(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DXC TECHNOLOGY COMPANY
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(Exact name of Registrant as specified in its charter)
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Nevada
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61-1800317
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1775 Tysons Boulevard
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Tysons
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,
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Virginia
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22102
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(Address of principal executive offices)
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(zip code)
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Large Accelerated Filer
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x
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Accelerated Filer
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o
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Non-accelerated Filer
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o
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item
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Page
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1.
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1A.
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1B.
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2.
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3.
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4.
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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16.
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•
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the uncertainty of the magnitude, duration, geographic reach, impact on the global economy and current and potential travel restrictions, stay-at-home orders, economic restrictions implemented to address the COVID-19 outbreak;
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•
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the current, and uncertain future, impact of the COVID-19 outbreak, as well as other emerging developments and disruption to economic activity, and their resulting impact on our clients that may affect our business, growth, prospects, financial condition, operating results, cash flows and liquidity;
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•
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changes in governmental regulations or the adoption of new laws or regulations that may make it more difficult or expensive to operate our business;
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•
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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;
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•
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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;
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•
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business interruptions in connection with our technology systems;
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•
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the competitive pressures faced by our business;
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•
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the effects of macroeconomic and geopolitical trends and events;
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•
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the need to manage third-party suppliers and the effective distribution and delivery of our products and services;
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•
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the protection of our intellectual property assets, including intellectual property licensed from third parties;
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•
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the risks associated with international operations;
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•
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the development and transition of new products and services and the enhancement of existing products and services to meet customer needs, respond to emerging technological trends and maintain and grow our customer relationships over time;
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•
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the ability to succeed in our strategic objectives, including strategic alternatives material for our business;
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•
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the execution and performance of contracts by us and our suppliers, customers, clients and partners;
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•
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our credit rating and the ability to manage working capital, refinance and raise additional capital for future needs;
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•
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our ability to remediate any material weakness and maintain effective internal control over financial reporting;
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•
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the resolution of pending investigations, claims and disputes;
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•
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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;
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•
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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;
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•
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other risks related to the HPES Merger including anticipated tax treatment, unforeseen liabilities and future capital expenditures;
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•
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the U.S. Public Sector business ("USPS") Separation and Mergers as described in Note 1 - “Summary of Significant Accounting Policies”, could result in substantial tax liability to DXC and our stockholders;
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•
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risks relating to the respective abilities of the parties to our acquisition of Luxoft Holding, Inc. to achieve the expected results therefrom;
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•
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risks relating to the consummation of the HHS Sale (as defined below) and the ability to achieve the expected results therefrom; and
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•
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the other factors described under Item 1A. “Risk Factors.”
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•
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Analytics and Engineering
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•
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Applications
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•
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Cloud and Security
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•
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IT Outsourcing ("ITO")
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•
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Analytics and Engineering. Our portfolio of analytics services and extensive partner ecosystem help customers gain rapid insights, automate operations, and accelerate their digital transformation journeys. We provide software engineering and solutions that enable businesses to run and manage their mission-critical functions, transform their operations and develop new ways of doing business.
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•
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Applications. We use advanced technologies and methods to accelerate the creation, modernization, delivery and maintenance of high-quality, secure applications allowing customers to innovate faster while reducing risk, time to market, and total cost of ownership, across industries. Our vertical-specific IP includes solutions for insurance; banking and capital markets; and automotive, among others.
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•
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Cloud and Security. We help customers to rapidly modernize by adapting legacy apps to cloud, migrate the right workloads, and securely manage their multi-cloud environments. Our security solutions help predict attacks, proactively respond to threats, ensure compliance and protect data, applications and infrastructure.
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•
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IT Outsourcing. Our ITO services support infrastructure, applications, and workplace IT operations, including hardware, software, physical/virtual end-user devices, collaboration tools, and IT support services. We help customers securely optimize operations to ensure continuity of their systems and respond to new business and workplace demands, while achieving cost takeout, all with limited resources, expertise and budget.
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•
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large multinational enterprises that offer some or all of the services and solutions that we do;
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•
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smaller companies that offer focused services and solutions similar to those that we offer;
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•
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offshore service providers in lower-cost locations, particularly in India, that sell directly to end-users;
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•
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solution or service providers that compete with us in a specific industry segment or service area; and
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•
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in-house functions of corporations that use their own resources, rather than engage an outside IT services provider.
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•
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vision and strategic advisory ability;
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•
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digital services capabilities;
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•
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performance and reliability;
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•
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responsiveness to client needs;
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•
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competitive pricing of services;
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•
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technical and industry expertise;
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•
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reputation and experience;
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•
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quality of solutions and services; and
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•
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financial stability and strong corporate governance.
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•
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technology, industry and systems know-how with an independent perspective on the best client solutions across software, hardware, and service providers;
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•
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ability to offer improved strategic frameworks and technical solutions;
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•
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investments in our digital services and solutions;
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•
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focus on responsiveness to customer needs, quality of services and competitive prices;
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•
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successful management of our relationships with leading strategic and solution partners in hardware, networking, cloud, applications and software;
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project management experience and capabilities;
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•
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end-to-end spectrum of IT and professional services we provide; and
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•
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financial stability and strong corporate governance.
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Name
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Age
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Year First Elected as Officer
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Term as an Officer
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Position Held with the Registrant as of the filing date
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Family Relationship
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Michael J. Salvino
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54
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2019
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Indefinite
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President and Chief Executive Officer
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None
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Paul N. Saleh
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63
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2017
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Indefinite
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Executive Vice President and Chief Financial Officer
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None
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William L. Deckelman, Jr.
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62
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2017
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Indefinite
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Executive Vice President, General Counsel and Secretary
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None
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Mary E. Finch
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50
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2019
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Indefinite
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Executive Vice President and Chief Human Resources Officer
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None
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Edward Ho
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57
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2018
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Indefinite
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Executive Vice President and Co-Lead, Americas
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None
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James R. Smith
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52
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2017
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Indefinite
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Executive Vice President, Digital Transformation and Customer Advocacy
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None
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Vinod Bagal
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54
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2019
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Indefinite
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Executive Vice President, Global Transformation
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None
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Neil A. Manna
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57
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2017
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Indefinite
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Senior Vice President, Corporate Controller and
Principal Accounting Officer
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None
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Item 1A.
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RISK FACTORS
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•
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the potential loss of key customers, suppliers, vendors and other key business partners;
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•
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declining employee morale and retention issues affecting employees, which may result from changes in compensation, or changes in management, reporting relationships, future prospects or perceived expectations;
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•
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difficulty making new and strategic hires of new employees;
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•
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diversion of management time and a shift of focus from operating the businesses to transaction execution considerations;
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•
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the need to provide transition services, which may result in stranded costs and the diversion of resources and focus;
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•
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the need to separate operations, systems (including accounting, management, information, human resource and other administrative systems), technologies, products and personnel, which is an inherently risky and potentially lengthy and costly process;
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•
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the inefficiencies and lack of control that may result if such separation is delayed or not implemented effectively, and unforeseen difficulties and expenditures that may arise as a result including potentially significant stranded costs;
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•
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our desire to maintain an investment grade credit rating may cause us to use cash proceeds, if any, from any divestitures or other strategic alternatives that we might otherwise have used for other purposes in order to reduce our financial leverage;
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•
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the inability to obtain necessary regulatory approvals or otherwise satisfy conditions required in order consummate any such transactions; and
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•
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our dependence on accounting, financial reporting, operating metrics and similar systems, controls and processes of divested businesses could lead to challenges in preparing our consolidated financial statements or maintaining effective financial control over financial reporting.
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•
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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;
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•
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maintain third-party relationships previously established by acquired companies;
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•
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attract and retain senior management and other key personnel at acquired businesses; and
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•
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successfully manage new business lines, as well as acquisition-related workload.
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•
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events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could, if material and not cured, result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses;
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•
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subjecting us to the risk of increased sensitivity to interest rate increases in our outstanding variable-rate
|
•
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increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs
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•
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debt service may reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
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•
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placing us at a competitive disadvantage compared to less leveraged competitors;
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•
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increasing our vulnerability to the impact of adverse economic and industry conditions; and
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•
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causing us to reduce or eliminate our return of cash to our stockholders, including via dividends and share repurchases.
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•
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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;
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•
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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;
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•
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longer collection cycles and financial instability among customers;
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•
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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;
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•
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local labor conditions and regulations;
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•
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managing our geographically dispersed workforce;
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•
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changes in the international, national or local regulatory and legal environments;
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•
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differing technology standards or customer requirements;
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•
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difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner and
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•
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changes in tax laws.
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•
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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;
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•
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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;
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•
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the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding;
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•
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the requirement to resubmit bids protested by our competitors and in the termination, reduction, or modification of the awarded contracts; and
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•
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the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.
