Other Alternatives
(1)
|
|
4
|
|
|
1,228
|
|
|
874
|
|
|
2,106
|
|
||||
|
Hedge Funds
(2)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Other Assets
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Insurance contracts
|
|
—
|
|
|
160
|
|
|
10
|
|
|
170
|
|
|||||
Cash and cash equivalents
|
|
300
|
|
|
5
|
|
|
—
|
|
|
305
|
|
|||||
Totals
|
|
$
|
788
|
|
|
$
|
9,899
|
|
|
$
|
887
|
|
|
$
|
11,574
|
|
|
|
As of
|
||||
Asset Category
|
|
March 31, 2019
|
|
March 31, 2018
|
||
Equity securities
|
|
26
|
%
|
|
25
|
%
|
Debt securities
|
|
45
|
%
|
|
53
|
%
|
Alternatives
|
|
25
|
%
|
|
18
|
%
|
Cash and other
|
|
4
|
%
|
|
4
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Fiscal Year
|
|
Number of shares repurchased
|
|
Average Price Per Share
|
|
Amount (In millions)
|
||||
2019
|
|
19,342,586
|
|
|
$69.20
|
|
$
|
1,339
|
|
|
2018
|
|
1,537,782
|
|
|
$89.41
|
|
$
|
137
|
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Dividends Declared
|
||||||||||
(in millions, except per share amounts)
|
|
Per Common Share
|
|
Total
|
|
Unpaid at Fiscal Year End
|
||||||
Fiscal 2019
|
|
$
|
0.76
|
|
|
$
|
209
|
|
|
$
|
53
|
|
Fiscal 2018
|
|
$
|
0.72
|
|
|
$
|
209
|
|
|
$
|
51
|
|
Fiscal 2017
|
|
$
|
0.56
|
|
|
$
|
80
|
|
|
$
|
20
|
|
(in millions)
|
|
Foreign Currency Translation Adjustments
|
|
Cash Flow Hedges
|
|
Available-for-sale Securities
|
|
Pension and Other Post-retirement Benefit Plans
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||||||
Balance at April 1, 2016
|
|
$
|
(399
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
289
|
|
|
$
|
(111
|
)
|
Current-period other comprehensive (loss) income
|
|
(59
|
)
|
|
21
|
|
|
—
|
|
|
(2
|
)
|
|
(40
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||
Balance at March 31, 2017
|
|
$
|
(458
|
)
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
276
|
|
|
$
|
(162
|
)
|
Current-period other comprehensive (loss) income
|
|
197
|
|
|
(11
|
)
|
|
9
|
|
|
—
|
|
|
195
|
|
|||||
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|||||
Balance at March 31, 2018
|
|
$
|
(261
|
)
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
301
|
|
|
$
|
58
|
|
Current-period other comprehensive loss
|
|
(256
|
)
|
|
(22
|
)
|
|
—
|
|
|
(21
|
)
|
|
(299
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
|
|
—
|
|
|
10
|
|
|
—
|
|
|
(13
|
)
|
|
(3
|
)
|
|||||
Balance at March 31, 2019
|
|
$
|
(517
|
)
|
|
$
|
(3
|
)
|
|
$
|
9
|
|
|
$
|
267
|
|
|
$
|
(244
|
)
|
|
As of March 31, 2019
|
||||
|
Reserved for issuance
|
|
Available for future grants
|
||
DXC Employee Equity Plan
|
34,200,000
|
|
|
21,832,963
|
|
DXC Director Equity Plan
|
230,000
|
|
|
104,310
|
|
DXC Share Purchase Plan
|
250,000
|
|
|
235,389
|
|
Total
|
34,680,000
|
|
|
22,172,662
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Total share-based compensation cost
|
|
$
|
74
|
|
|
$
|
93
|
|
|
$
|
75
|
|
Related income tax benefit
|
|
$
|
15
|
|
|
$
|
21
|
|
|
$
|
25
|
|
Total intrinsic value of options exercised
|
|
$
|
44
|
|
|
$
|
136
|
|
|
$
|
73
|
|
Tax benefits from exercised stock options and awards
|
|
$
|
39
|
|
|
$
|
84
|
|
|
$
|
34
|
|
|
Fiscal Years Ended
|
||
|
|
March 31, 2017
|
|
Risk-free interest rate
|
|
1.60
|
%
|
Expected volatility
|
|
29
|
%
|
Expected term (in years)
|
|
6.09
|
|
Dividend yield
|
|
1.56
|
%
|
|
|
Number
of Option Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding as of April 1, 2016
|
|
5,366,621
|
|
|
$
|
24.83
|
|
|
7.06
|
|
$
|
51
|
|
Granted
|
|
2,450,976
|
|
|
$
|
50.91
|
|
|
|
|
|
||
Exercised
|
|
(2,544,955
|
)
|
|
$
|
21.84
|
|
|
|
|
$
|
73
|
|
Canceled/Forfeited
|
|
(448,505
|
)
|
|
$
|
36.94
|
|
|
|
|
|
||
Expired
|
|
(56,741
|
)
|
|
$
|
14.36
|
|
|
|
|
|
||
Outstanding as of March 31, 2017
|
|
4,767,396
|
|
|
$
|
38.70
|
|
|
8.01
|
|
$
|
145
|
|
HPE options converted to DXC options at HPES Merger
|
|
2,654,970
|
|
|
$
|
46.56
|
|
|
|
|
|
||
CSC options converted to RSUs due to HPE Merger
|
|
(1,521,519
|
)
|
|
$
|
51.00
|
|
|
|
|
|
||
Exercised
|
|
(2,916,045
|
)
|
|
$
|
40.39
|
|
|
|
|
$
|
136
|
|
Canceled/Forfeited
|
|
(14,890
|
)
|
|
$
|
69.52
|
|
|
|
|
|
||
Expired
|
|
(36,411
|
)
|
|
$
|
36.69
|
|
|
|
|
|
||
Outstanding as of March 31, 2018
(1)
|
|
2,933,501
|
|
|
$
|
32.54
|
|
|
5.24
|
|
$
|
185
|
|
Issued due to Separation modification
|
|
400,170
|
|
|
$
|
31.72
|
|
|
|
|
|
||
Exercised
|
|
(969,103
|
)
|
|
$
|
37.33
|
|
|
|
|
$
|
44
|
|
Canceled/Forfeited
|
|
(14,607
|
)
|
|
$
|
48.33
|
|
|
|
|
|
||
Expired
|
|
(31,193
|
)
|
|
$
|
25.03
|
|
|
|
|
|
||
Outstanding as of March 31, 2019
|
|
2,318,768
|
|
|
$
|
30.40
|
|
|
4.80
|
|
$
|
79
|
|
Vested and expected to vest in the future as of March 31, 2019
|
|
2,318,406
|
|
|
$
|
30.40
|
|
|
4.80
|
|
$
|
79
|
|
Exercisable as of March 31, 2019
|
|
2,314,206
|
|
|
$
|
30.35
|
|
|
4.80
|
|
$
|
79
|
|
|
|
As of March 31, 2019
|
||||||||||||||
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Option Exercise Price
|
|
Number
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Number
Exercisable
|
|
Weighted
Average
Exercise
Price
|
||||||
$8.96 - $24.47
|
|
652,585
|
|
|
$
|
18.88
|
|
|
3.44
|
|
652,585
|
|
|
$
|
18.88
|
|
$25.14 - $41.92
|
|
1,120,399
|
|
|
$
|
29.68
|
|
|
4.83
|
|
1,120,399
|
|
|
$
|
29.68
|
|
$42.05 - $62.44
|
|
545,784
|
|
|
$
|
45.64
|
|
|
6.35
|
|
541,222
|
|
|
$
|
45.55
|
|
|
|
2,318,768
|
|
|
|
|
|
|
2,314,206
|
|
|
|
|
Number of
Shares |
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding as of April 1, 2016
|
3,597,999
|
|
|
$
|
29.25
|
|
Granted
|
1,150,185
|
|
|
$
|
47.70
|
|
Settled
|
(602,467
|
)
|
|
$
|
27.29
|
|
Canceled/Forfeited
|
(434,732
|
)
|
|
$
|
32.86
|
|
Outstanding as of March 31, 2017
|
3,710,985
|
|
|
$
|
34.86
|
|
Granted
|
1,828,667
|
|
|
$
|
82.34
|
|
HPE RSUs converted to DXC RSUs due to HPES Merger
|
95,816
|
|
|
$
|
69.34
|
|
Options converted to RSUs due to HPES Merger
|
609,416
|
|
|
$
|
32.58
|
|
Settled
|
(1,934,446
|
)
|
|
$
|
35.93
|
|
Canceled/Forfeited
|
(324,822
|
)
|
|
$
|
59.34
|
|
Outstanding as of March 31, 2018
(1)
|
3,985,616
|
|
|
$
|
47.25
|
|
Granted
|
1,136,002
|
|
|
$
|
77.10
|
|
Issued due to Separation modification
|
649,649
|
|
|
$
|
51.98
|
|
Settled
|
(2,207,467
|
)
|
|
$
|
33.05
|
|
Canceled/Forfeited
|
(754,025
|
)
|
|
$
|
62.01
|
|
Outstanding as of March 31, 2019
|
2,809,775
|
|
|
$
|
67.27
|
|
|
Number of
Shares |
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding as of April 1, 2016
|
89,046
|
|
|
$
|
27.00
|
|
Granted
|
33,600
|
|
|
$
|
47.35
|
|
Settled
|
(32,080
|
)
|
|
$
|
28.58
|
|
Canceled/Forfeited
|
(4,800
|
)
|
|
$
|
30.31
|
|
Outstanding as of March 31, 2017
|
85,766
|
|
|
$
|
34.19
|
|
Granted
|
22,900
|
|
|
$
|
84.40
|
|
Settled
|
(39,980
|
)
|
|
$
|
45.25
|
|
Canceled/Forfeited
|
(2,300
|
)
|
|
$
|
85.35
|
|
Outstanding as of March 31, 2018
(1)
|
66,386
|
|
|
$
|
37.26
|
|
Granted
|
19,200
|
|
|
$
|
87.88
|
|
Issued due to Separation modification
|
10,488
|
|
|
$
|
37.69
|
|
Settled
|
(20,324
|
)
|
|
$
|
51.59
|
|
Canceled/Forfeited
|
—
|
|
|
$
|
—
|
|
Outstanding as of March 31, 2019
|
75,750
|
|
|
$
|
46.31
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Cash paid for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
308
|
|
|
$
|
288
|
|
|
$
|
103
|
|
Taxes on income, net of refunds
(1)
|
|
$
|
197
|
|
|
$
|
376
|
|
|
$
|
63
|
|
|
|
|
|
|
|
|
||||||
Non-cash activities:
|
|
|
|
|
|
|
||||||
Operating:
|
|
|
|
|
|
|
||||||
Prepaid assets acquired under long-term financing
|
|
$
|
48
|
|
|
$
|
209
|
|
|
$
|
—
|
|
Investing:
|
|
|
|
|
|
|
||||||
Capital expenditures in accounts payable and accrued expenses
|
|
$
|
45
|
|
|
$
|
46
|
|
|
$
|
43
|
|
Capital expenditures through capital lease obligations
|
|
$
|
668
|
|
|
$
|
664
|
|
|
$
|
52
|
|
Assets acquired under long-term financing
|
|
$
|
200
|
|
|
$
|
238
|
|
|
$
|
87
|
|
Increase in deferred purchase price receivable
|
|
$
|
1,489
|
|
|
$
|
665
|
|
|
$
|
595
|
|
Contingent consideration
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financing:
|
|
|
|
|
|
|
||||||
Dividends declared but not yet paid
|
|
$
|
53
|
|
|
$
|
51
|
|
|
$
|
20
|
|
Stock issued for the acquisition of HPES
|
|
$
|
—
|
|
|
$
|
9,850
|
|
|
$
|
—
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Non-service cost components of net periodic pension income
|
|
$
|
(182
|
)
|
|
$
|
(509
|
)
|
|
$
|
(7
|
)
|
Foreign currency loss (gain)
|
|
31
|
|
|
(71
|
)
|
|
(8
|
)
|
|||
Other gain
|
|
(155
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|||
Totals
|
|
$
|
(306
|
)
|
|
$
|
(593
|
)
|
|
$
|
(17
|
)
|
•
|
Enterprise, Cloud Applications and Consulting.