|
•
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integration activities while carrying on ongoing operations;
|
•
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the challenge of integrating the business cultures of HPES and CSC;
|
•
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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
|
|
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Approximate
Square Footage
(in thousands)
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||||||||
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Number of
Locations
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Owned
|
|
Leased
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Total
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|||||
United States
|
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126
|
|
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4,714
|
|
|
3,064
|
|
|
7,778
|
|
India
|
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26
|
|
|
760
|
|
|
3,748
|
|
|
4,508
|
|
United Kingdom
|
|
71
|
|
|
1,357
|
|
|
1,756
|
|
|
3,113
|
|
France
|
|
31
|
|
|
921
|
|
|
195
|
|
|
1,116
|
|
Germany
|
|
45
|
|
|
170
|
|
|
835
|
|
|
1,005
|
|
Malaysia
|
|
7
|
|
|
194
|
|
|
640
|
|
|
834
|
|
Brazil
|
|
8
|
|
|
227
|
|
|
175
|
|
|
402
|
|
Spain
|
|
14
|
|
|
—
|
|
|
532
|
|
|
532
|
|
Canada
|
|
12
|
|
|
217
|
|
|
255
|
|
|
472
|
|
Philippines
|
|
5
|
|
|
—
|
|
|
413
|
|
|
413
|
|
China
|
|
12
|
|
|
5
|
|
|
374
|
|
|
379
|
|
Australia & other Pacific Rim locations
|
|
37
|
|
|
—
|
|
|
1,025
|
|
|
1,025
|
|
Other Europe locations
|
|
130
|
|
|
385
|
|
|
4,086
|
|
|
4,471
|
|
Rest of World
|
|
60
|
|
|
213
|
|
|
1,280
|
|
|
1,493
|
|
Total
|
|
584
|
|
|
9,163
|
|
|
18,378
|
|
|
27,541
|
|
Indexed Return
|
|
|
|||||||
|
|
Return 2018
|
|
Return 2019
|
|
Return 2020
|
|||
DXC Technology Company
|
|
48.9
|
%
|
|
(25.0
|
)%
|
|
(76.9
|
)%
|
S&P 500 Index
|
|
14.2
|
%
|
|
9.5
|
%
|
|
(7.0
|
)%
|
S&P North American Technology Index
|
|
31.4
|
%
|
|
15.7
|
%
|
|
3.8
|
%
|
|
|
Fiscal Years Ended
|
||||||||||||||||||
(in millions, except per-share amounts)
|
|
March 31, 2020(1)
|
|
March 31, 2019(2)
|
|
March 31, 2018(3)
|
|
March 31, 2017(4)
|
|
April 1, 2016(5)
|
||||||||||
Revenues
|
|
$
|
19,577
|
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
|
$
|
7,607
|
|
|
$
|
7,106
|
|
(Loss) income from continuing operations
|
|
(5,358
|
)
|
|
1,227
|
|
|
1,546
|
|
|
(100
|
)
|
|
72
|
|
|||||
Income from discontinued operations, net of taxes
|
|
—
|
|
|
35
|
|
|
236
|
|
|
—
|
|
|
191
|
|
|||||
Net (loss) income attributable to DXC common stockholders
|
|
(5,369
|
)
|
|
1,257
|
|
|
1,751
|
|
|
(123
|
)
|
|
251
|
|
|||||
Diluted EPS
|
|
$
|
(20.76
|
)
|
|
$
|
4.35
|
|
|
$
|
5.23
|
|
|
$
|
(0.88
|
)
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividend per common share
|
|
$
|
0.84
|
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.56
|
|
|
$
|
2.99
|
|
|
|
As of
|
||||||||||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2017
|
|
April 1, 2016
|
||||||||||
Cash and cash equivalents
|
|
$
|
3,679
|
|
|
$
|
2,899
|
|
|
$
|
2,593
|
|
|
$
|
1,268
|
|
|
$
|
1,181
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
26,006
|
|
|
29,574
|
|
|
33,921
|
|
|
8,663
|
|
|
7,736
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, net of current maturities
|
|
$
|
8,672
|
|
|
$
|
5,470
|
|
|
$
|
6,092
|
|
|
$
|
2,225
|
|
|
$
|
1,934
|
|
Short-term debt and current maturities of long-term debt
|
|
1,276
|
|
|
1,942
|
|
|
1,918
|
|
|
738
|
|
|
710
|
|
|||||
Total Debt
|
|
$
|
9,948
|
|
|
$
|
7,412
|
|
|
$
|
8,010
|
|
|
$
|
2,963
|
|
|
$
|
2,644
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total equity
|
|
$
|
5,129
|
|
|
$
|
11,725
|
|
|
$
|
13,837
|
|
|
$
|
2,166
|
|
|
$
|
2,032
|
|
Net debt-to-total capitalization (6)
|
|
41.6
|
%
|
|
23.6
|
%
|
|
24.8
|
%
|
|
33.0
|
%
|
|
31.3
|
%
|
•
|
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, 2020
|
|
March 31, 2019
|
||||
|
|
|
|
|
||||
Revenues
|
|
$
|
19,577
|
|
|
$
|
20,753
|
|
|
|
|
|
|
||||
(Loss) income from continuing operations, before taxes
|
|
(5,228
|
)
|
|
1,515
|
|
||
Income tax expense
|
|
130
|
|
|
288
|
|
||
(Loss) income from continuing operations
|
|
(5,358
|
)
|
|
1,227
|
|
||
Income from discontinued operations, net of taxes
|
|
—
|
|
|
35
|
|
||
Net (loss) income
|
|
$
|
(5,358
|
)
|
|
$
|
1,262
|
|
|
|
|
|
|
||||
Diluted (loss) earnings per share:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(20.76
|
)
|
|
$
|
4.35
|
|
Discontinued operations
|
|
—
|
|
|
0.12
|
|
||
|
|
$
|
(20.76
|
)
|
|
$
|
4.47
|
|
•
|
Fiscal 2020 revenues were $19,577 million.
|
•
|
Fiscal 2020 loss from continuing operations and diluted EPS from continuing operations were $5,358 million and $(20.76), respectively, including the cumulative impact of certain items of $6,820 million, or $26.34 per share, reflecting restructuring costs, transaction, separation and integration-related costs, amortization of acquired intangible assets, goodwill impairment losses, gain on arbitration award, pension and other post-retirement benefit ("OPEB") actuarial and settlement gains, and a tax adjustment related to U.S. tax reform.
|
•
|
Our cash and cash equivalents were $3,679 million at March 31, 2020.
|
•
|
We generated $2,350 million of cash from operations during fiscal 2020.
|
•
|
We returned $950 million to shareholders in the form of common stock dividends and share repurchases during fiscal 2020.
|
|
|
Fiscal Years Ended
|
|
|
|
|
|||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
Change
|
|
Percent Change
|
|||||||
GBS
|
|
$
|
9,111
|
|
|
$
|
8,684
|
|
|
$
|
427
|
|
|
4.9
|
%
|
GIS
|
|
10,466
|
|
|
12,069
|
|
|
(1,603
|
)
|
|
(13.3
|
)%
|
|||
Total Revenues
|
|
$
|
19,577
|
|
|
$
|
20,753
|
|
|
$
|
(1,176
|
)
|
|
(5.7
|
)%
|
|
|
Fiscal Years Ended
|
|
|
|
|
||||||||
(in millions)
|
|
Constant Currency March 31, 2020
|
|
March 31, 2019
|
|
Change
|
|
Percentage Change
|
||||||
GBS
|
|
$
|
9,292
|
|
|
$
|
8,684
|
|
|
$
|
608
|
|
|
7.0%
|
GIS
|
|
10,731
|
|
|
12,069
|
|
|
(1,338
|
)
|
|
(11.1)%
|
|||
Total Revenues
|
|
$
|
20,023
|
|
|
$
|
20,753
|
|
|
$
|
(730
|
)
|
|
(3.5)%
|
|
|
Fiscal Years Ended
|
|
Percentage of Revenues
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
2020
|
|
2019
|
||||||
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
$
|
14,901
|
|
|
$
|
14,946
|
|
|
76.0
|
%
|
|
72.1
|
%
|
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)
|
|
2,050
|
|
|
1,959
|
|
|
10.5
|
|
|
9.4
|
|
||
Depreciation and amortization
|
|
1,942
|
|
|
1,968
|
|
|
9.9
|
|
|
9.5
|
|
||
Goodwill impairment losses
|
|
6,794
|
|
|
—
|
|
|
34.7
|
|
|
—
|
|
||
Restructuring costs
|
|
252
|
|
|
465
|
|
|
1.3
|
|
|
2.2
|
|
||
Interest expense
|
|
383
|
|
|
334
|
|
|
2.0
|
|
|
1.6
|
|
||
Interest income
|
|
(165
|
)
|
|
(128
|
)
|
|
(0.8
|
)
|
|
(0.6
|
)
|
||
Gain on arbitration award
|
|
(632
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
||
Other income, net
|
|
(720
|
)
|
|
(306
|
)
|
|
(3.7
|
)
|
|
(1.5
|
)
|
||
Total costs and expenses
|
|
$
|
24,805
|
|
|
$
|
19,238
|
|
|
126.7
|
%
|
|
92.7
|
%
|
|
|
Fiscal Years Ended
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Non-service cost components of net periodic pension income
|
|
$
|
(658
|
)
|
|
$
|
(182
|
)
|
Foreign currency (gain) loss
|
|
(25
|
)
|
|
31
|
|
||
Other gain
|
|
(37
|
)
|
|
(155
|
)
|
||
Total
|
|
$
|
(720
|
)
|
|
$
|
(306
|
)
|
•
|
Non-deductible goodwill impairment charge, which increased income tax expense and increased the ETR by $1,482 million and 28.3%, respectively.
|
•
|
Non-taxable gain on the arbitration award, which decreased income tax expense and decreased the ETR by $186 million and 3.6%, respectively
|
•
|
A change in the net valuation allowance on certain deferred tax assets, primarily in Australia, Brazil, China, Luxembourg, and Singapore, which increased income tax expense and increased the ETR by $631 million and 12.1% respectively.
|
•
|
An increase in Income Tax and Foreign Tax Credits, primarily relating to research and development credits recognized for prior years, which decreased income tax expense and decreased the ETR by $135 million and 2.6%, respectively.
|
•
|
Local losses on investments in Luxembourg that increased the foreign rate differential and decreased the ETR by $637 million and 12.2%, respectively, with an offsetting increase in the ETR due to an increase in the valuation allowance of the same amount.
|
•
|
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, 2020
|
|
March 31, 2019
|
|
Change
|
|
Percentage Change
|
|||||||
(Loss) income from continuing operations
|
|
$
|
(5,228
|
)
|
|
$
|
1,515
|
|
|
$
|
(6,743
|
)
|
|
(445.1
|
)%
|
Non-GAAP income from continuing operations
|
|
$
|
1,843
|
|
|
$
|
3,063
|
|
|
$
|
(1,220
|
)
|
|
(39.8
|
)%
|
Net (loss) income
|
|
$
|
(5,358
|
)
|
|
$
|
1,262
|
|
|
$
|
(6,620
|
)
|
|
(524.6
|
)%
|
Adjusted EBIT
|
|
$
|
2,061
|
|
|
$
|
3,269
|
|
|
$
|
(1,208
|
)
|
|
(37.0
|
)%
|
•
|
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 and costs to execute on strategic alternatives.
|
•
|
Amortization of acquired intangible assets - reflects amortization of intangible assets acquired through business combinations.
|
•
|
Goodwill impairment losses - reflects impairment losses on goodwill.
|
•
|
Gain on arbitration award - reflects a gain related to the HPES merger arbitration award.
|
•
|
Pension and OPEB actuarial and settlement gains and losses - reflects pension and OPEB actuarial and settlement gains and losses.
|
•
|
Tax adjustment - Fiscal 2020 includes the impact of an adjustment to the Transition Tax and tax liabilities related to prior restructuring charges. Fiscal 2019 reflects the estimated non-recurring benefit of the Tax Cuts and Jobs Act of 2017. Fiscal 2018 reflects the application of an approximate 28% tax rate, which is within the targeted effective tax rate range for fiscal year 2018. Income tax expense of other non-GAAP adjustments is computed by applying the jurisdictional tax rate to the pre-tax adjustments on a jurisdictional basis.
|
|
|
Fiscal Year Ended March 31, 2020
|
||||||||||||||||||||||||||||||||||
(in millions, except per-share amounts)
|
|
As Reported
|
|
Restructuring Costs
|
|
Transaction, Separation and Integration-Related Costs
|
|
Amortization of Acquired Intangible Assets
|
|
Goodwill Impairment Losses
|
|
Gain on Arbitration Award
|
|
Pension and OPEB Actuarial and Settlement Gains
|
|
Tax Adjustment
|
|
Non-GAAP Results
|
||||||||||||||||||
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
$
|
14,901
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)
|
|
2,050
|
|
|
—
|
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,732
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Loss) income from continuing operations, before taxes
|
|
(5,228
|
)
|
|
252
|
|
|
318
|
|
|
583
|
|
|
6,794
|
|
|
(632
|
)
|
|
(244
|
)
|
|
—
|
|
|
1,843
|
|
|||||||||
Income tax expense (benefit)
|
|
130
|
|
|
44
|
|
|
63
|
|
|
133
|
|
|
95
|
|
|
—
|
|
|
(51
|
)
|
|
(33
|
)
|
|
381
|
|
|||||||||
Net (loss) income
|
|
(5,358
|
)
|
|
208
|
|
|
255
|
|
|
450
|
|
|
6,699
|
|
|
(632
|
)
|
|
(193
|
)
|
|
33
|
|
|
1,462
|
|
|||||||||
Less: net income attributable to non-controlling interest, net of tax
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||||
Net (loss) income attributable to DXC common stockholders
|
|
$
|
(5,369
|
)
|
|
$
|
208
|
|
|
$
|
255
|
|
|
$
|
450
|
|
|
$
|
6,699
|
|
|
$
|
(632
|
)
|
|
$
|
(193
|
)
|
|
$
|
33
|
|
|
$
|
1,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Effective Tax Rate
|
|
(2.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.7
|
%
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic EPS from continuing operations
|
|
$
|
(20.76
|
)
|
|
$
|
0.80
|
|
|
$
|
0.99
|
|
|
$
|
1.74
|
|
|
$
|
25.91
|
|
|
$
|
(2.44
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
0.13
|
|
|
$
|
5.61
|
|
Diluted EPS from continuing operations
|
|
$
|
(20.76
|
)
|
|
$
|
0.80
|
|
|
$
|
0.98
|
|
|
$
|
1.73
|
|
|
$
|
25.78
|
|
|
$
|
(2.43
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
0.13
|
|
|
$
|
5.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Weighted average common shares outstanding for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic EPS
|
|
258.57
|
|
|
258.57
|
|
|
258.57
|
|
|
258.57
|
|
|
258.57
|
|
|
258.57
|
|
|
258.57
|
|
|
258.57
|
|
|
258.57
|
|
|||||||||
Diluted EPS
|
|
258.57
|
|
|
259.81
|
|
|
259.81
|
|
|
259.81
|
|
|
259.81
|
|
|
259.81
|
|
|
259.81
|
|
|
259.81
|
|
|
259.81
|
|
|
|
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 Years Ended
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Net (loss) income
|
|
$
|
(5,358
|
)
|
|
$
|
1,262
|
|
Income from discontinued operations, net of taxes
|
|
—
|
|
|
(35
|
)
|
||
Income tax expense
|
|
130
|
|
|
288
|
|
||
Interest income
|
|
(165
|
)
|
|
(128
|
)
|
||
Interest expense
|
|
383
|
|
|
334
|
|
||
EBIT
|
|
(5,010
|
)
|
|
1,721
|
|
||
Restructuring costs
|
|
252
|
|
|
465
|
|
||
Transaction, separation and integration-related costs
|
|
318
|
|
|
401
|
|
||
Amortization of acquired intangible assets
|
|
583
|
|
|
539
|
|
||
Goodwill impairment losses
|
|
6,794
|
|
|
—
|
|
||
Gain on arbitration award
|
|
(632
|
)
|
|
—
|
|
||
Pension and OPEB actuarial and settlement (gains) losses
|
|
(244
|
)
|
|
143
|
|
||
Adjusted EBIT
|
|
$
|
2,061
|
|
|
$
|
3,269
|
|
|
|
Fiscal Year Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Net cash provided by operating activities
|
|
$
|
2,350
|
|
|
$
|
1,783
|
|
|
$
|
2,567
|
|
Net cash (used in) provided by investing activities
|
|
(2,137
|
)
|
|
69
|
|
|
719
|
|
|||
Net cash provided by (used in) financing activities
|
|
657
|
|
|
(1,663
|
)
|
|
(1,890
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(90
|
)
|
|
(19
|
)
|
|
65
|
|
|||
Net increase in cash and cash equivalents
|
|
780
|
|
|
170
|
|
|
1,461
|
|
|||
Cash and cash equivalents at beginning of year
|
|
2,899
|
|
|
2,729
|
|
|
1,268
|
|
|||
Cash and cash equivalents at the end of period
|
|
$
|
3,679
|
|
|
$
|
2,899
|
|
|
$
|
2,729
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Short-term debt and current maturities of long-term debt
|
|
$
|
1,276
|
|
|
$
|
1,942
|
|
Long-term debt, net of current maturities
|
|
8,672
|
|
|
5,470
|
|
||
Total debt
|
|
$
|
9,948
|
|
|
$
|
7,412
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Total debt
|
|
$
|
9,948
|
|
|
$
|
7,412
|
|
Cash and cash equivalents
|
|
3,679
|
|
|
2,899
|
|
||
Net debt(1)
|
|
$
|
6,269
|
|
|
$
|
4,513
|
|
|
|
|
|
|
||||
Total debt
|
|
$
|
9,948
|
|
|
$
|
7,412
|
|
Equity
|
|
5,129
|
|
|
11,725
|
|
||
Total capitalization
|
|
$
|
15,077
|
|
|
$
|
19,137
|
|
|
|
|
|
|
||||
Debt-to-total capitalization
|
|
66.0
|
%
|
|
38.7
|
%
|
||
Net debt-to-total capitalization(1)
|
|
41.6
|
%
|
|
23.6
|
%
|
|
|
As of
|
||
(in millions)
|
|
March 31, 2020
|
||
Cash and cash equivalents
|
|
$
|
3,679
|
|
Available borrowings under our revolving credit facility
|
|
2,500
|
|
|
Total liquidity
|
|
$
|
6,179
|
|
(in millions)
|
|
Less than
1 year
|
|
2-3 years
|
|
4-5 years
|
|
More than
5 years
|
|
Total
|
||||||||||
Debt(1)
|
|
$
|
290
|
|
|
$
|
3,698
|
|
|
$
|
2,870
|
|
|
$
|
1,458
|
|
|
$
|
8,316
|
|
Capitalized lease liabilities
|
|
444
|
|
|
510
|
|
|
92
|
|
|
—
|
|
|
1,046
|
|
|||||
Operating Leases(2)
|
|
508
|
|
|
645
|
|
|
325
|
|
|
221
|
|
|
1,699
|
|
|||||
Purchase Obligations(3)
|
|
1,911
|
|
|
1,180
|
|
|
286
|
|
|
—
|
|
|
3,377
|
|
|||||
U.S. Tax Reform - Transition Tax(4)
|
|
24
|
|
|
46
|
|
|
102
|
|
|
73
|
|
|
245
|
|
|||||
Interest and preferred dividend payments(5)
|
|
253
|
|
|
441
|
|
|
325
|
|
|
159
|
|
|
1,178
|
|
|||||
Total(6)
|
|
$
|
3,430
|
|
|
$
|
6,520
|
|
|
$
|
4,000
|
|
|
$
|
1,911
|
|
|
$
|
15,861
|
|
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
|||
Discount rates
|
|
2.4
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
Expected long-term rates of return on assets
|
|
5.8
|
%
|
|
5.3
|
%
|
|
4.9
|
%
|
(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%
|
|
$
|
(55
|
)
|
|
$
|
54
|
|
Expected long-term return on plan assets
|
|
(0.5)%
|
|
$
|
55
|
|
|
$
|
(54
|
)
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
0.5%
|
|
$
|
25
|
|
|
$
|
(793
|
)
|
Discount rate
|
|
(0.5)%
|
|
$
|
(29
|
)
|
|
$
|
994
|
|
|
|
|
|
|
Page
|
|
|
|
|
•
|
We tested the effectiveness of controls over management’s determination of reporting units and goodwill impairment evaluation, including those over the determination of the fair value of GBS and GIS, such as controls related to management’s revenue forecasts, selection of the discount rates, selection of performance-metric market multiples, and market capitalization reconciliation.
|
•
|
We evaluated management’s identification of reporting units, including consideration of components of its operating segments, the availability of discrete financial information for each that is regularly reviewed by management, and the suitability of aggregation of components.
|
•
|
We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, including management’s forecasting accuracy, (2) internal communications to management and the Board of Directors, (3) forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group, and (4) analyzing and comparing forecasts to the Company’s revenue backlog and sales pipeline.
|
•
|
We evaluated the impact of changes in management’s forecasts on each of the impairment test dates during the fiscal year ended March 31, 2020.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of:
|
–
|
Discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.
|
–
|
Performance-metric multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its peer group.
|
–
|
Reconciliation and comparison of the fair value of the GBS and GIS reporting units to the Company’s market capitalization.