GBS provides industry, business process systems integration and technical delivery experience to maximize value from enterprise application portfolios. GBS also helps clients accelerate their digital transformations and business results with industry, business, technology and complex integration services.
|
•
|
Application Services.
GBS's comprehensive services helps clients modernize, develop, test and manage their applications.
|
•
|
Analytics.
GBS's portfolio of analytics services and robust partner ecosystem helps clients gain rapid insights and accelerate their digital transformation journeys.
|
•
|
Business Process Services.
GBS provides seamless digital integration and optimization of front and back office processes, including its Agile Process Automation approach.
|
•
|
Industry Software and Solutions.
GBS's industry-specific solutions enable businesses to quickly integrate technology, transform their operations and develop new ways of doing business. GBS's vertical-specific IP includes insurance, healthcare and life sciences, travel and transportation, and banking and capital markets solutions.
|
•
|
Cloud and Platform Services.
GIS helps clients maximize their private cloud, public cloud and legacy infrastructures, as well as securely manage their hybrid environments.
|
•
|
Workplace and Mobility
. GIS's workplace, mobility and Internet of Things ("IoT") services provides a consumer-like experience with enterprise security and instant connectivity for its clients.
|
•
|
Security.
GIS's security solutions help predict attacks, proactively respond to threats, ensure compliance and protect data, applications, infrastructure and endpoints.
|
(in millions)
|
|
GBS
|
|
GIS
|
|
Total Reportable Segments
|
|
All Other
|
|
Totals
|
||||||||||
Fiscal Year Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
8,684
|
|
|
$
|
12,069
|
|
|
$
|
20,753
|
|
|
$
|
—
|
|
|
$
|
20,753
|
|
Segment Profit
|
|
$
|
1,645
|
|
|
$
|
1,911
|
|
|
$
|
3,556
|
|
|
$
|
(287
|
)
|
|
$
|
3,269
|
|
Depreciation and amortization
(1)
|
|
$
|
90
|
|
|
$
|
1,212
|
|
|
$
|
1,302
|
|
|
$
|
127
|
|
|
$
|
1,429
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
9,254
|
|
|
$
|
12,479
|
|
|
$
|
21,733
|
|
|
$
|
—
|
|
|
$
|
21,733
|
|
Segment Profit
|
|
$
|
1,525
|
|
|
$
|
1,643
|
|
|
$
|
3,168
|
|
|
$
|
(179
|
)
|
|
$
|
2,989
|
|
Depreciation and amortization
(1)
|
|
$
|
99
|
|
|
$
|
1,078
|
|
|
$
|
1,177
|
|
|
$
|
92
|
|
|
$
|
1,269
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
4,173
|
|
|
$
|
3,434
|
|
|
$
|
7,607
|
|
|
$
|
—
|
|
|
$
|
7,607
|
|
Segment Profit
|
|
$
|
492
|
|
|
$
|
306
|
|
|
$
|
798
|
|
|
$
|
(180
|
)
|
|
$
|
618
|
|
Depreciation and amortization
(1)
|
|
$
|
107
|
|
|
$
|
399
|
|
|
$
|
506
|
|
|
$
|
64
|
|
|
$
|
570
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||
Profit
|
|
|
|
|
|
|
||||||
Total profit for reportable segments
|
|
$
|
3,556
|
|
|
$
|
3,168
|
|
|
$
|
798
|
|
All other loss
|
|
(287
|
)
|
|
(179
|
)
|
|
(180
|
)
|
|||
Interest income
|
|
128
|
|
|
89
|
|
|
35
|
|
|||
Interest expense
|
|
(334
|
)
|
|
(320
|
)
|
|
(117
|
)
|
|||
Restructuring costs
|
|
(465
|
)
|
|
(789
|
)
|
|
(238
|
)
|
|||
Transaction, separation, and integration-related costs
|
|
(401
|
)
|
|
(359
|
)
|
|
(308
|
)
|
|||
Amortization of acquired intangible assets
|
|
(539
|
)
|
|
(526
|
)
|
|
(77
|
)
|
|||
Pension and OPEB actuarial and settlement (losses) gains
|
|
(143
|
)
|
|
220
|
|
|
(87
|
)
|
|||
Income (loss) from continuing operations, before taxes
|
|
$
|
1,515
|
|
|
$
|
1,304
|
|
|
$
|
(174
|
)
|
|
|
As of
|
|||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
|||
United States
|
|
1,352
|
|
|
1,270
|
|
|
389
|
|
United Kingdom
|
|
512
|
|
|
535
|
|
|
235
|
|
Australia
|
|
144
|
|
|
191
|
|
|
58
|
|
Other Europe
|
|
553
|
|
|
465
|
|
|
134
|
|
Other International
|
|
618
|
|
|
902
|
|
|
87
|
|
Total Property and Equipment, net
|
|
3,179
|
|
|
3,363
|
|
|
903
|
|
|
|
Twelve Months Ended
|
||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
(1)
|
|
March 31, 2017
(1)
|
||||||
United States
|
|
$
|
7,677
|
|
|
$
|
8,015
|
|
|
$
|
2,986
|
|
United Kingdom
|
|
3,175
|
|
|
3,392
|
|
|
1,482
|
|
|||
Australia
|
|
1,582
|
|
|
1,694
|
|
|
921
|
|
|||
Other Europe
|
|
5,294
|
|
|
5,409
|
|
|
1,594
|
|
|||
Other International
|
|
3,025
|
|
|
3,223
|
|
|
624
|
|
|||
Total Revenues
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
|
$
|
7,607
|
|
(1)
|
Prior period amounts have not been recast under the modified retrospective transition method.
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
April 1, 2018
|
||||
Trade receivables, net
|
|
$
|
3,232
|
|
|
$
|
3,937
|
|
Contract assets
|
|
$
|
390
|
|
|
$
|
444
|
|
Contract liabilities
|
|
$
|
1,886
|
|
|
$
|
2,053
|
|
(in millions)
|
|
Twelve Months Ended March 31, 2019
|
||
ASC 605 Balance, beginning of period
|
|
$
|
2,434
|
|
Adjustment related to Topic 606 adoption
|
|
(381
|
)
|
|
ASC 606 Balance, beginning of period
|
|
2,053
|
|
|
Deferred revenue
|
|
2,681
|
|
|
Recognition of deferred revenue
|
|
(2,664
|
)
|
|
Currency translation adjustment
|
|
(167
|
)
|
|
Other
|
|
(17
|
)
|
|
Balance, end of period
|
|
$
|
1,886
|
|
(in millions)
|
|
As of March 31, 2019
|
||
Capitalized sales commission cost
(1)
|
|
$
|
228
|
|
Transition and transformation contract costs, net
(2)
|
|
$
|
966
|
|
(1)
|
Capitalized sales commission costs are included within other assets in the accompanying balance sheets. For the twelve months ended
March 31, 2019
, amortization expense of
$62 million
related to the capitalized sales commission assets is included in selling, general, and administrative expenses in the accompanying statements of operations.
|
(2)
|
Transition and transformation contract costs, net reflect the Company’s setup costs incurred upon initiation of an outsourcing contract that are classified as other assets in the accompanying balance sheets. For the twelve months ended
March 31, 2019
, amortization expense of
$258 million
is included within depreciation and amortization in the accompanying statements of operations.
|
Statement of Operations (Selected Captions)
|
|
|
|
|
|
|
||||||
|
|
Twelve Months Ended March 31, 2019
|
||||||||||
(in millions)
|
|
As Reported
|
|
Amounts Without Adoption of ASC 606
|
|
Effect of Change Higher/(Lower)
|
||||||
Revenues
|
|
$
|
20,753
|
|
|
$
|
20,723
|
|
|
$
|
30
|
|
Costs of services
|
|
$
|
14,946
|
|
|
$
|
14,944
|
|
|
$
|
2
|
|
Selling, general and administrative
|
|
$
|
1,959
|
|
|
$
|
2,032
|
|
|
$
|
(73
|
)
|
Interest income
|
|
$
|
(128
|
)
|
|
$
|
(141
|
)
|
|
$
|
(13
|
)
|
Income tax expense
|
|
$
|
288
|
|
|
$
|
266
|
|
|
$
|
22
|
|
Net income attributable to DXC common stockholders
|
|
$
|
1,257
|
|
|
$
|
1,191
|
|
|
$
|
66
|
|
Balance Sheet (Selected Captions)
|
|
|
|
|
|
|
||||||
|
|
As of March 31, 2019
|
||||||||||
(in millions)
|
|
As Reported
|
|
Amounts Without Adoption of ASC 606
|
|
Effect of Change Higher/(Lower)
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Receivables and contract assets, net of allowance for doubtful accounts
|
|
$
|
5,181
|
|
|
$
|
5,199
|
|
|
$
|
(18
|
)
|
Other current assets
|
|
$
|
359
|
|
|
$
|
411
|
|
|
$
|
(52
|
)
|
Deferred income taxes, net
|
|
$
|
355
|
|
|
$
|
376
|
|
|
$
|
(21
|
)
|
Other assets
|
|
$
|
3,429
|
|
|
$
|
3,451
|
|
|
$
|
(22
|
)
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
$
|
3,355
|
|
|
$
|
3,356
|
|
|
$
|
(1
|
)
|
Deferred revenue and advance contract payments
|
|
$
|
1,630
|
|
|
$
|
1,717
|
|
|
$
|
(87
|
)
|
Income taxes payable
|
|
$
|
208
|
|
|
$
|
206
|
|
|
$
|
2
|
|
Non-current deferred revenue
|
|
$
|
256
|
|
|
$
|
491
|
|
|
$
|
(235
|
)
|
Non-current income tax liabilities and deferred tax liabilities
|
|
$
|
1,184
|
|
|
$
|
1,148
|
|
|
$
|
36
|
|
|
|
|
|
|
|
|
||||||
Equity:
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
$
|
478
|
|
|
$
|
301
|
|
|
$
|
177
|
|
Accumulated other comprehensive loss
|
|
$
|
(244
|
)
|
|
$
|
(239
|
)
|
|
$
|
(5
|
)
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Accrued expenses and other current liabilities
|
|
$
|
273
|
|
|
$
|
367
|
|
Other long-term liabilities
|
|
106
|
|
|
153
|
|
||
Total
|
|
$
|
379
|
|
|
$
|
520
|
|
|
|
Restructuring Liability as of March 31, 2018
|
|
Costs Expensed,
Net of Reversals (1) |
|
Costs Not Affecting Restructuring Liability
(2)
|
|
Cash Paid
|
|
Other
(3)
|
|
Restructuring Liability as of March 31, 2019
|
||||||||||||
Fiscal 2019 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Workforce Reductions
|
|
$
|
—
|
|
|
$
|
363
|
|
|
$
|
(2
|
)
|
|
$
|
(218
|
)
|
|
$
|
(5
|
)
|
|
$
|
138
|
|
Facilities Costs
|
|
—
|
|
|
144
|
|
|
(6
|
)
|
|
(68
|
)
|
|
(2
|
)
|
|
68
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
507
|
|
|
$
|
(8
|
)
|
|
$
|
(286
|
)
|
|
$
|
(7
|
)
|
|
$
|
206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal 2018 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Workforce Reductions
|
|
$
|
257
|
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
(151
|
)
|
|
$
|
(17
|
)
|
|
$
|
59
|
|
Facilities Costs
|
|
98
|
|
|
(14
|
)
|
|
(3
|
)
|
|
(40
|
)
|
|
(6
|
)
|
|
35
|
|
||||||
Total
|
|
$
|
355
|
|
|
$
|
(44
|
)
|
|
$
|
(3
|
)
|
|
$
|
(191
|
)
|
|
$
|
(23
|
)
|
|
$
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal 2017 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Workforce Reductions
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
Facilities Costs
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Prior Year Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Workforce Reductions
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
2
|
|
Facilities Costs
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
||||||
Total
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquired Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Workforce Reductions
|
|
$
|
110
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(58
|
)
|
|
$
|
(3
|
)
|
|
$
|
51
|
|
Facilities Costs
|
|
27
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
18
|
|
||||||
Total
|
|
$
|
137
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(67
|
)
|
|
$
|
(3
|
)
|
|
$
|
69
|
|
|
|
Restructuring Liability as of March 31, 2017
|
|
Acquired Balance as of April 1, 2017
|
|
Costs Expensed, Net of Reversals
(1)
|
|
Costs Not Affecting Restructuring Liability
(2)
|
|
Cash Paid
|
|
Other
(3)
|
|
Restructuring Liability as of March 31, 2018
|
||||||||||||||
Fiscal 2018 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
—
|
|
|
n/a
|
|
|
$
|
624
|
|
|
$
|
(10
|
)
|
|
$
|
(367
|
)
|
|
$
|
10
|
|
|
$
|
257
|
|
|
Facilities Costs
|
|
—
|
|
|
n/a
|
|
|
202
|
|
|
(4
|
)
|
|
(102
|
)
|
|
2
|
|
|
98
|
|
|||||||
Total
|
|
$
|
—
|
|
|
n/a
|
|
|
$
|
826
|
|
|
$
|
(14
|
)
|
|
$
|
(469
|
)
|
|
$
|
12
|
|
|
$
|
355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2017 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
155
|
|
|
n/a
|
|
|
$
|
(32
|
)
|
|
$
|
(2
|
)
|
|
$
|
(112
|
)
|
|
$
|
10
|
|
|
$
|
19
|
|
|
Facilities Costs
|
|
6
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
3
|
|
|||||||
Total
|
|
$
|
161
|
|
|
n/a
|
|
|
$
|
(32
|
)
|
|
$
|
(2
|
)
|
|
$
|
(117
|
)
|
|
$
|
12
|
|
|
$
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2016 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
8
|
|
|
n/a
|
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
Facilities Costs
|
|
5
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
|||||||
Total
|
|
$
|
13
|
|
|
n/a
|
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2015 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
3
|
|
|
n/a
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Facilities Costs
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
3
|
|
|
n/a
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
n/a
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(152
|
)
|
|
$
|
9
|
|
|
$
|
110
|
|
|
Facilities Costs
|
|
n/a
|
|
|
70
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(37
|
)
|
|
—
|
|
|
27
|
|
|||||||
Total
|
|
n/a
|
|
|
$
|
325
|
|
|
$
|
(3
|
)
|
|
$
|
(5
|
)
|
|
$
|
(189
|
)
|
|
$
|
9
|
|
|
$
|
137
|
|
Fiscal year
|
|
|
|
|
||||
(in millions)
|
|
Real Estate
|
|
Equipment
|
||||
2020
|
|
$
|
409
|
|
|
$
|
248
|
|
2021
|
|
288
|
|
|
119
|
|
||
2022
|
|
203
|
|
|
27
|
|
||
2023
|
|
159
|
|
|
4
|
|
||
2024
|
|
124
|
|
|
1
|
|
||
Thereafter
|
|
274
|
|
|
—
|
|
||
Minimum fixed rentals
|
|
1,457
|
|
|
399
|
|
||
Less: Sublease rental income
|
|
(149
|
)
|
|
—
|
|
||
Totals
|
|
$
|
1,308
|
|
|
$
|
399
|
|
Fiscal year
|
|
Minimum Purchase Commitment
(1)
|
||
(in millions)
|
|
|||
2020
|
|
$
|
2,286
|
|
2021
|
|
1,026
|
|
|
2022
|
|
488
|
|
|
2023
|
|
432
|
|
|
2024
|
|
243
|
|
|
Thereafter
|
|
25
|
|
|
Total
|
|
$
|
4,500
|
|
(in millions)
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022 and Thereafter
|
|
Totals
|
||||||||
Surety bonds
|
|
$
|
254
|
|
|
$
|
125
|
|
|
$
|
145
|
|
|
$
|
524
|
|
Letters of credit
|
|
190
|
|
|
28
|
|
|
364
|
|
|
582
|
|
||||
Stand-by letters of credit
|
|
81
|
|
|
81
|
|
|
13
|
|
|
175
|
|
||||
Totals
|
|
$
|
525
|
|
|
$
|
234
|
|
|
$
|
522
|
|
|
$
|
1,281
|
|
|
|
Fiscal Year Ended March 31, 2018
|
||||||||||
(in millions)
|
|
As Previously Reported
|
|
Retrospective Adoption of ASU 2016-15
|
|
As Adjusted
|
||||||
Decrease (increase) in receivables
|
|
$
|
74
|
|
|
$
|
(538
|
)
|
|
$
|
(464
|
)
|
Net cash provided by operating activities
|
|
$
|
3,105
|
|
|
$
|
(538
|
)
|
|
$
|
2,567
|
|
Deferred purchase price receivable
|
|
$
|
147
|
|
|
$
|
538
|
|
|
$
|
685
|
|
Net cash provided by investing activities
|
|
$
|
181
|
|
|
$
|
538
|
|
|
$
|
719
|
|
|
|
Fiscal Year Ended March 31, 2017
|
||||||||||
(in millions)
|
|
As Previously Reported
|
|
Retrospective Adoption of ASU 2016-15
|
|
As Adjusted
|
||||||
Decrease (increase) in receivables
|
|
$
|
193
|
|
|
$
|
(218
|
)
|
|
$
|
(25
|
)
|
Net cash provided by operating activities
|
|
$
|
837
|
|
|
$
|
(218
|
)
|
|
$
|
619
|
|
Deferred purchase price receivable
|
|
$
|
141
|
|
|
$
|
218
|
|
|
$
|
359
|
|
Net cash used in investing activities
|
|
$
|
(783
|
)
|
|
$
|
218
|
|
|
$
|
(565
|
)
|
|
|
Fiscal 2019
|
||||||||||||||
(in millions, except per-share amounts)
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Revenues
|
|
$
|
5,282
|
|
|
$
|
5,013
|
|
|
$
|
5,178
|
|
|
$
|
5,280
|
|
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
3,867
|
|
|
3,518
|
|
|
3,725
|
|
|
3,836
|
|
||||
Gross profit
|
|
$
|
1,415
|
|
|
$
|
1,495
|
|
|
$
|
1,453
|
|
|
$
|
1,444
|
|
Restructuring costs
|
|
$
|
185
|
|
|
$
|
157
|
|
|
$
|
76
|
|
|
$
|
47
|
|
Income from continuing operations before taxes
|
|
$
|
360
|
|