|
|
|
As of
|
||||||
(in millions, except per share and share amounts)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,679
|
|
|
$
|
2,899
|
|
Receivables and contract assets, net of allowance for doubtful accounts of $74 and $60
|
|
4,392
|
|
|
5,181
|
|
||
Prepaid expenses
|
|
646
|
|
|
627
|
|
||
Other current assets
|
|
270
|
|
|
359
|
|
||
Total current assets
|
|
8,987
|
|
|
9,066
|
|
||
|
|
|
|
|
||||
Intangible assets, net of accumulated amortization of $4,347 and $3,399
|
|
5,731
|
|
|
5,939
|
|
||
Operating right-of-use assets, net
|
|
1,428
|
|
|
—
|
|
||
Goodwill
|
|
2,017
|
|
|
7,606
|
|
||
Deferred income taxes, net
|
|
265
|
|
|
355
|
|
||
Property and equipment, net of accumulated depreciation of $3,818 and $3,958
|
|
3,547
|
|
|
3,179
|
|
||
Other assets
|
|
4,031
|
|
|
3,429
|
|
||
Total Assets
|
|
$
|
26,006
|
|
|
$
|
29,574
|
|
|
|
|
|
|
||||
LIABILITIES and EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt and current maturities of long-term debt
|
|
$
|
1,276
|
|
|
$
|
1,942
|
|
Accounts payable
|
|
1,598
|
|
|
1,666
|
|
||
Accrued payroll and related costs
|
|
630
|
|
|
652
|
|
||
Current operating lease liabilities
|
|
482
|
|
|
—
|
|
||
Accrued expenses and other current liabilities
|
|
2,801
|
|
|
3,355
|
|
||
Deferred revenue and advance contract payments
|
|
1,021
|
|
|
1,630
|
|
||
Income taxes payable
|
|
87
|
|
|
208
|
|
||
Total current liabilities
|
|
7,895
|
|
|
9,453
|
|
||
|
|
|
|
|
||||
Long-term debt, net of current maturities
|
|
8,672
|
|
|
5,470
|
|
||
Non-current deferred revenue
|
|
735
|
|
|
256
|
|
||
Non-current operating lease liabilities
|
|
1,063
|
|
|
—
|
|
||
Non-current pension obligations
|
|
761
|
|
|
790
|
|
||
Non-current income tax liabilities and deferred tax liabilities
|
|
1,157
|
|
|
1,184
|
|
||
Other long-term liabilities
|
|
594
|
|
|
696
|
|
||
Total Liabilities
|
|
20,877
|
|
|
17,849
|
|
||
|
|
|
|
|
||||
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, 2020 and March 31, 2019
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 255,674,040 as of March 31, 2020 and 270,213,891 as of March 31, 2019
|
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
|
10,714
|
|
|
11,301
|
|
||
(Accumulated deficit) retained earnings
|
|
(5,177
|
)
|
|
478
|
|
||
Accumulated other comprehensive loss
|
|
(603
|
)
|
|
(244
|
)
|
||
Treasury stock, at cost, 2,148,708 and 1,788,658 shares as of March 31, 2020 and March 31, 2019
|
|
(152
|
)
|
|
(136
|
)
|
||
Total DXC stockholders’ equity
|
|
4,785
|
|
|
11,402
|
|
||
Non-controlling interest in subsidiaries
|
|
344
|
|
|
323
|
|
||
Total Equity
|
|
5,129
|
|
|
11,725
|
|
||
Total Liabilities and Equity
|
|
$
|
26,006
|
|
|
$
|
29,574
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions, except per-share amounts)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
19,577
|
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
|
|
|
|
|
|
|
||||||
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
14,901
|
|
|
14,946
|
|
|
16,317
|
|
|||
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)
|
|
2,050
|
|
|
1,959
|
|
|
1,890
|
|
|||
Depreciation and amortization
|
|
1,942
|
|
|
1,968
|
|
|
1,795
|
|
|||
Goodwill impairment losses
|
|
6,794
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
|
252
|
|
|
465
|
|
|
789
|
|
|||
Interest expense
|
|
383
|
|
|
334
|
|
|
320
|
|
|||
Interest income
|
|
(165
|
)
|
|
(128
|
)
|
|
(89
|
)
|
|||
Gain on arbitration award
|
|
(632
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
(720
|
)
|
|
(306
|
)
|
|
(593
|
)
|
|||
Total costs and expenses
|
|
24,805
|
|
|
19,238
|
|
|
20,429
|
|
|||
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations, before taxes
|
|
(5,228
|
)
|
|
1,515
|
|
|
1,304
|
|
|||
Income tax expense (benefit)
|
|
130
|
|
|
288
|
|
|
(242
|
)
|
|||
(Loss) income from continuing operations
|
|
(5,358
|
)
|
|
1,227
|
|
|
1,546
|
|
|||
Income from discontinued operations, net of taxes
|
|
—
|
|
|
35
|
|
|
236
|
|
|||
Net (loss) income
|
|
(5,358
|
)
|
|
1,262
|
|
|
1,782
|
|
|||
Less: net income attributable to non-controlling interest, net of tax
|
|
11
|
|
|
5
|
|
|
31
|
|
|||
Net (loss) income attributable to DXC common stockholders
|
|
$
|
(5,369
|
)
|
|
$
|
1,257
|
|
|
$
|
1,751
|
|
|
|
|
|
|
|
|
||||||
(Loss) Income per common share
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(20.76
|
)
|
|
$
|
4.40
|
|
|
$
|
5.32
|
|
Discontinued operations
|
|
—
|
|
|
0.13
|
|
|
0.83
|
|
|||
|
|
$
|
(20.76
|
)
|
|
$
|
4.53
|
|
|
$
|
6.15
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(20.76
|
)
|
|
$
|
4.35
|
|
|
$
|
5.23
|
|
Discontinued operations
|
|
—
|
|
|
0.12
|
|
|
0.81
|
|
|||
|
|
$
|
(20.76
|
)
|
|
$
|
4.47
|
|
|
$
|
6.04
|
|
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(5,358
|
)
|
|
$
|
1,262
|
|
|
$
|
1,782
|
|
||
Other comprehensive (loss) income, net of taxes:
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments, net of tax (1)
|
|
(323
|
)
|
|
(259
|
)
|
|
197
|
|
||||
|
Cash flow hedges adjustments, net of tax (2)
|
|
(17
|
)
|
|
(12
|
)
|
|
(11
|
)
|
||||
|
Available-for-sale securities, net of tax (3)
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
|
Pension and other post-retirement benefit plans, net of tax:
|
|
|
|
|
|
|
|||||||
|
|
Prior service cost, net of tax (4)
|
|
—
|
|
|
(21
|
)
|
|
38
|
|
|||
|
|
Amortization of transition obligation, net of tax (5)
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
|
Amortization of prior service cost, net of tax (6)
|
|
(8
|
)
|
|
(13
|
)
|
|
(14
|
)
|
|||
|
Pension and other post-retirement benefit plans, net of tax
|
|
(8
|
)
|
|
(34
|
)
|
|
25
|
|
||||
Other comprehensive (loss) income, net of taxes
|
|
(348
|
)
|
|
(305
|
)
|
|
220
|
|
|||||
Comprehensive (loss) income
|
|
(5,706
|
)
|
|
957
|
|
|
2,002
|
|
|||||
|
|
Less: comprehensive income attributable to non-controlling interest
|
|
22
|
|
|
2
|
|
|
31
|
|
|||
Comprehensive (loss) income attributable to DXC common stockholders
|
|
$
|
(5,728
|
)
|
|
$
|
955
|
|
|
$
|
1,971
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018 (1)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(5,358
|
)
|
|
$
|
1,262
|
|
|
$
|
1,782
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,960
|
|
|
2,023
|
|
|
2,014
|
|
|||
Goodwill impairment losses
|
|
6,794
|
|
|
—
|
|
|
—
|
|
|||
Operating right-of-use expense
|
|
698
|
|
|
—
|
|
|
—
|
|
|||
Pension & other post-employment benefits, actuarial & settlement (gains)
losses |
|
(244
|
)
|
|
143
|
|
|
(220
|
)
|
|||
Share-based compensation
|
|
68
|
|
|
74
|
|
|
93
|
|
|||
Deferred taxes
|
|
(56
|
)
|
|
97
|
|
|
(842
|
)
|
|||
Loss (gain) on dispositions
|
|
1
|
|
|
(163
|
)
|
|
4
|
|
|||
Provision for losses on accounts receivable
|
|
3
|
|
|
(10
|
)
|
|
45
|
|
|||
Unrealized foreign currency exchange losses
|
|
24
|
|
|
30
|
|
|
22
|
|
|||
Impairment losses and contract write-offs
|
|
30
|
|
|
—
|
|
|
41
|
|
|||
Amortization of debt issuance costs and (premium) discount
|
|
(4
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|||
Cash surrender value in excess of premiums paid
|
|
(12
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|||
Other non-cash charges, net
|
|
—
|
|
|
11
|
|
|
4
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
|
269
|
|
|
(947
|
)
|
|
(464
|
)
|
|||
Increase in prepaid expenses and other current assets
|
|
(229
|
)
|
|
(632
|
)
|
|
(196
|
)
|
|||
Decrease in accounts payable and accruals
|
|
(565
|
)
|
|
(52
|
)
|
|
(96
|
)
|
|||
(Decrease) increase in income taxes payable and income tax liability
|
|
(197
|
)
|
|
(107
|
)
|
|
303
|
|
|||
Decrease in operating lease liability
|
|
(698
|
)
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in advance contract payments and deferred revenue
|
|
(146
|
)
|
|
(74
|
)
|
|
130
|
|
|||
Other operating activities, net
|
|
12
|
|
|
149
|
|
|
(38
|
)
|
|||
Net cash provided by operating activities
|
|
2,350
|
|
|
1,783
|
|
|
2,567
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(350
|
)
|
|
(297
|
)
|
|
(224
|
)
|
|||
Payments for transition and transformation contract costs
|
|
(281
|
)
|
|
(394
|
)
|
|
(328
|
)
|
|||
Software purchased and developed
|
|
(235
|
)
|
|
(261
|
)
|
|
(211
|
)
|
|||
Cash acquired through HPES Merger
|
|
—
|
|
|
—
|
|
|
938
|
|
|||
Payments for acquisitions, net of cash acquired
|
|
(1,997
|
)
|
|
(365
|
)
|
|
(203
|
)
|
|||
Business dispositions
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|||
Cash collections related to deferred purchase price receivable
|
|
671
|
|
|
1,084
|
|
|
685
|
|
|||
Proceeds from sale of assets
|
|
73
|
|
|
357
|
|
|
58
|
|
|||
Short-term investing
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from short-term investing
|
|
38
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
|
19
|
|
|
10
|
|
|
4
|
|
|||
Net cash (used in) provided by investing activities
|
|
(2,137
|
)
|
|
69
|
|
|
719
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings of commercial paper
|
|
4,939
|
|
|
2,747
|
|
|
2,413
|
|
|||
Repayments of commercial paper
|
|
(5,076
|
)
|
|
(2,840
|
)
|
|
(2,297
|
)
|
|||
Borrowings under lines of credit
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|||
Repayment of borrowings under lines of credit
|
|
—
|
|
|
—
|
|
|
(737
|
)
|
Borrowings on long-term debt, net of discount
|
|
2,198
|
|
|
1,646
|
|
|
621
|
|
|||
Principal payments on long-term debt
|
|
(1,039
|
)
|
|
(2,625
|
)
|
|
(1,547
|
)
|
|||
Payments on finance leases and borrowings for asset financing
|
|
(865
|
)
|
|
(944
|
)
|
|
(1,060
|
)
|
|||
Borrowings for USPS spin transaction
|
|
—
|
|
|
1,114
|
|
|
—
|
|
|||
Proceeds from bond issuance
|
|
—
|
|
|
753
|
|
|
989
|
|
|||
Proceeds from stock options and other common stock transactions
|
|
11
|
|
|
47
|
|
|
138
|
|
|||
Taxes paid related to net share settlements of share-based compensation awards
|
|
(16
|
)
|
|
(54
|
)
|
|
(76
|
)
|
|||
Repurchase of common stock and advance payment for accelerated share repurchase
|
|
(736
|
)
|
|
(1,344
|
)
|
|
(132
|
)
|
|||
Dividend payments
|
|
(214
|
)
|
|
(210
|
)
|
|
(174
|
)
|
|||
Other financing activities, net
|
|
(45
|
)
|
|
47
|
|
|
(28
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
657
|
|
|
(1,663
|
)
|
|
(1,890
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(90
|
)
|
|
(19
|
)
|
|
65
|
|
|||
Net increase in cash and cash equivalents
|
|
780
|
|
|
170
|
|
|
1,461
|
|
|||
Cash and cash equivalents at beginning of year
|
|
2,899
|
|
|
2,729
|
|
|
1,268
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
3,679
|
|
|
$
|
2,899
|
|
|
$
|
2,729
|
|
(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
|
|||||||||||||||||||||||||
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
|
)
|
||||||||||||||
Non-controlling 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
|
)
|
||||||||||||||
Non-controlling 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
|
(in millions, except shares in thousands)
|
Common Stock
|
Additional
Paid-in Capital
|
Retained Earnings (Accumulated Deficit)
|
Accumulated
Other
Comprehensive
Loss
|
Treasury Stock (1)
|
Total
DXC Equity
|
Non-
Controlling Interest
|
Total Equity
|
|||||||||||||||||||
Shares
|
|
Amount
|
|||||||||||||||||||||||||
Balance at March 31, 2019
|
270,214
|
|
|
$
|
3
|
|
$
|
11,301
|
|
$
|
478
|
|
$
|
(244
|
)
|
$
|
(136
|
)
|
$
|
11,402
|
|
$
|
323
|
|
$
|
11,725
|
|
Net loss
|
|
|
|
|
(5,369
|
)
|
|
|
(5,369
|
)
|
11
|
|
(5,358
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(359
|
)
|
|
(359
|
)
|
11
|
|
(348
|
)
|
|||||||||||||
Share-based compensation expense
|
|
|
|
70
|
|
|
|
|
70
|
|
|
70
|
|
||||||||||||||
Acquisition of treasury stock
|
|
|
|
|
|
|
(16
|
)
|
(16
|
)
|
|
(16
|
)
|
||||||||||||||
Share repurchase program
|
(15,934
|
)
|
|
|
(669
|
)
|
(67
|
)
|
|
|
(736
|
)
|
|
(736
|
)
|
||||||||||||
Stock option exercises and other common stock transactions
|
1,394
|
|
|
|
12
|
|
|
|
|
12
|
|
|
12
|
|
|||||||||||||
Dividends declared ($0.84 per share)
|
|
|
|
|
(219
|
)
|
|
|
(219
|
)
|
|
(219
|
)
|
||||||||||||||
Non-controlling interest distributions and other
|
|
|
|
|
|
|
|
—
|
|
(1
|
)
|
(1
|
)
|
||||||||||||||
Balance at March 31, 2020
|
255,674
|
|
|
$
|
3
|
|
$
|
10,714
|
|
$
|
(5,177
|
)
|
$
|
(603
|
)
|
$
|
(152
|
)
|
$
|
4,785
|
|
$
|
344
|
|
$
|
5,129
|
|
(1)
|
2,148,708 treasury shares as of March 31, 2020
|
•
|
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 7 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
|
February 2016
ASU 2016-02 "Leases (Topic 842)"
|
April 1, 2019
Modified retrospective
|
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. 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 and provides for certain practical expedients.
|
The Company adopted this update utilizing the simplified transition method allowing the Company to not restate comparative periods and apply Topic 842 beginning on April 1, 2019. During adoption, the Company 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. The adoption resulted in following impacts.