|
$
|
332
|
|
|
$
|
469
|
|
|
$
|
354
|
|
Income from continuing operations, net of taxes
|
|
$
|
231
|
|
|
$
|
259
|
|
|
$
|
466
|
|
|
$
|
271
|
|
Income from discontinued operations, net of taxes
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to DXC common shareholders
|
|
$
|
259
|
|
|
$
|
262
|
|
|
$
|
462
|
|
|
$
|
274
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share
(1)
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.79
|
|
|
$
|
0.93
|
|
|
$
|
1.68
|
|
|
$
|
1.02
|
|
Discontinued operations
|
|
$
|
0.12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.78
|
|
|
$
|
0.92
|
|
|
$
|
1.66
|
|
|
$
|
1.01
|
|
Discontinued operations
|
|
$
|
0.12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividend per common share
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
|
Fiscal 2018
|
||||||||||||||
(in millions, except per-share amounts)
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||
Revenues
|
|
$
|
5,236
|
|
|
$
|
5,453
|
|
|
$
|
5,460
|
|
|
$
|
5,584
|
|
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
4,309
|
|
|
3,870
|
|
|
4,051
|
|
|
4,087
|
|
||||
Gross profit
|
|
$
|
927
|
|
|
$
|
1,583
|
|
|
$
|
1,409
|
|
|
$
|
1,497
|
|
Restructuring costs
|
|
$
|
187
|
|
|
$
|
188
|
|
|
$
|
210
|
|
|
$
|
204
|
|
Income from continuing operations before taxes
|
|
$
|
91
|
|
|
$
|
284
|
|
|
$
|
341
|
|
|
$
|
588
|
|
Income from continuing operations, net of taxes
|
|
$
|
108
|
|
|
$
|
205
|
|
|
$
|
706
|
|
|
$
|
527
|
|
Income from discontinued operations, net of taxes
|
|
$
|
65
|
|
|
$
|
60
|
|
|
$
|
73
|
|
|
$
|
38
|
|
Net income attributable to CSC common shareholders
|
|
$
|
159
|
|
|
$
|
256
|
|
|
$
|
776
|
|
|
$
|
560
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share
(1)
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.33
|
|
|
$
|
0.69
|
|
|
$
|
2.46
|
|
|
$
|
1.83
|
|
Discontinued operations
|
|
$
|
0.23
|
|
|
$
|
0.21
|
|
|
$
|
0.26
|
|
|
$
|
0.13
|
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.33
|
|
|
$
|
0.67
|
|
|
$
|
2.43
|
|
|
$
|
1.80
|
|
Discontinued operations
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.25
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash dividend per common share
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
(1)
|
Quarterly EPS amounts may not total to the full-year EPS. EPS is calculated based on weighted average shares outstanding for the period. Quarterly weighted average shares may not equal the full-year weighted average shares for the fiscal year.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
|
|||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans approved by security holders
|
|
5,204,293
|
|
|
13.54
|
|
|
21,937,273
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
5,204,293
|
|
|
—
|
|
|
21,937,273
|
|
Exhibit
Number |
Description of Exhibit
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
|
2.6
|
|
2.7
|
|
2.8
|
|
2.9
|
2.10
|
|
2.11
|
|
2.12
|
|
2.13
|
|
2.14
|
|
2.15
|
|
2.16
|
|
2.17
|
|
2.18
|
|
2.19
|
|
2.20
|
|
2.21
|
|
2.22
|
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
|
4.14
|
|
4.15
|
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36*
|
|
10.37*
|
|
10.38*
|
|
10.39*
|
|
10.40*
|
|
10.41*
|
|
10.42*
|
|
|
|
DXC TECHNOLOGY COMPANY
|
|
|
|
|
Dated:
|
June 12, 2019
|
By:
|
/s/ Paul N. Saleh
|
|
|
Name:
|
Paul N. Saleh
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ J. Michael Lawrie
|
|
Chairman, President and Chief Executive Officer
|
|
June 12, 2019
|
J. Michael Lawrie
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Paul N. Saleh
|
|
Executive Vice President and Chief Financial Officer
|
|
June 12, 2019
|
Paul N. Saleh
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Neil A. Manna
|
|
Senior Vice President and Corporate Controller
|
|
June 12, 2019
|
Neil A. Manna
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Mukesh Aghi
|
|
Director
|
|
June 12, 2019
|
Mukesh Aghi
|
|
|
|
|
|
|
|
|
|
/s/ Amy E. Alving
|
|
Director
|
|
June 12, 2019
|
Amy E. Alving
|
|
|
|
|
|
|
|
|
|
/s/ David Herzog
|
|
Director
|
|
June 12, 2019
|
David Herzog
|
|
|
|
|
|
|
|
|
|
/s/ Mary Louise Krakauer
|
|
Director
|
|
June 12, 2019
|
Mary Louise Krakauer
|
|
|
|
|
|
|
|
|
|
/s/ Sachin Lawande
|
|
Director
|
|
June 12, 2019
|
Sachin Lawande
|
|
|
|
|
|
|
|
|
|
/s/ Julio A. Portalatin
|
|
Director
|
|
June 12, 2019
|
Julio A. Portalatin
|
|
|
|
|
|
|
|
|
|
/s/ Peter Rutland
|
|
Director
|
|
June 12, 2019
|
Peter Rutland
|
|
|
|
|
|
|
|
|
|
/s/ Manoj P. Singh
|
|
Director
|
|
June 12, 2019
|
Manoj P. Singh
|
|
|
|
|
|
|
|
|
|
/s/ Robert F. Woods
|
|
Director
|
|
June 12, 2019
|
Robert F. Woods
|
|
|
|
|
•
|
100% of the principal amount of such notes to be redeemed, and
|
•
|
as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of the notes calculated as if the maturity date of the notes was the Par Call Date (not including any portion of such interest payments accrued as of the redemption date), discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 30 basis points,
|
•
|
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
|
•
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
|
•
|
deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being repurchased.
|
(1)
|
default in paying interest on the debt securities of a series when due and the default continues for a period of 90 days or more and the time for payment has not been extended or deferred;
|
(2)
|
default in paying principal, or premium, if any, on the debt securities of that series when due;
|
(3)
|
default in the performance, or breach, of any covenant in the indenture (other than defaults specified in clause (1) or (2) above) and the default or breach continues for a period of 90 days or more after DXC receives written notice from the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series;
|
(4)
|
if any of DXC’s Indebtedness in the aggregate outstanding principal amount of $250 million or more either (1) becomes due and payable prior to the due date for payment of such Indebtedness by reason of acceleration of such Indebtedness following a default by DXC or (2) is not repaid at, and remains unpaid after, maturity as extended by any applicable period of grace or any guarantee given by DXC in respect of Indebtedness of any other person in the aggregate outstanding principal amount of $250 million or more is not honored when, and remains dishonored after, becoming due; and
|
(5)
|
certain events of bankruptcy, insolvency, reorganization.
|
•
|
the holder has given written notice to the trustee of a continuing event of default;
|
o
|
the holders of at least 25% in aggregate principal amount of the then outstanding debt securities of a series have made a written request, and such holders have offered indemnity satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and
|
•
|
the trustee does not institute such proceeding, and does not receive from the holders of a majority in aggregate principal amount of the then outstanding debt securities of such series other conflicting directions within 60 days after such notice, request and offer.
|
•
|
cure ambiguities, defects or inconsistencies;
|
•
|
provide for the assumption of DXC’s obligations in the case of a merger or consolidation and DXC’s discharge upon such assumption;
|
•
|
make any change that would provide any additional rights or benefits to the holders of the debt securities of any series or to surrender any right or power herein conferred upon DXC;
|
•
|
provide for or add guarantors with respect to the debt securities of any series and provide the terms of such guarantees;
|
•
|
secure the debt securities of any series;
|
•
|
establish the form or forms of debt securities of a series;
|
•
|
qualify the indenture under the Trust Indenture Act;
|
•
|
to permit or facilitate the defeasance and discharge of the debt securities of a series; provided, however, that any such action shall not adversely affect the interest of the holders of debt securities of such series in any material respect;
|
•
|
to evidence and provide for the acceptance under the indenture of a successor trustee;
|
•
|
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
|
•
|
conform any provision in the indenture to this “Description of the Debt Securities” to the extent that such provision was intended to be a verbatim recitation of a provision in this “Description of the Debt Securities”; or
|
•
|
make any change that does not adversely affect the rights of any holder of debt securities of such series in any material respect.