The Company recorded increases of $1.7 billion in assets and $1.8 billion in liabilities as of April 1, 2019, due to the recording of operating ROU assets and operating lease liabilities for lease obligations that were historically classified as operating leases. The Company's cumulative adjustment to the opening balance of retained earnings was not material. Additionally, the update did not have a material impact on the statements of operations or statements of cash flows.
DXC elected 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 applied the lessee component election, allowing the Company to account for lease and non-lease components as a single lease component. In addition, DXC made an accounting policy election to not capitalize leases with an initial term of 12 months or less that do not contain a ‘reasonably certain’ purchase option.
Refer to Note 6 - "Leases" for additional information.
|
February 2018
ASU 2018-02 - "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income"
|
April 1, 2019
Retrospective
|
This update provides an option to reclassify stranded tax effects within accumulated other comprehensive income ("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 adopted this update and opted to not elect to reclassify any stranded tax effects within AOCI to retained earnings, and as such, the adoption of ASU 2018-02 did not have an effect on its condensed consolidated financial statements. In accordance with its accounting policy, the Company uses the portfolio approach and will release income tax effects from AOCI once the reason the tax effects were established cease to exist (e.g., when available-for-sale debt securities are sold or if a pension plan is liquidated).
|
January 2017
ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the test for Goodwill Impairment"
|
July 1, 2019
Prospective
|
This update is intended to simplify goodwill impairment testing by eliminating Step 2 from the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, the entity will record an impairment loss based on that difference. The impairment loss will be limited to the amount of goodwill allocated to that reporting unit. Previously, if the fair value of a reporting unit was lower than its carrying amount (Step 1), an entity was required to calculate any impairment loss by comparing the implied fair value of goodwill with its carrying amount (Step 2). Additionally, under the new standard, companies that have reporting units with zero or negative carrying amounts will no longer be required to perform the qualitative assessment to determine whether to perform Step 2 of the goodwill impairment test. As a result, reporting units with zero or negative carrying amounts will generally be expected to pass the simplified impairment test; however, additional disclosure will be required of those companies.
|
DXC early adopted this guidance on a prospective basis as of July 1, 2019. As a result of adopting this ASU, the Company no longer performs Step 2 while completing its goodwill impairment testing, beginning with its annual goodwill impairment testing performed during the second quarter of fiscal 2020.
DXC's impairment testing resulted in non-cash impairment charges of $6,794 million, consisting of $3,789 million and $3,005 million in its GBS and GIS reporting units, respectively. See Note 11 - "Goodwill" for additional information.
|
Date Issued and ASU
|
DXC Effective Date
|
Description
|
Impact
|
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 has evaluated its trade receivables and financial arrangements and determined that the adoption of ASU 2016-13 will be immaterial to the consolidated financial statements.
|
August 2018
ASU 2018-15,
"Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract"
|
Fiscal 2021
|
This update helps entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. Entities have the option to apply this standard prospectively to all implementation costs incurred after the date of adoption or retrospectively.
|
DXC has evaluated the impact of adopting ASU 2018-15 and determined that the adoption will be immaterial to the consolidated financial statements.
|
August 2018
ASU 2018-13 – "Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement"
|
Fiscal 2021
|
This update is to improve the effectiveness of fair value measurement disclosures. The amendments in this ASU modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting-Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits.
|
DXC is currently evaluating to determine what updates may be required and disclosed.
|
(in millions)
|
|
Fair Value
|
||
Cash and cash equivalents
|
|
$
|
113
|
|
Accounts receivable
|
|
233
|
|
|
Other current assets
|
|
15
|
|
|
Total current assets
|
|
361
|
|
|
Property and equipment
|
|
31
|
|
|
Intangible assets
|
|
577
|
|
|
Other assets
|
|
99
|
|
|
Total assets acquired
|
|
1,068
|
|
|
Accounts payable, accrued payroll, accrued expenses, and other current liabilities
|
|
(121
|
)
|
|
Deferred revenue
|
|
(8
|
)
|
|
Long-term deferred tax liabilities and income tax payable
|
|
(106
|
)
|
|
Other liabilities
|
|
(72
|
)
|
|
Total liabilities assumed
|
|
(307
|
)
|
|
Net identifiable assets acquired
|
|
761
|
|
|
Goodwill
|
|
1,262
|
|
|
Total consideration transferred
|
|
$
|
2,023
|
|
(in millions)
|
|
Amount
|
||
Land, buildings, and leasehold improvements
|
|
$
|
8
|
|
Computers and related equipment
|
|
12
|
|
|
Furniture and other equipment
|
|
11
|
|
|
Total
|
|
$
|
31
|
|
(in millions)
|
|
Amount
|
|
Estimated Useful Lives (Years)
|
||
Customer related intangibles
|
|
$
|
417
|
|
|
10
|
Trade names
|
|
143
|
|
|
20
|
|
Developed technology
|
|
6
|
|
|
3
|
|
Third-party purchased software
|
|
11
|
|
|
3
|
|
Total
|
|
$
|
577
|
|
|
|
(in millions)
|
|
Twelve Months Ended March 31, 2020(1)
|
||
Revenues
|
|
$
|
695
|
|
Net income (loss)
|
|
$
|
(25
|
)
|
(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)
|
|
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)
|
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, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
|
|
|
|
|
|
|
||||||
Net (loss) income attributable to DXC common shareholders:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
(5,369
|
)
|
|
$
|
1,222
|
|
|
$
|
1,515
|
|
From discontinued operations
|
|
—
|
|
|
35
|
|
|
236
|
|
|||
|
|
$
|
(5,369
|
)
|
|
$
|
1,257
|
|
|
$
|
1,751
|
|
Common share information:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic EPS
|
|
258.57
|
|
|
277.54
|
|
|
284.93
|
|
|||
Dilutive effect of stock options and equity awards
|
|
—
|
|
|
3.89
|
|
|
4.84
|
|
|||
Weighted average common shares outstanding for diluted EPS
|
|
258.57
|
|
|
281.43
|
|
|
289.77
|
|
|||
|
|
|
|
|
|
|
||||||
EPS:
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(20.76
|
)
|
|
$
|
4.40
|
|
|
$
|
5.32
|
|
Discontinued operations
|
|
—
|
|
|
0.13
|
|
|
0.83
|
|
|||
Total
|
|
$
|
(20.76
|
)
|
|
$
|
4.53
|
|
|
$
|
6.15
|
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(20.76
|
)
|
|
$
|
4.35
|
|
|
$
|
5.23
|
|
Discontinued operations
|
|
—
|
|
|
0.12
|
|
|
0.81
|
|
|||
Total
|
|
$
|
(20.76
|
)
|
|
$
|
4.47
|
|
|
$
|
6.04
|
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31, 2020(1)
|
|
March 31, 2019
|
|
March 31, 2018
|
|||
Stock Options
|
|
1,075,901
|
|
|
—
|
|
|
—
|
|
RSUs
|
|
2,029,567
|
|
|
46,051
|
|
|
54,637
|
|
PSUs
|
|
289,972
|
|
|
25,086
|
|
|
96,029
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Billed trade receivables
|
|
$
|
2,094
|
|
|
$
|
2,508
|
|
Unbilled receivables
|
|
1,419
|
|
|
1,114
|
|
||
Other receivables
|
|
879
|
|
|
1,559
|
|
||
Total
|
|
$
|
4,392
|
|
|
$
|
5,181
|
|
|
|
As of and for Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Beginning balance
|
|
$
|
60
|
|
|
$
|
40
|
|
|
$
|
26
|
|
Additions charged to costs and expenses
|
|
23
|
|
|
19
|
|
|
45
|
|
|||
Deductions(1)
|
|
(4
|
)
|
|
(4
|
)
|
|
(37
|
)
|
|||
Other(2)
|
|
(5
|
)
|
|
5
|
|
|
6
|
|
|||
Ending balance
|
|
$
|
74
|
|
|
$
|
60
|
|
|
$
|
40
|
|
(1)
|
Represents write-offs and recoveries of prior year charges.
|
(2)
|
Includes changes in foreign currency exchange rates.