|
•
|
reduce the principal amount, or extend the fixed maturity, of the debt securities of such series, alter or waive the redemption provisions of the debt securities of such series;
|
•
|
change the currency in which principal, any premium or interest is paid;
|
•
|
reduce the percentage in principal amount outstanding of debt securities of such a series which must consent to an amendment, supplement or waiver or consent to take any action;
|
•
|
impair the right to institute suit for the enforcement of any payment on the debt securities of such a series;
|
•
|
waive a payment default with respect to the debt securities of such a series;
|
•
|
reduce the interest rate or extend the time for payment of interest on the debt securities of such a series; or
|
•
|
adversely affect the ranking of the debt securities of such a series.
|
•
|
100% of the principal amount of such notes to be redeemed, and
|
•
|
as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such interest payments accrued as of the redemption date), discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Treasury Rate plus 30 basis points,
|
•
|
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
|
•
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
|
•
|
deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being repurchased.
|
(1)
|
default in paying interest on the debt securities of a series when due and the default continues for a period of 90 days or more and the time for payment has not been extended or deferred;
|
(2)
|
default in paying principal, or premium, if any, on the debt securities of that series when due;
|
(3)
|
default in the performance, or breach, of any covenant in the indenture (other than defaults specified in clause (1) or (2) above) and the default or breach continues for a period of 90 days or more after DXC receives written notice from the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series;
|
(4)
|
if any of DXC’s Indebtedness in the aggregate outstanding principal amount of $250 million or more either (1) becomes due and payable prior to the due date for payment of such Indebtedness by reason of acceleration of such Indebtedness following a default by DXC or (2) is not repaid at, and remains unpaid after, maturity as extended by any applicable period of grace or any guarantee given by DXC in respect of Indebtedness of any other person in the aggregate outstanding principal amount of $250 million or more is not honored when, and remains dishonored after, becoming due; and
|
(5)
|
certain events of bankruptcy, insolvency, reorganization.
|
•
|
the holder has given written notice to the trustee of a continuing event of default;
|
o
|
the holders of at least 25% in aggregate principal amount of the then outstanding debt securities of a series have made a written request, and such holders have offered indemnity satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and
|
•
|
the trustee does not institute such proceeding, and does not receive from the holders of a majority in aggregate principal amount of the then outstanding debt securities of such series other conflicting directions within 60 days after such notice, request and offer.
|
•
|
cure ambiguities, defects or inconsistencies;
|
•
|
provide for the assumption of DXC’s obligations in the case of a merger or consolidation and DXC’s discharge upon such assumption;
|
•
|
make any change that would provide any additional rights or benefits to the holders of the debt securities of any series or to surrender any right or power herein conferred upon DXC;
|
•
|
provide for or add guarantors with respect to the debt securities of any series and provide the terms of such guarantees;
|
•
|
secure the debt securities of any series;
|
•
|
establish the form or forms of debt securities of a series;
|
•
|
qualify the indenture under the Trust Indenture Act;
|
•
|
to permit or facilitate the defeasance and discharge of the debt securities of a series; provided, however, that any such action shall not adversely affect the interest of the holders of debt securities of such series in any material respect;
|
•
|
to evidence and provide for the acceptance under the indenture of a successor trustee;
|
•
|
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
|
•
|
conform any provision in the indenture to this “Description of the Debt Securities” to the extent that such provision was intended to be a verbatim recitation of a provision in this “Description of the Debt Securities”; or
|
•
|
make any change that does not adversely affect the rights of any holder of debt securities of such series in any material respect.
|
•
|
reduce the principal amount, or extend the fixed maturity, of the debt securities of such series, alter or waive the redemption provisions of the debt securities of such series;
|
•
|
change the currency in which principal, any premium or interest is paid;
|
•
|
reduce the percentage in principal amount outstanding of debt securities of such a series which must consent to an amendment, supplement or waiver or consent to take any action;
|
•
|
impair the right to institute suit for the enforcement of any payment on the debt securities of such a series;
|
•
|
waive a payment default with respect to the debt securities of such a series;
|
•
|
reduce the interest rate or extend the time for payment of interest on the debt securities of such a series; or
|
•
|
adversely affect the ranking of the debt securities of such a series.
|
Entity Name
|
Jurisdiction of Organization
|
"Ent Services Bel" Limited Liability Company
|
Belarus
|
ACN 060 674 580 Pty Ltd.
|
Australia
|
Adeus Aktienregister-Service GmbH
|
Germany
|
Alliance-One Holdings, LLC
|
Delaware
|
Alliance-One Investments, LLC
|
Delaware
|
Alliance-One Services, Inc.
|
Delaware
|
AppLabs Inc.
|
Delaware
|
AppLabs Limited
|
United Kingdom
|
AppLabs Technologies (UK) PVT Ltd
|
United Kingdom
|
AppLabs Technologies Private Limited US Branch
|
Philadelphia
|
Argo Design LLC
|
Texas
|
Aspediens Holding SA
|
Switzerland
|
Australian College of Project Management Pty Ltd
|
Australia
|
Bad Homburger Inkasso GmbH
|
Germany
|
Beijing Bokai Technology Co., Ltd.
|
China
|
Beijing Bokai Technology Co., Ltd. Chongqing Branch
|
China
|
Beijing Bokai Technology Co., Ltd. Dalian Branch
|
China
|
Beijing Bokai Technology Co., Ltd. Guangzhou Branch
|
China
|
Beijing Bokai Technology Co., Ltd. Shanghai Branch
|
China
|
Beijing CSA Computer Sciences Technology Company Limited
|
China
|
Bokai Enterprise Services (Wuhan) Co., Ltd.
|
China
|
BT Objects Limited
|
United Kingdom
|
BT Operaciones de México, S. de R.L. de C.V.
|
Mexico
|
BTO Group LLC
|
Russia
|
BusinessNow Copenhagen ApS
|
Denmark
|
BusinessNow International ApS
|
Denmark
|
BusinessNow P/S
|
Denmark
|
BusinessNow Sweden AB
|
Sweden
|
CeleritiFinTech Australia Pty Limited
|
Australia
|
CeleritiFinTech Germany GmbH
|
Germany
|
CeleritiFinTech Italy S.r.l.
|
Italy
|
CeleritiFinTech Limited
|
United Kingdom
|
CeleritiFinTech Services Australia Pty Limited
|
Australia
|
CeleritiFinTech Services Germany GmbH
|
Germany
|
CeleritiFinTech Services India Private Limited
|
India
|
CeleritiFinTech Services Italy S.r.l.
|
Italy
|
CeleritiFinTech Services Limited
|
United Kingdom
|
CeleritiFinTech Services Portugal, Unipessoal LDA
|
Portugal
|
CeleritiFinTech Services UK Limited
|
United Kingdom
|
CeleritiFinTech Services USA, Inc.
|
Delaware
|
CeleritiFinTech Services Vietnam Company, Limited
|
Vietnam
|
CeleritiFinTech USA, Inc.
|
Delaware
|
Century Credit Corporation
|
Nevada
|
Century LLC
|
Nevada
|
Century Subsidiary Corporation
|
Nevada
|
China Rapid Finance Limited
|
Cayman Islands
|
Entity Name
|
Jurisdiction of Organization
|
Cleartech Brasil Ltda
|
Brazil
|
Computer Sciences Canada Inc.
|
Canada
|
Computer Sciences Corporation
|
Nevada
|
Computer Sciences Corporation (NZ) Holdings Limited
|
New Zealand
|
Computer Sciences Corporation d.o.o. Beograd
|
Serbia
|
Computer Sciences Corporation India Private Limited
|
India
|
Computer Sciences Corporation Services (pty) Limited
|
South Africa
|
Computer Sciences Corporation, Australia Pty Limited
|
Australia
|
Concerto Cloud Services, LLC
|
Delaware
|
Continental Grand, Limited Partnership
|
Nevada
|
Continuum SOCS SAS
|
France
|
Covansys Netherlands B.V.
|
Netherlands
|
Covansys S.L.
|
Spain
|
CSA (PRC) Company Limited
|
Hong Kong
|
CSC (New Zealand & Pacific Islands) Limited
|
New Zealand
|
CSC Agility Platform Australia Pty Limited
|
Australia
|
CSC Agility Platform, Inc.
|
Delaware
|
CSC Arabia Ltd.
|
Saudi Arabia
|
CSC Asset Funding I LLC
|
Delaware
|
CSC Brazil Holdings LLC
|
Delaware
|
CSC Computer Sciences (Middle East) FZ LLC - Abu Dhabi Branch
|
UAE
|
CSC Computer Sciences (Middle East) Limited
|
United Kingdom
|
CSC Computer Sciences (Middle East) Limited - Saudi Arabia Branch
|
Saudi Arabia
|
CSC Computer Sciences Argentina S.R.L.
|
Argentina
|
CSC Computer Sciences Bahrain W.L.L
|
Bahrain
|
CSC Computer Sciences Brasil S/A
|
Brazil
|
CSC Computer Sciences Capital S.a.r.l.
|
Luxembourg
|
CSC Computer Sciences Chile Inversiones Ltda.
|
Chile
|
CSC Computer Sciences Colombia SAS
|
Colombia
|
CSC Computer Sciences Corporation Chile S.A.
|
Chile
|
CSC Computer Sciences Egypt LLC
|
Egypt
|
CSC Computer Sciences EMEA Finance Limited
|
United Kingdom
|
CSC Computer Sciences Finance Luxembourg S.a.r.l.
|
Luxembourg
|
CSC Computer Sciences Financing LLP
|
United Kingdom
|
CSC Computer Sciences Holdings S.a.r.l.
|
Luxembourg
|
CSC Computer Sciences Iberica, S.L.
|
Spain
|
CSC Computer Sciences International Holdings Limited
|
United Kingdom
|
CSC Computer Sciences International Inc.
|
Nevada
|
CSC Computer Sciences International Limited
|
United Kingdom
|
CSC Computer Sciences International Operations Limited
|
United Kingdom
|
CSC Computer Sciences International S.a.r.l.