|
|
|
As of and for the Fiscal Year Ended
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Beginning balance
|
|
$
|
574
|
|
|
$
|
233
|
|
Transfers of receivables
|
|
1,214
|
|
|
5,435
|
|
||
Collections
|
|
(1,265
|
)
|
|
(4,393
|
)
|
||
Change in funding availability
|
|
2
|
|
|
(246
|
)
|
||
Facility amendments
|
|
(525
|
)
|
|
(457
|
)
|
||
Fair value adjustment
|
|
—
|
|
|
2
|
|
||
Ending balance
|
|
$
|
—
|
|
|
$
|
574
|
|
(in millions)
|
|
As of March 31, 2020
|
||
Beginning balance
|
|
$
|
—
|
|
Transfers of receivables
|
|
996
|
|
|
Collections
|
|
(879
|
)
|
|
Change in funding availability
|
|
(14
|
)
|
|
Ending balance
|
|
$
|
103
|
|
(in millions)
|
|
As of the
Fiscal Year Ended March 31, 2019(1) |
||
Transfers of receivables
|
|
$
|
464
|
|
Collections
|
|
$
|
521
|
|
Operating cash flow effect
|
|
$
|
(57
|
)
|
(in millions)
|
|
Fiscal Years Ended March 31, 2020
|
||
Operating lease cost
|
|
$
|
698
|
|
Short-term lease cost
|
|
49
|
|
|
Variable lease cost
|
|
46
|
|
|
Sublease income
|
|
(45
|
)
|
|
Total operating costs
|
|
$
|
748
|
|
|
|
|
||
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
$
|
405
|
|
Interest on lease liabilities
|
|
65
|
|
|
Total finance lease cost
|
|
$
|
470
|
|
(in millions)
|
|
Fiscal Years Ended March 31, 2020
|
||
Cash paid for amounts included in the measurement of:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
698
|
|
Operating cash flows from finance leases
|
|
$
|
65
|
|
Financing cash flows from finance leases
|
|
$
|
576
|
|
|
|
|
|
As of
|
||
(in millions)
|
|
Balance Sheet Line Item
|
|
March 31, 2020
|
||
Assets:
|
|
|
|
|
||
ROU operating lease assets
|
|
Operating right-of-use assets, net
|
|
$
|
1,428
|
|
ROU finance lease assets
|
|
Property and Equipment, net
|
|
1,220
|
|
|
Total
|
|
|
|
$
|
2,648
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating lease
|
|
Current operating lease liabilities
|
|
$
|
482
|
|
Finance lease
|
|
Short-term debt and current maturities of long-term debt
|
|
444
|
|
|
Total
|
|
|
|
$
|
926
|
|
|
|
|
|
|
||
Non-current
|
|
|
|
|
||
Operating lease
|
|
Non-current operating lease liabilities
|
|
$
|
1,063
|
|
Finance lease
|
|
Long-term debt, net of current maturities
|
|
602
|
|
|
Total
|
|
|
|
$
|
1,665
|
|
Weighted average remaining lease term:
|
|
Years
|
|
Operating leases
|
|
4.8
|
|
Finance leases
|
|
2.7
|
|
|
|
|
|
Weighted average remaining discount rate:
|
|
Rate
|
|
Operating leases
|
|
4.0
|
%
|
Finance leases
|
|
6.4
|
%
|
Fiscal year
|
|
Operating Leases
|
|
|
||||||||
(in millions)
|
|
Real Estate
|
|
Equipment
|
|
Finance Leases
|
||||||
2021
|
|
$
|
429
|
|
|
$
|
79
|
|
|
$
|
464
|
|
2022
|
|
330
|
|
|
41
|
|
|
339
|
|
|||
2023
|
|
255
|
|
|
19
|
|
|
195
|
|
|||
2024
|
|
189
|
|
|
11
|
|
|
81
|
|
|||
2025
|
|
121
|
|
|
4
|
|
|
16
|
|
|||
Thereafter
|
|
211
|
|
|
10
|
|
|
—
|
|
|||
Total lease payments
|
|
1,535
|
|
|
164
|
|
|
1,095
|
|
|||
Less: imputed interest
|
|
145
|
|
|
9
|
|
|
49
|
|
|||
Total payments
|
|
$
|
1,390
|
|
|
$
|
155
|
|
|
$
|
1,046
|
|
Fiscal year
|
|
Operating Leases
|
||||||
(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
|
)
|
|
—
|
|
||
Total rental payments
|
|
$
|
1,308
|
|
|
$
|
399
|
|
Fiscal year
|
|
|
||
(in millions)
|
|
Finance Leases
|
||
2020
|
|
$
|
509
|
|
2021
|
|
310
|
|
|
2022
|
|
212
|
|
|
2023
|
|
128
|
|
|
2024
|
|
36
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum lease payments
|
|
1,195
|
|
|
Less: interest and executory costs
|
|
(68
|
)
|
|
Present value of net minimum lease payments
|
|
$
|
1,127
|
|
|
|
|
|
Fair Value Hierarchy
|
||||||||||||
(in millions)
|
|
As of March 31, 2020
|
||||||||||||||
Assets:
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market funds and money market deposit accounts
|
|
$
|
156
|
|
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits(1)
|
|
595
|
|
|
595
|
|
|
—
|
|
|
—
|
|
||||
Other debt securities(2)
|
|
51
|
|
|
—
|
|
|
48
|
|
|
3
|
|
||||
Deferred purchase price receivable
|
|
103
|
|
|
—
|
|
|
—
|
|
|
103
|
|
||||
Total assets
|
|
$
|
905
|
|
|
$
|
751
|
|
|
$
|
48
|
|
|
$
|
106
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
Total liabilities
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
|
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
|
|
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
Statement of Operations Line Item
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Foreign currency forward contracts
|
|
Other expense (income), net
|
|
$
|
(37
|
)
|
|
$
|
16
|
|
|
$
|
118
|
|
|
|
Derivative Assets
|
||||||||
|
|
|
|
As of
|
||||||
(in millions)
|
|
Balance Sheet Line Item
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
|
|
|
|
|
|
|
||||
Derivatives designated for hedge accounting:
|
|
|
||||||||
Foreign currency forward contracts (1)
|
|
Other current assets
|
|
—
|
|
|
38
|
|
||
Total fair value of derivatives designated for hedge accounting
|
|
$
|
—
|
|
|
$
|
38
|
|
||
|
|
|
||||||||
Derivatives not designated for hedge accounting:
|
|
|
||||||||
Foreign currency forward contracts
|
|
Other current assets
|
|
$
|
16
|
|
|
$
|
5
|
|
Total fair value of derivatives not designated for hedge accounting
|
|
$
|
16
|
|
|
$
|
5
|
|
|
|
Derivative Liabilities
|
||||||||
|
|
|
|
As of
|
||||||
(in millions)
|
|
Balance Sheet Line Item
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
|
|
|
|
|
|
|
||||
Derivatives designated for hedge accounting:
|
|
|
|
|
||||||
Foreign currency forward contracts(1)
|
|
Accrued expenses and other current liabilities
|
|
$
|
20
|
|
|
$
|
4
|
|
Total fair value of derivatives designated for hedge accounting:
|
|
$
|
20
|
|
|
$
|
4
|
|
||
|
|
|
|
|
|
|||||
Derivatives not designated for hedge accounting:
|
|
|
|
|
||||||
Foreign currency forward contracts
|
|
Accrued expenses and other current liabilities
|
|
$
|
12
|
|
|
$
|
9
|
|
Total fair value of derivatives not designated for hedge accounting
|
|
$
|
12
|
|
|
$
|
9
|
|
(1)
|
Foreign currency forward contracts designated for hedge accounting includes designated cash flow hedges and net investment hedges.
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Property and equipment — gross:
|
|
|
|
|
||||
Land, buildings and leasehold improvements
|
|
$
|
2,233
|
|
|
$
|
2,180
|
|
Computers and related equipment
|
|
4,876
|
|
|
4,719
|
|
||
Furniture and other equipment
|
|
226
|
|
|
224
|
|
||
Construction in progress
|
|
30
|
|
|
14
|
|
||
|
|
7,365
|
|
|
7,137
|
|
||
Less: accumulated depreciation
|
|
3,818
|
|
|
3,958
|
|
||
Property and equipment, net
|
|
$
|
3,547
|
|
|
$
|
3,179
|
|
|
|
As of March 31, 2020
|
||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
Software
|
|
$
|
4,048
|
|
|
$
|
2,614
|
|
|
$
|
1,434
|
|
Customer related intangible assets
|
|
5,795
|
|
|
1,697
|
|
|
4,098
|
|
|||
Other intangible assets
|
|
235
|
|
|
36
|
|
|
199
|
|
|||
Total intangible assets
|
|
$
|
10,078
|
|
|
$
|
4,347
|
|
|
$
|
5,731
|
|
|
|
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
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
|||
Intangible asset amortization
|
|
$
|
1,019
|
|
|
$
|
890
|
|
|
$
|
860
|
|
Transition and transformation contract cost amortization(1)
|
|
280
|
|
|
258
|
|
|
226
|
|
|||
Total amortization expense
|
|
$
|
1,299
|
|
|
$
|
1,148
|
|
|
$
|
1,086
|
|
(1)
|
Transition and transformation contract costs are included within other assets on the balance sheet.
|
Fiscal Year
|
|
(in millions)
|
|
|
2021
|
|
$
|
1,004
|
|
2022
|
|
$
|
915
|
|
2023
|
|
$
|
835
|
|
2024
|
|
$
|
750
|
|
2025
|
|
$
|
662
|
|
(in millions)
|
|
GBS
|
|
GIS
|
|
Total
|
||||||
Balance as of March 31, 2019, net
|
|
4,599
|
|
|
3,007
|
|
|
7,606
|
|
|||
|
|
|
|
|
|
|
||||||
Acquisitions
|
|
1,288
|
|
|
70
|
|
|
1,358
|
|
|||
Impairment Losses
|
|
(3,789
|
)
|
|
(3,005
|
)
|
|
(6,794
|
)
|
|||
Foreign currency translation
|
|
(81
|
)
|
|
(72
|
)
|
|
(153
|
)
|
|||
|
|
|
|
|
|
|
||||||
Goodwill, gross
|
|
6,507
|
|
|
5,066
|
|
|
11,573
|
|
|||
Accumulated impairment losses
|
|
(4,490
|
)
|
|
(5,066
|
)
|
|
(9,556
|
)
|
|||
Balance as of March 31, 2020, net
|
|
$
|
2,017
|
|
|
$
|
—
|
|
|
$
|
2,017
|
|
(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
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Domestic entities
|
|
$
|
(2,928
|
)
|
|
$
|
511
|
|
|
$
|
454
|
|
Entities outside the United States
|
|
(2,300
|
)
|
|
1,004
|
|
|
850
|
|
|||
Total
|
|
$
|
(5,228
|
)
|
|
$
|
1,515
|
|
|
$
|
1,304
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
3
|
|
|
$
|
(50
|
)
|
|
$
|
392
|
|
State
|
|
16
|
|
|
42
|
|
|
16
|
|
|||
Foreign
|
|
167
|
|
|
218
|
|
|
247
|
|
|||
|
|
186
|
|
|
210
|
|
|
655
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(125
|
)
|
|
95
|
|
|
(899
|
)
|
|||
State
|
|
17
|
|
|
23
|
|
|
(59
|
)
|
|||
Foreign
|
|
52
|
|
|
(40
|
)
|
|
61
|
|
|||
|
|
(56
|
)
|
|
78
|
|
|
(897
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
130
|
|
|
$
|
288
|
|
|
$
|
(242
|
)
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
|||
Statutory rate
|
|
(21.0
|
)%
|
|
21.0
|
%
|
|
31.5
|
%
|
State income tax, net of federal tax
|
|
(1.4
|
)
|
|
3.2
|
|
|
2.0
|
|
Foreign tax rate differential
|
|
(11.9
|
)
|
|
(18.4
|
)
|
|
(5.7
|
)
|
Goodwill impairment
|
|
28.3
|
|
|
—
|
|
|
—
|
|
Change in valuation allowances
|
|
12.1
|
|
|
16.9
|
|
|
(7.7
|
)
|
Income Tax and Foreign Tax Credits
|
|
(2.6
|
)
|
|
(0.6
|
)
|
|
(7.6
|
)
|
Arbitration Award
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
Change in uncertain tax positions
|
|
1.1
|
|
|
(1.5
|
)
|
|
(0.2
|
)
|
Withholding Taxes
|
|
0.9
|
|
|
3.5
|
|
|
2.3
|
|
U.S. Tax on Foreign Income
|
|
0.4
|
|
|
2.4
|
|
|
2.1
|
|
Excess tax benefits for stock compensation
|
|
0.1
|
|
|
(1.1
|
)
|
|
(3.0
|
)
|
Capitalized transaction costs
|
|
0.1
|
|
|
0.1
|
|
|
1.0
|
|
United States Tax Reform
|
|
(0.7
|
)
|
|
(3.4
|
)
|
|
(40.6
|
)
|
Change in Indefinite Reinvestment Assertion
|
|
—
|
|
|
(3.1
|
)
|
|
3.3
|
|
Loss of attributes due to merger
|
|
—
|
|
|
—
|
|
|
5.1
|
|
Prepaid tax asset amortization
|
|
—
|
|
|
—
|
|
|
0.3
|
|
Other items, net
|
|
0.7
|
|
|
—
|
|
|
(1.4
|
)
|
Effective tax rate
|
|
2.5
|
%
|
|
19.0
|
%
|
|
(18.6
|
)%
|
•
|
Non-deductible goodwill impairment charge, which increased tax expense and increased the ETR by $1,482 million and 28.3%, respectively.