|
Luxembourg
|
CSC Computer Sciences International Services Limited
|
United Kingdom
|
CSC Computer Sciences Ireland Limited
|
Ireland
|
CSC Computer Sciences Ireland No. 2 Designated Activity Company
|
Ireland
|
CSC Computer Sciences Limited
|
United Kingdom
|
CSC Computer Sciences Middle East Ltd OPC
|
Qatar
|
Entity Name
|
Jurisdiction of Organization
|
CSC Computer Sciences Peru S.R.L.
|
Peru
|
CSC Computer Sciences Polska Sp. zO.O
|
Poland
|
CSC Computer Sciences Romania SRL
|
Romania
|
CSC Computer Sciences S.A.
|
Luxembourg
|
CSC Computer Sciences s.r.o.
|
Czech Republic
|
CSC Computer Sciences UK Holdings Limited
|
United Kingdom
|
CSC Computer Sciences US Holdings One LLC
|
Delaware
|
CSC Computer Sciences US Holdings Two LLC
|
Delaware
|
CSC Computer Sciences, S. de R.L. de C.V.
|
Mexico
|
CSC Consulting, Inc.
|
Massachusetts
|
CSC Covansys Corporation
|
Michigan
|
CSC Cybertek Corporation
|
Texas
|
CSC Enterprises L.P.
|
Delaware
|
CSC Finance Company LLC
|
Delaware
|
CSC Financial Services (Pty) Limited
|
South Africa
|
CSC Financial Services Group Pty. Limited
|
Australia
|
CSC Holdings (SA) (Pty) Limited
|
South Africa
|
CSC Hungary Information Technology Services Kft
|
Hungary
|
CSC Information Technology (Tianjin) Co. Ltd.
|
China
|
CSC Infotech India LLP
|
India
|
CSC International Systems Management Inc.
|
Nevada
|
CSC Japan, Ltd.
|
Delaware
|
CSC LATAM Company LLC
|
Nevada
|
CSC Life Sciences Limited
|
United Kingdom
|
CSC Logic Inc.
|
Texas
|
CSC New Zealand Limited
|
New Zealand
|
CSC Puerto Rico, LLC
|
Puerto Rico
|
CSC Services Management Ireland Limited
|
Ireland
|
CSC Servicios, S de R.L. de C.V.
|
Mexico
|
CSC Software Technology (Shanghai) Company Ltd.
|
China
|
CSC Technology (Beijing) Co., Ltd.
|
China
|
CSC UKD 4 Limited
|
United Kingdom
|
CSC UKD 4 Limited - Jamaica Branch
|
Jamaica
|
CSCA Capital Finance Pty Limited
|
Australia
|
Data Integration Limited
|
United Kingdom
|
Datasure Holdings Limited
|
United Kingdom
|
Datec (Qld) Pty Ltd
|
Australia
|
Dawriver Pty Limited
|
Australia
|
DXC Capital Funding Limited
|
Ireland
|
DXC Connect Pty Ltd
|
Australia
|
DXC Consulting Pty Ltd
|
Australia
|
DXC Eclipse (New Zealand) Limited
|
New Zealand
|
DXC Eclipse Pty Ltd
|
Australia
|
DXC Eclipse Pty Ltd - Fiji Branch
|
Fiji
|
DXC Lux 5 S.a.r.l.
|
Luxembourg
|
DXC Lux 6 S.a.r.l.
|
Luxembourg
|
Entity Name
|
Jurisdiction of Organization
|
DXC MS LLC
|
California
|
DXC Professional Solutions Pty Ltd
|
Australia
|
DXC Receivables LLC
|
Delaware
|
DXC SAE Pty Limited
|
Australia
|
DXC Technology (Philippines), Inc.
|
Philippines
|
DXC Technology (South Africa) (Pty) Limited
|
South Africa
|
DXC Technology (Thailand) Co., Ltd.
|
Thailand
|
DXC Technology Airline Solutions Denmark A/S
|
Denmark
|
DXC Technology Australia Holdings Pty Limited
|
Australia
|
DXC Technology Australia Pty. Limited
|
Australia
|
DXC Technology Austria GmbH
|
Austria
|
DXC Technology B.V.
|
Netherlands
|
DXC Technology Baltic UAB
|
Lithuania
|
DXC Technology Belgium VOF/SNC
|
Belgium
|
DXC Technology Bulgaria E.O.O.D.
|
Bulgaria
|
DXC Technology Company
|
Nevada
|
DXC Technology Czech Republic s.r.o.
|
Czech Republic
|
DXC Technology Danmark A/S
|
Denmark
|
DXC Technology Deutschland Consulting GmbH
|
Germany
|
DXC Technology Deutschland GmbH
|
Germany
|
DXC Technology Egypt SAE
|
Egypt
|
DXC Technology Enterprise Services (AP) Limited
|
Hong Kong
|
DXC Technology Enterprise Services (Hong Kong) Limited
|
Hong Kong
|
DXC Technology Financial Services Holding SAS
|
France
|
DXC Technology Financial Services SAS
|
France
|
DXC Technology Finland Oy
|
Finland
|
DXC Technology France Holding SAS
|
France
|
DXC Technology France SAS
|
France
|
DXC Technology Hong Kong Limited
|
Hong Kong
|
DXC Technology India Private Limited
|
India
|
DXC Technology Information Services Slovakia s.r.o
|
Slovakia
|
DXC Technology Italy S.r.l.
|
Italy
|
DXC Technology Japan LLC
|
Japan
|
DXC Technology Japan Ltd.
|
Japan
|
DXC Technology Korea YH
|
Korea
|
DXC Technology Luxembourg SA
|
Luxembourg
|
DXC Technology Magyarország Kft
|
Hungary
|
DXC Technology Malaysia Sdn. Bhd
|
Malaysia
|
DXC Technology Middle East FZ-LLC
|
UAE
|
DXC Technology New Asia Holdings Pte. Ltd.
|
Singapore
|
DXC Technology Norge AS
|
Norway
|
DXC Technology NZ Limited
|
New Zealand
|
DXC Technology Oy
|
Finland
|
DXC Technology Polska Sp. z o.o.
|
Poland
|
DXC Technology Portugal, Lda
|
Portugal
|
DXC Technology Scandihealth A/S
|
Denmark
|
Entity Name
|
Jurisdiction of Organization
|
DXC Technology Sdn. Bhd
|
Brunei
|
DXC Technology Services LLC
|
Delaware
|
DXC Technology Services Singapore Pte. Ltd.
|
Singapore
|
DXC Technology Services Vietnam Company Limited
|
Vietnam
|
DXC Technology Singapore Pte. Ltd.
|
Singapore
|
DXC Technology Slovakia s.r.o.
|
Slovakia
|
DXC Technology Spain, S.A.
|
Spain
|
DXC Technology Sverige AB
|
Sweden
|
DXC Technology Switzerland GmbH
|
Switzerland
|
DXC Technology Taiwan Limited
|
Taiwan
|
DXC Technology Vietnam Company Limited
|
Vietnam
|
DXC Turkey Teknoloji Hismetleri Limited Sirketi
|
Turkey
|
DXC United Pty Limited
|
Australia
|
E IT Services Co. Kazakhstan
|
Kazakhstan
|
E.D.S. International Limited
|
United Kingdom
|
eBECS Business Solutions (Ireland) Limited
|
Ireland
|
eBECS Company Limited
|
Saudi Arabia
|
eBECS Limited
|
United Kingdom
|
eBECS North America Inc.
|
Georgia
|
Eclipse Intelligent Solutions (USA) Inc.
|
Delaware
|
EDS (New Zealand) Pensions Limited
|
New Zealand
|
EDS Electronic Data Systems (Thailand) Co., Ltd
|
Thailand
|
EDS Finance (Cayman)
|
Cayman Islands
|
EDS Finance Ltd
|
United Kingdom
|
EDS Finance Partnership (Canada) L.P.
|
Canada
|
EDS Finance Partnership (Cayman), L.P.
|
Cayman Islands
|
EDS Global Contracts, LLC
|
Delaware
|
EDS Mexicana S. de R.L. de C.V.
|
Mexico
|
EDS Trustee Limited
|
United Kingdom
|
EDS World Corporation (Netherlands) LLC
|
Delaware
|
EHRO Holding Company
|
Delaware
|
EIT Services Co. Portugal, Lda.
|
Portugal
|
EIT Services France SAS
|
France
|
EIT Services India Private Limited
|
India
|
EIT Services India Private Limited Australia Branch
|
Australia
|
EIT Services India Private Limited Canada Branch
|
Canada
|
EIT Services India Private Limited German Branch
|
Germany
|
EIT Services India Private Limited UK Branch
|
United Kingdom
|
EIT Services Taiwan Co. Ltd.
|
Taiwan
|
Ent. Services Australia Pty Ltd
|
Australia
|
Ent. Services CentroAmerica CAC, Ltda.
|
Costa Rica
|
Ent. Services Development Corporation LP
|
Texas
|
Ent. Services Hellas - IT Services Limited Liability Company
|
Greece
|
Ent. Services Zagreb d.o.o.
|
Croatia
|
Enterprise IT Services Middle East FZ LLC
|
UAE
|
Enterprise Services (AP) Limited Bangladesh Branch
|
Bangladesh
|
Entity Name
|
Jurisdiction of Organization
|
Enterprise Services (AP) Limited, Philippines Regional Operating Headquarters
|
Philippines
|
Enterprise Services (Thailand) Limited
|
Thailand
|
Enterprise Services Administrative Services LLC
|
Delaware
|
Enterprise Services Argentina S.R.L
|
Argentina
|
Enterprise Services Asia Pacific Corporation
|
Nevada
|
Enterprise Services Belgium BVBA
|
Belgium
|
Enterprise Services Bermuda Holding LLC
|
Delaware
|
Enterprise Services Brasil Serviços de Tecnologia Ltda
|
Brazil
|
Enterprise Services Brazil Holdings LLC
|
Delaware
|
Enterprise Services Bulgaria EOOD
|
Bulgaria
|
Enterprise Services Caribe, LLC
|
Puerto Rico
|
Enterprise Services CDG S.A.