|
•
|
Non-taxable gain on the arbitration award, which decreased income tax expense and decreased the ETR by $186 million and 3.6%, respectively.
|
•
|
A change in the net valuation allowance on certain deferred tax assets, primarily in Australia, Brazil, China, Luxembourg, and Singapore, which increased income tax expense and increased the ETR by $631 million and 12.1%, respectively.
|
•
|
An increase in Income Tax and Foreign Tax Credits, primarily relating to research and development credits recognized for prior years, which decreased income tax expense and decreased the ETR by $135 million and 2.6%, respectively.
|
•
|
Local losses on investments in Luxembourg that increased the foreign rate differential and decreased the ETR by $637 million and 12.2%, respectively, with an offsetting increase in the ETR due to an increase in the valuation allowance of the same amount.
|
•
|
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.
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Deferred tax assets
|
|
|
|
|
||||
Employee benefits
|
|
$
|
—
|
|
|
$
|
79
|
|
Tax loss/credit carryforwards
|
|
2,516
|
|
|
1,917
|
|
||
Accrued interest
|
|
12
|
|
|
16
|
|
||
Operating lease liabilities
|
|
370
|
|
|
—
|
|
||
Contract accounting
|
|
126
|
|
|
130
|
|
||
Other assets
|
|
144
|
|
|
139
|
|
||
Total deferred tax assets
|
|
3,168
|
|
|
2,281
|
|
||
Valuation allowance
|
|
(2,162
|
)
|
|
(1,575
|
)
|
||
Net deferred tax assets
|
|
1,006
|
|
|
706
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
(850
|
)
|
|
(994
|
)
|
||
Operating right-of-use asset
|
|
(343
|
)
|
|
—
|
|
||
Investment basis differences
|
|
(68
|
)
|
|
(61
|
)
|
||
Employee benefits
|
|
(48
|
)
|
|
—
|
|
||
Other liabilities
|
|
(150
|
)
|
|
(63
|
)
|
||
Total deferred tax liabilities
|
|
(1,459
|
)
|
|
(1,118
|
)
|
||
|
|
|
|
|
||||
Total net deferred tax assets (liabilities)
|
|
$
|
(453
|
)
|
|
$
|
(412
|
)
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Current:
|
|
|
|
|
||||
Income tax receivables and prepaid taxes
|
|
$
|
58
|
|
|
$
|
113
|
|
|
|
$
|
58
|
|
|
$
|
113
|
|
Non-current:
|
|
|
|
|
||||
Income taxes receivable and prepaid taxes
|
|
$
|
180
|
|
|
$
|
137
|
|
Deferred tax assets
|
|
265
|
|
|
355
|
|
||
|
|
$
|
445
|
|
|
$
|
492
|
|
|
|
|
|
|
||||
Total
|
|
$
|
503
|
|
|
$
|
605
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Current:
|
|
|
|
|
||||
Liability for uncertain tax positions
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
Income taxes payable
|
|
(75
|
)
|
|
(208
|
)
|
||
|
|
$
|
(87
|
)
|
|
$
|
(208
|
)
|
Non-current:
|
|
|
|
|
||||
Deferred taxes
|
|
(718
|
)
|
|
(767
|
)
|
||
Income taxes payable
|
|
(168
|
)
|
|
(201
|
)
|
||
Liability for uncertain tax positions
|
|
(271
|
)
|
|
(216
|
)
|
||
|
|
$
|
(1,157
|
)
|
|
$
|
(1,184
|
)
|
|
|
|
|
|
||||
Total
|
|
$
|
(1,244
|
)
|
|
$
|
(1,392
|
)
|
|
|
As of March 31, 2020
|
|
As of March 31, 2019
|
||||||||||||||||||||||||
(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
|
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
12
|
|
|
2033
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
2037
|
State
|
|
$
|
673
|
|
|
$
|
6
|
|
|
$
|
667
|
|
|
2040
|
|
$
|
845
|
|
|
$
|
9
|
|
|
$
|
836
|
|
|
2039
|
Foreign
|
|
$
|
10,512
|
|
|
$
|
6,471
|
|
|
$
|
4,041
|
|
|
2040
|
|
$
|
7,595
|
|
|
$
|
7,292
|
|
|
$
|
303
|
|
|
2039
|
Tax credit carryforwards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
2040
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
State
|
|
$
|
16
|
|
|
$
|
7
|
|
|
$
|
9
|
|
|
2039
|
|
$
|
23
|
|
|
$
|
7
|
|
|
$
|
16
|
|
|
2039
|
Foreign
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
2020
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
2020
|
Capital loss carryforwards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
State
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
Foreign
|
|
$
|
59
|
|
|
$
|
40
|
|
|
$
|
19
|
|
|
2023
|
|
$
|
236
|
|
|
$
|
211
|
|
|
$
|
25
|
|
|
2023
|
|
|
Fiscal Years Ended
|
||||||
(in millions)
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
||
Tax
|
|
$
|
253
|
|
|
$
|
165
|
|
Interest
|
|
45
|
|
|
41
|
|
||
Penalties
|
|
21
|
|
|
25
|
|
||
Offset to receivable
|
|
(24
|
)
|
|
—
|
|
||
Net of tax attributes
|
|
(12
|
)
|
|
(15
|
)
|
||
Total
|
|
$
|
283
|
|
|
$
|
216
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Balance at beginning of fiscal year
|
|
$
|
165
|
|
|
$
|
219
|
|
|
$
|
192
|
|
Gross increases related to prior year tax positions
|
|
74
|
|
|
4
|
|
|
10
|
|
|||
Gross decreases related to prior year tax positions
|
|
(9
|
)
|
|
(27
|
)
|
|
(12
|
)
|
|||
Gross increases related to current year tax positions
|
|
15
|
|
|
—
|
|
|
7
|
|
|||
Settlements and statute of limitation expirations
|
|
(7
|
)
|
|
(23
|
)
|
|
(19
|
)
|
|||
Acquisitions
|
|
18
|
|
|
—
|
|
|
39
|
|
|||
Foreign exchange and others
|
|
(3
|
)
|
|
(8
|
)
|
|
2
|
|
|||
Balance at end of fiscal year
|
|
$
|
253
|
|
|
$
|
165
|
|
|
$
|
219
|
|
|
|
As of and for the Fiscal Years Ended
|
||||||||||
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
(in millions)
|
|
Increase (Decrease)
|
||||||||||
Interest
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest, net of tax
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Accrued penalties
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Liability for interest
|
|
$
|
45
|
|
|
$
|
41
|
|
|
$
|
40
|
|
Liability for interest, net of tax
|
|
$
|
40
|
|
|
$
|
36
|
|
|
$
|
36
|
|
Liability for penalties
|
|
$
|
21
|
|
|
$
|
25
|
|
|
$
|
25
|
|
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
|
|
2006 and forward
|
France
|
|
2015 and forward
|
Germany
|
|
2010 and forward
|
India
|
|
1999 and forward
|
United Kingdom
|
|
2011 and forward
|
|
|
|
|
|
|
As of
|
||||||
(in millions)
|
|
Interest Rates
|
|
Fiscal Year Maturities
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Short-term debt and current maturities of long-term debt
|
|
|
|
|
|
|
|
|
||||
Commercial paper(1)
|
|
(0.23) - 2.76%
|
|
2021
|
|
$
|
542
|
|
|
$
|
694
|
|
Current maturities of long-term debt
|
|
Various
|
|
2021
|
|
290
|
|
|
766
|
|
||
Current maturities of capitalized lease liabilities
|
|
0.62% - 17.68%
|
|
2021
|
|
444
|
|
|
482
|
|
||
Short-term debt and current maturities of long-term debt
|
|
|
|
|
|
$
|
1,276
|
|
|
$
|
1,942
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, net of current maturities
|
|
|
|
|
|
|
|
|
||||
AUD term loan
|
|
1.65% - 2.66%(2)
|
|
2022
|
|
489
|
|
|
567
|
|
||
GBP term loan
|
|
1.50 - 1.63%(3)
|
|
2022
|
|
556
|
|
|
583
|
|
||
EUR term loan
|
|
0.65%(4)
|
|
2022
|
|
822
|
|
|
—
|
|
||
EUR term loan
|
|
0.80%(5)
|
|
2023
|
|
821
|
|
|
—
|
|
||
USD term loan
|
|
2.85% - 3.67%(6)
|
|
2025
|
|
480
|
|
|
—
|
|
||
$500 million Senior notes
|
|
2.88%
|
|
2020
|
|
—
|
|
|
502
|
|
||
$500 million Senior notes
|
|
3.08% - 3.69%
|
|
2021
|
|
—
|
|
|
498
|
|
||
$274 million Senior notes
|
|
4.45%
|
|
2023
|
|
276
|
|
|
277
|
|
||
$171 million Senior notes
|
|
4.45%
|
|
2023
|
|
172
|
|
|
172
|
|
||
$500 million Senior notes
|
|
4.25%
|
|
2025
|
|
505
|
|
|
506
|
|
||
£250 million Senior notes
|
|
2.75%
|
|
2025
|
|
307
|
|
|
322
|
|
||
€650 million Senior notes
|
|
1.75%
|
|
2026
|
|
709
|
|
|
725
|
|
||
$500 million Senior notes
|
|
4.75%
|
|
2028
|
|
507
|
|
|
508
|
|
||
$234 million Senior notes
|
|
7.45%
|
|
2030
|
|
271
|
|
|
273
|
|
||
Revolving credit facility
|
|
2.06%
|
|
2024 - 2025
|
|
1,500
|
|
|
—
|
|
||
Lease credit facility
|
|
1.70% - 3.50%
|
|
2021 - 2023
|
|
11
|
|
|
25
|
|
||
Finance lease liabilities
|
|
0.62% - 17.68%
|
|
2021 - 2025
|
|
1,046
|
|
|
1,127
|
|
||
Borrowings for assets acquired under long-term financing
|
|
0.48% - 5.78%
|
|
2021 - 2028
|
|
802
|
|
|
462
|
|
||
Mandatorily redeemable preferred stock outstanding
|
|
6.00%
|
|
2023
|
|
62
|
|
|
62
|
|
||
Other borrowings(7)
|
|
Various
|
|
2021 - 2022
|
|
70
|
|
|
109
|
|
||
Long-term debt
|
|
|
|
|
|
9,406
|
|
|
6,718
|
|
||
Less: current maturities
|
|
|
|
|
|
734
|
|
|
1,248
|
|
||
Long-term debt, net of current maturities
|
|
|
|
|
|
$
|
8,672
|
|
|
$
|
5,470
|
|
(1)
|
At DXC's option, DXC can borrow up to a maximum of €1 billion or its equivalent in U.S. dollars.