|
Morocco
|
Enterprise Services Chile Comercial Limitada
|
Chile
|
Enterprise Services CIT LLC
|
Delaware
|
Enterprise Services Colombia S.A.S.
|
Colombia
|
Enterprise Services Communications LLC
|
Delaware
|
Enterprise Services Corporación Ven C.C.A.
|
Venezuela
|
Enterprise Services d.o.o. Beograd
|
Serbia
|
Enterprise Services DC Holdings LLC
|
Delaware
|
Enterprise Services Defence and Security UK Limited
|
United Kingdom
|
Enterprise Services Delaware LLC
|
Delaware
|
Enterprise Services Delivery Center Tunisie S.A.R.L.
|
Tunisia
|
Enterprise Services Denmark ApS
|
Denmark
|
Enterprise Services Doha for Information Technology Consultancy
|
Qatar
|
Enterprise Services Energy Italia S.r.l.
|
Italy
|
Enterprise Services France SAS
|
France
|
Enterprise Services Information Security UK Limited
|
United Kingdom
|
Enterprise Services International Trade B.V, Saudi Arabian Branch
|
Saudi Arabia
|
Enterprise Services International Trade B.V.
|
Netherlands
|
Enterprise Services International Trade B.V. Azerbaijan Branch
|
Azerbaijan
|
Enterprise Services Italia S.r.l.
|
Italy
|
Enterprise Services Korea, Ltd.
|
Korea
|
Enterprise Services Latin America Corporation
|
Delaware
|
Enterprise Services Latin America Corporation Peru Branch
|
Peru
|
Enterprise Services Luxembourg S.à r.l.
|
Luxembourg
|
Enterprise Services Maroc SARL
|
Morocco
|
Enterprise Services Nederland B.V.
|
Netherlands
|
Enterprise Services New Ireland II LLC
|
Delaware
|
Enterprise Services New Ireland LLC
|
Delaware
|
Enterprise Services New Zealand
|
New Zealand
|
Enterprise Services New Zealand Holdings Pty Ltd
|
Australia
|
Enterprise Services Norge AS
|
Norway
|
Enterprise Services Panama, S. de R.L.
|
Panama
|
Enterprise Services Peru S.R.L.
|
Peru
|
Enterprise Services Romania SRL
|
Romania
|
Enterprise Services Servicios Profesionales, S. de R.L. de C.V.
|
Mexico
|
Entity Name
|
Jurisdiction of Organization
|
Entity Name
|
Jurisdiction of Organization
|
ES Field Delivery Spain, S.L.U.
|
Spain
|
ES Field Delivery UK Limited
|
United Kingdom
|
ES Finance B.V.
|
Netherlands
|
ES French HoldCo B.V.
|
Netherlands
|
ES Gatriam Holding B.V.
|
Netherlands
|
ES Globalsoft HoldCo B.V.
|
Netherlands
|
ES Hague B.V.
|
Netherlands
|
ES Hague II B.V.
|
Netherlands
|
ES HoldCo B.V.
|
Netherlands
|
ES HoldCo II B.V.
|
Netherlands
|
ES HoldCo III B.V.
|
Netherlands
|
ES HoldCo IV B.V.
|
Netherlands
|
ES HoldCo V B.V.
|
Netherlands
|
ES Immobilien GmbH
|
Germany
|
ES Investment Co
|
Cayman Islands
|
ES Japan HoldCo B.V.
|
Netherlands
|
ES Japan Systems HoldCo B.V.
|
Netherlands
|
ES Perseid
|
Cayman Islands
|
ES Pragma LLC
|
Delaware
|
ES Russia HoldCo B.V.
|
Netherlands
|
ES Russia HoldCo II B.V.
|
Netherlands
|
ES SHARED SERVICE CENTER S.p.A.
|
Italy
|
ES SHARED SERVICE CENTER SOCIETA PER AZIONI, Branch Austria
|
Austria
|
ES Sinope Holding B.V.
|
Netherlands
|
ES Situla Holding B.V.
|
Netherlands
|
ES Taiwan HoldCo B.V.
|
Netherlands
|
ESIT Advanced Solutions Inc.
|
Canada
|
ESIT Canada Enterprise Services Co.
|
Canada
|
EURL CSC Computer Sciences Corporation
|
Algeria
|
Everett Merger Sub Inc.
|
Delaware
|
Experteam S.A./N.V.
|
Belgium
|
Fixnetix Ltd.
|
United Kingdom
|
Fixnetix, Inc.
|
Delaware
|
Fondsdepot Bank GmbH
|
Germany
|
Forbes Technology Center
|
Maryland
|
Fruition Partners Australia Pty Limited
|
Australia
|
Fruition Partners B.V.
|
Netherlands
|
Fruition Partners Canada Ltd.
|
Canada
|
Fruition Partners Group B.V.
|
Netherlands
|
Fruition Partners Holding B.V.
|
Netherlands
|
Fruition Partners Inc.
|
Delaware
|
Fruition Partners UK Holdco Ltd.
|
United Kingdom
|
Fruition Partners UK Ltd.
|
United Kingdom
|
Gibson Quai-AAS Pty Ltd
|
Australia
|
Global EntServ Solutions Galway Limited
|
Ireland
|
Global EntServ Solutions Ireland Limited
|
Ireland
|
Entity Name
|
Jurisdiction of Organization
|
Guizhou Bokai Technology Co. Ltd
|
China
|
HAS Solutions Pty Ltd.
|
Australia
|
High Tech Services Insurance, Ltd.
|
Bermuda
|
HR Enterprise Limited
|
United Kingdom
|
HR Holdco Limited
|
United Kingdom
|
i SOFT Limited
|
United Kingdom
|
IBA Health (Asia) Holdings Pte Ltd.
|
Singapore
|
IBA Health (Asia) Sdn. Bhd.
|
Malaysia
|
IBA Health (Middle East) LLC
|
Oman
|
Icon Technology, Inc.
|
Delaware
|
Implementaciones Soft Sanidad Peru, S.A.C.
|
Peru
|
Implementaciones Soft Sanidad, S.A. de C.V.
|
Mexico
|
Infochimps, Inc
|
Delaware
|
Innovative Banking Solutions AG
|
Germany
|
Ins-Sure Holdings Limited
|
United Kingdom
|
Ins-Sure Services Limited
|
United Kingdom
|
Integ Group Pty Ltd
|
Australia
|
Integ Queensland Pty Ltd
|
Australia
|
Integradora de Servicios Central, S.A. de C.V.
|
Mexico
|
Integradora de Servicios S.A. de C.V.
|
Mexico
|
Investcare Partners Ltd.
|
Virginia
|
ISI (China) Co., Limited
|
China
|
iSOFT (Primary Care) Pty Ltd.
|
Australia
|
iSOFT Australia Pty Limited
|
Australia
|
iSOFT eHealth Pty Ltd
|
Australia
|
iSOFT Group (UK) Limited
|
United Kingdom
|
iSOFT Group Pty Limited
|
Australia
|
iSOFT Health (Asia) Pte Ltd.
|
Singapore
|
iSOFT Health (Ireland) Limited
|
Ireland
|
iSOFT Health (South Africa) (Proprietary) Ltd.
|
South Africa
|
iSOFT Health Logic (Malaysia) Sdn. Bhd.
|
Malaysia
|
iSOFT Health Systems (Malaysia) Sdn. Bhd.
|
Malaysia
|
iSOFT Health Verwaltungs-GmbH
|
Germany
|
iSOFT Holdings Pty Limited
|
Australia
|
iSOFT Iberia, S.L.
|
Spain
|
iSOFT Inc.
|
Delaware
|
iSOFT Ireland Limited
|
Ireland
|
iSOFT Nederland B.V.
|
Netherlands
|
iSOFT Sanidad Dominicana, S.R.L.
|
Dominican Republic
|
iSOFT Sanidad S.A.
|
Spain
|
iSOFT Sanidad, Sucursal Ecuador
|
Ecuador
|
iSOFT Solutions (International) Pty Ltd.
|
Australia
|
iSOFT Solutions (Thailand) Limited
|
Thailand
|
iSOFT Solutions Pty Ltd
|
Australia
|
iSOFT Systems Pty Ltd.
|
Australia
|
IT Corporate Solutions Spain, S.L.U.
|
Spain
|
Entity Name
|
Jurisdiction of Organization
|
Jana Java Sdn Bhd
|
Malaysia
|
Japan Systems Company Limited
|
Japan
|
Jireh Consulting Services Limited
|
New Zealand
|
LCO Marine Limited
|
United Kingdom
|
LCO Non-Marine and Aviation Limited
|
United Kingdom
|
LFR Technology SA
|
Switzerland
|
LFR Technology UK Ltd.
|
United Kingdom
|
Limited Liability Company "Enterprise Services Ukraine"
|
Ukraine
|
Limited Liability Company Enterprise Services
|
Russia
|
Logistica Digitale Srl
|
Italy
|
London Processing Centre Limited
|
United Kingdom
|
LPSO Limited
|
United Kingdom
|
Lucid IT Pty Ltd
|
Australia
|
Lucid IT Unit Trust
|
Australia
|
Luna Equities, Inc.
|
British Virgin Islands
|
Lux 1 Holding Company Inc.
|
Delaware
|
MachineShop
|
Delaware
|
Medical Facilities, Joint Venture
|
Virginia
|
M-Power Solutions Pty Ltd
|
Australia
|
Mynd Corporation
|
South Carolina
|
Mynd International LLC
|
Delaware
|
Mynd International LLC - Philippines Branch
|
Philippines
|
Mynd Partners (f/k/a Legalgard Partners, L.P.)
|
Pennsylvania
|
Mynd Partners, L.P. f/k/a Cybertek Solutions, L.P.
|
Texas
|
NameCo 2017, LLC
|
Delaware
|
Nexplicit Infotech India Private Limited
|
India
|
OSIX Corporation
|
Delaware
|
Oxygen Business Solutions Limited
|
New Zealand
|
Oxygen Business Solutions Pty Ltd
|
Australia
|
Oxygen Business Solutions Pty Ltd - Papau New Guinea Branch
|
Papua New Guinea
|
Pacific Consulting (Qld) Pty Ltd
|
Australia
|
Paxus N.V.
|
Curacao
|
Payfields Pty Ltd.
|
Australia
|
PDA Software Services, LLC
|
Delaware
|
PharmaConnect, Inc.
|
Florida
|
Planpower Pty Limited
|
Australia
|
PRC/ORI JV
|
Virginia
|
PT DXC Technology Indonesia
|
Indonesia
|
PT EIT Services Indonesia
|
Indonesia
|
Red Rock Consulting Pty Ltd
|
Australia
|
Red Rock Limited
|
New Zealand
|
Rocksolid SQL Pty Ltd
|
Australia
|
Royal Pavilion LP
|
Jersey
|
Royal Pavilion Nominee One Limited
|
Jersey
|
Royal Pavilion Nominee Two Limited
|
Jersey
|
Royal Pavilion Unit Trust
|
Jersey
|
Entity Name
|
Jurisdiction of Organization
|
RPDP Limited
|
Jersey
|
Sable Systems Pty Ltd.
|
Australia
|
Sable Systems Pty Ltd. - New Zealand Branch
|
New Zealand
|
Sable Systems Unit Trust
|
Australia
|
Sable37 CRM Pty Ltd.
|
New Zealand
|
Sable37 DMCC
|
UAE
|
Sable37 Systems India Pvt. Ltd.
|
India
|
Sable37, Inc.
|
California
|
Saltbush Consulting Pty Ltd
|
Australia
|
Saltbush Training Pty Ltd
|
Australia
|
Saturn Five Native LLC
|
Texas
|
SBB Services, Inc.
|
Delaware
|
Shoto, Inc.
|
Delaware
|
SLCI Pty Ltd
|
Australia
|
Smarthome Ventures LLC
|
Delaware
|
Spikes Cavell Analytic Inc.
|
Delaware
|
Spikes Cavell Analytic Limited
|
United Kingdom
|
Spiritguide Limited
|
United Kingdom
|
Spiritmodel Limited
|
United Kingdom
|
Strategic Business Transformation Services LLC (fka. BF Big Fish LLC)
|
Delaware
|
Stream Consulting Services Pty Ltd
|
Australia
|
Stream Holdings Australia Pty Ltd
|
Australia
|
Stream Technologies Pty Ltd
|
Australia
|
System Partners Pty Ltd
|
Australia
|
TechBusiness Operaciones México, S. de R.L. de C.V.
|
Mexico
|
Technology Service Partners, Inc.
|
Florida
|
TESM Australia Pty Ltd
|
Australia
|
TESM Europe GmbH
|
Germany
|
TESM Ireland Limited
|
Ireland
|
TESM Limited
|
United Kingdom
|
TESM LLC
|
Delaware
|
TESM/NL B.V.
|
Netherlands
|
Tianjin CSA Computer Sciences Technology Company Limited
|
China
|
Total Objects Limited
|
United Kingdom
|
Tribridge EMEA Ltd.
|
United Kingdom
|
Tribridge Enterprises Canada, ULC
|
Canada
|
Tribridge Holdings, LLC
|
Delaware
|
Tribridge International, LLC
|
Delaware
|
Tribridge Italy S.r.l.
|
Italy
|
Tribridge Spain SL
|
Spain
|
UAB ES Hague Lietuva
|
Lithuania
|
UltraGenda N.V
|
Belgium
|
UTE (Consorcio Siges Sistemas de Gestion para la Salud Ecuatoriana)
|
Ecuador
|
UTE (Multiple)
|
Spain
|
UXC BSG Holdings Pty Ltd
|
Australia
|
UXC Connect Integ Pty Ltd
|
Australia
|
Entity Name
|
Jurisdiction of Organization
|
UXC Connect XSI Pty Ltd
|
Australia
|
UXC Consulting Pte Ltd
|
Singapore
|
UXC Consulting SDN BHD
|
Malaysia
|
UXC Eclipse (AES) LLC
|
Delaware
|
UXC Eclipse (USA) LLC
|
Delaware
|
UXC Eclipse (USA), Inc.
|
New York
|
UXC Eclipse Solutions (Canada) Ltd (formerly Eclipse Intelligent Solutions (Canada) Ltd)
|
Canada
|
UXC Engineering Solutions Pty Ltd
|
Australia
|
UXC FSG Holdings Pty Ltd
|
Australia
|
UXC Holdings (NZ) Ltd
|
New Zealand
|
UXC Holdings Pty Ltd
|
Australia
|
UXC India IT Services Private Ltd
|
India
|
UXC Infrastructure Constructions Pty Ltd
|
Australia
|
UXC Professional Solutions Holdings Pty Ltd
|
Australia
|
UXC Red Rock Consulting (Singapore)
|
Singapore
|
UXC Solutions Pty Ltd
|
Australia
|
Virtual Clarity Limited
|
United Kingdom
|
Wendover Financial Services Corporation
|
North Carolina
|
White Labelled Pty Ltd
|
Australia
|
Wrap Media, LLC
|
Delaware
|
Xchange Limited
|
United Kingdom
|
Xchanging (Mauritius) Limited
|
Mauritius
|
Xchanging (Rebus) Pension Trustees Limited
|
United Kingdom
|
Xchanging (SEA) Pte Limited
|
Singapore
|
Xchanging Asia Pacific Sdn Bhd
|
Malaysia
|
Xchanging B.V.
|
Netherlands
|
Xchanging B.V.- UK Branch
|
United Kingdom
|
Xchanging Broking Services Limited
|
United Kingdom
|
Xchanging Builders (India) Private Limited
|
India
|
Xchanging Business Services Limited, China Branch
|
China
|
Xchanging Claims Services Limited
|
United Kingdom
|
Xchanging EBT
|
Jersey
|
Xchanging EMEA Limited
|
United Kingdom
|
Xchanging Europe Holdco Limited
|
United Kingdom
|
Xchanging Global Insurance Services (US), Inc.
|
Delaware
|
Xchanging Global Insurance Solutions Limited
|
United Kingdom
|
Xchanging Global Insurance Systems Limited
|
United Kingdom
|
Xchanging Holdco No 3 Limited
|
United Kingdom
|
Xchanging Holdings Limited
|
United Kingdom
|
Xchanging HR Services Limited
|
United Kingdom
|
Xchanging Inc.
|
Delaware
|
Xchanging Integrated Services Australia Pty Limited
|
Australia
|
Xchanging Integrated Services Victoria Pty Limited
|
Australia
|
Xchanging International Limited
|
United Kingdom
|
Xchanging Italy Holding S.r.L.
|
Italy
|
Xchanging Italy S.p.A.
|
Italy
|
Entity Name
|
Jurisdiction of Organization
|
Xchanging Limited
|
United Kingdom
|
Xchanging Malaysia Sdn Bhd
|
Malaysia
|
Xchanging Outsourcing Private Limited
|
India
|
Xchanging Procurement Services (Holdco) Limited
|
United Kingdom
|
Xchanging Procurement Services Limited
|
United Kingdom
|
Xchanging Procurement Services Pty Limited
|
Australia
|
Xchanging Pty Limited
|
Australia
|
Xchanging Resourcing Services Limited
|
United Kingdom
|
Xchanging Services, Inc.
|
Delaware
|
Xchanging Software Europe (Regional Hub) Limited
|
United Kingdom
|
Xchanging Software Europe Limited
|
United Kingdom
|
Xchanging Software Services, Inc.
|
Delaware
|
Xchanging Solutions (Europe) Limited
|
United Kingdom
|
Xchanging Solutions (Malaysia) Sdn Bhd
|
Malaysia
|
Xchanging Solutions (Singapore) Pte Limited
|
Singapore
|
Xchanging Solutions (USA), Inc.
|
Delaware
|
Xchanging Solutions Limited
|
India
|
Xchanging Systems and Services, Inc.
|
Delaware
|
Xchanging Technology for Intermediaries Pty Limited
|
Australia
|
Xchanging Technology Services India Pvt Limited
|
India
|
Xchanging Technology Services Limited
|
United Kingdom
|
Xchanging UK Limited
|
United Kingdom
|
Xchanging US Funding Limited
|
United Kingdom
|
Xchanging US Holdings Limited
|
United Kingdom
|
Xlpro Limited
|
United Kingdom
|
Xpanse Limited
|
United Kingdom
|
Xpanse No 2 Limited
|
United Kingdom
|
XS (Int) Limited
|
United Kingdom
|
XUK Co. 2 Limited
|
United Kingdom
|
XUK Co. Limited
|
United Kingdom
|
XUK Holdco (No. 2) Limited
|
United Kingdom
|
|
|
|
|
|
Date:
|
June 12, 2019
|
|
|
/s/ J. Michael Lawrie
|
|
|
|
|
J. Michael Lawrie President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
June 12, 2019
|
|
|
/s/ Paul N. Saleh
|
|
|
|
|
Paul N. Saleh
Executive Vice President and Chief Financial Officer
|
Dated:
|
June 12, 2019
|
|
/s/ J. Michael Lawrie
|
|
|
|
J. Michael Lawrie
President and Chief Executive Officer
|
|
|
|
|
Dated:
|
June 12, 2019
|
|
/s/ Paul N. Saleh
|
|
|
|
Paul N. Saleh
Executive Vice President and Chief Financial Officer |