|
(2)
|
Variable interest rate equal to the bank bill swap bid rate for a one-, two-, three- or six-month interest period plus 0.60% to 0.95% based on the published credit ratings of DXC.
|
Fiscal Year
|
|
(in millions)
|
||
2021
|
|
$
|
290
|
|
2022
|
|
2,199
|
|
|
2023
|
|
1,514
|
|
|
2024
|
|
182
|
|
|
2025
|
|
2,698
|
|
|
Thereafter
|
|
1,477
|
|
|
Total
|
|
$
|
8,360
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Projected benefit obligation at beginning of year
|
|
$
|
11,016
|
|
|
$
|
11,384
|
|
Service cost
|
|
92
|
|
|
88
|
|
||
Interest cost
|
|
237
|
|
|
253
|
|
||
Plan participants’ contributions
|
|
30
|
|
|
13
|
|
||
Amendments
|
|
—
|
|
|
27
|
|
||
Business/contract acquisitions/divestitures
|
|
12
|
|
|
—
|
|
||
Contractual termination benefits
|
|
10
|
|
|
3
|
|
||
Settlement/curtailment
|
|
(60
|
)
|
|
(49
|
)
|
||
Actuarial loss (gain)
|
|
(362
|
)
|
|
286
|
|
||
Benefits paid
|
|
(359
|
)
|
|
(344
|
)
|
||
Foreign currency exchange rate changes
|
|
(457
|
)
|
|
(818
|
)
|
||
Other
|
|
(9
|
)
|
|
173
|
|
||
Projected benefit obligation at end of year
|
|
$
|
10,150
|
|
|
$
|
11,016
|
|
|
|
Fiscal Years Ended
|
||||
|
|
March 31, 2020
|
|
March 31, 2019
|
||
Discount rate
|
|
2.4
|
%
|
|
2.4
|
%
|
Rates of increase in compensation levels
|
|
1.6
|
%
|
|
2.0
|
%
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
11,343
|
|
|
$
|
11,574
|
|
Actual return on plan assets
|
|
526
|
|
|
700
|
|
||
Employer contribution
|
|
108
|
|
|
78
|
|
||
Plan participants’ contributions
|
|
30
|
|
|
13
|
|
||
Benefits paid
|
|
(359
|
)
|
|
(344
|
)
|
||
Business/contract acquisitions/divestitures
|
|
7
|
|
|
—
|
|
||
Contractual termination benefits
|
|
15
|
|
|
17
|
|
||
Plan settlement
|
|
(63
|
)
|
|
(38
|
)
|
||
Foreign currency exchange rate changes
|
|
(507
|
)
|
|
(837
|
)
|
||
Other
|
|
(10
|
)
|
|
180
|
|
||
Fair value of plan assets at end of year
|
|
$
|
11,090
|
|
|
$
|
11,343
|
|
|
|
|
|
|
||||
Funded status at end of year
|
|
$
|
940
|
|
|
$
|
327
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Other assets
|
|
$
|
1,735
|
|
|
$
|
1,157
|
|
Accrued expenses and other current liabilities
|
|
(16
|
)
|
|
(20
|
)
|
||
Non-current pension obligations
|
|
(761
|
)
|
|
(790
|
)
|
||
Other long-term liabilities - OPEB
|
|
(18
|
)
|
|
(20
|
)
|
||
Net amount recorded
|
|
$
|
940
|
|
|
$
|
327
|
|
|
|
|
|
|
||||
Accumulated benefit obligation
|
|
$
|
10,072
|
|
|
$
|
10,893
|
|
|
|
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, 2020
|
|
March 31, 2019
|
|
March 31, 2020
|
|
March 31, 2019
|
||||||||
Projected benefit obligation
|
|
$
|
2,191
|
|
|
$
|
2,329
|
|
|
$
|
2,159
|
|
|
$
|
2,070
|
|
Accumulated benefit obligation
|
|
$
|
2,131
|
|
|
$
|
2,230
|
|
|
$
|
2,108
|
|
|
$
|
2,004
|
|
Fair value of plan assets
|
|
$
|
1,397
|
|
|
$
|
1,494
|
|
|
$
|
1,369
|
|
|
$
|
1,255
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Service cost
|
|
$
|
92
|
|
|
$
|
88
|
|
|
$
|
121
|
|
Interest cost
|
|
237
|
|
|
253
|
|
|
249
|
|
|||
Expected return on assets
|
|
(651
|
)
|
|
(570
|
)
|
|
(534
|
)
|
|||
Amortization of transition obligation
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Amortization of prior service costs
|
|
(9
|
)
|
|
(15
|
)
|
|
(18
|
)
|
|||
Contractual termination benefit
|
|
10
|
|
|
3
|
|
|
13
|
|
|||
Settlement/curtailment gain
|
|
7
|
|
|
(10
|
)
|
|
(42
|
)
|
|||
Recognition of actuarial (gain) loss
|
|
(252
|
)
|
|
153
|
|
|
(178
|
)
|
|||
Net periodic pension (income) expense
|
|
$
|
(566
|
)
|
|
$
|
(98
|
)
|
|
$
|
(388
|
)
|
|
|
Fiscal Years Ended
|
|||||||
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
|||
Discount or settlement rates
|
|
2.4
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
Expected long-term rates of return on assets
|
|
5.8
|
%
|
|
5.3
|
%
|
|
4.9
|
%
|
Rates of increase in compensation levels
|
|
2.0
|
%
|
|
2.1
|
%
|
|
2.7
|
%
|
|
|
Fiscal Years Ended
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Prior service cost
|
|
$
|
(247
|
)
|
|
$
|
(195
|
)
|
(in millions)
|
|
|
||
Employer contributions:
|
|
|
||
2021
|
|
$
|
74
|
|
|
|
|
||
Benefit Payments:
|
|
|
||
2021
|
|
$
|
393
|
|
2022
|
|
447
|
|
|
2023
|
|
392
|
|
|
2024
|
|
394
|
|
|
2025
|
|
404
|
|
|
2025 and thereafter
|
|
2,112
|
|
|
Total
|
|
$
|
4,142
|
|
|
|
|
As of March 31, 2020
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|||||||||
|
US Domestic Stocks
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
Global Stocks
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
|
Global/International Equity commingled funds
|
|
315
|
|
|
1,763
|
|
|
—
|
|
|
2,078
|
|
||||
|
Global equity mutual funds
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
|
U.S./North American Equity commingled funds
|
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
||||
Fixed Income:
|
|
|
|
|
|
|
|
|
|||||||||
|
Non-U.S. Government funds
|
|
136
|
|
|
—
|
|
|
—
|
|
|
136
|
|
||||
|
Fixed income commingled funds
|
|
55
|
|
|
71
|
|
|
—
|
|
|
126
|
|
||||
|
Fixed income mutual funds
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
|
Corporate bonds
|
|
1
|
|
|
4,807
|
|
|
—
|
|
|
4,808
|
|
||||
Alternatives:
|
|
|
|
|
|
|
|
|
|||||||||
|
Other Alternatives (1)
|
|
—
|
|
|
2,038
|
|
|
1,297
|
|
|
3,335
|
|
||||
|
Hedge Funds(2)
|
|
2
|
|
|
7
|
|
|
2
|
|
|
11
|
|
||||
Other Assets
|
|
87
|
|
|
229
|
|
|
59
|
|
|
375
|
|
|||||
Insurance contracts
|
|
—
|
|
|
136
|
|
|
—
|
|
|
136
|
|
|||||
Cash and cash equivalents
|
|
61
|
|
|
2
|
|
|
—
|
|
|
63
|
|
|||||
Totals
|
|
$
|
669
|
|
|
$
|
9,063
|
|
|
$
|
1,358
|
|
|
$
|
11,090
|
|
|
|
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
|
||||
Asset Category
|
|
March 31, 2020
|
|
March 31, 2019
|
||
Equity securities
|
|
19
|
%
|
|
26
|
%
|
Debt securities
|
|
46
|
%
|
|
45
|
%
|
Alternatives
|
|
31
|
%
|
|
25
|
%
|
Cash and other
|
|
4
|
%
|
|
4
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Fiscal Year
|
|
Number of shares repurchased
|
|
Average Price Per Share
|
|
Amount (In millions)
|
|||
2020
|
|
|
|
|
|
|
|||
Open market purchases
|
|
12,279,107
|
|
|
$43.67
|
|
$
|
536
|
|
ASR
|
|
3,654,544
|
|
|
$54.73
|
|
$
|
200
|
|
2020 Total
|
|
15,933,651
|
|
|
$46.21
|
|
$
|
736
|
|
2019
|
|
|
|
|
|
|
|
||
Open market purchases
|
|
19,342,586
|
|
|
$69.20
|
|
$
|
1,339
|
|
2019 Total
|
|
19,342,586
|
|
|
$69.20
|
|
$
|
1,339
|
|
2018
|
|
|
|
|
|
|
|
||
Open market purchases
|
|
1,537,782
|
|
|
$89.41
|
|
$
|
137
|
|
2018 Total
|
|
1,537,782
|
|
|
$89.41
|
|
$
|
137
|
|
|
|
Dividends Declared
|
||||||||||
(in millions, except per share amounts)
|
|
Per Common Share
|
|
Total
|
|
Unpaid at Fiscal Year End
|
||||||
Fiscal 2020
|
|
$
|
0.84
|
|
|
$
|
219
|
|
|
$
|
55
|
|
Fiscal 2019
|
|
$
|
0.76
|
|
|
$
|
209
|
|
|
$
|
53
|
|
Fiscal 2018
|
|
$
|
0.72
|
|
|
$
|
209
|
|
|
$
|
51
|
|
(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 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
|
)
|
Current-period other comprehensive loss
|
|
(334
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|
(10
|
)
|
|||||
Balance at March 31, 2020
|
|
$
|
(851
|
)
|
|
$
|
(20
|
)
|
|
$
|
9
|
|
|
$
|
259
|
|
|
$
|
(603
|
)
|
|
As of March 31, 2020
|
||||
|
Reserved for issuance
|
|
Available for future grants
|
||
DXC Employee Equity Plan
|
34,200,000
|
|
|
19,571,067
|
|
DXC Director Equity Plan
|
230,000
|
|
|
39,451
|
|
DXC Share Purchase Plan
|
250,000
|
|
|
206,610
|
|
Total
|
34,680,000
|
|
|
19,817,128
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Total share-based compensation cost
|
|
$
|
68
|
|
|
$
|
74
|
|
|
$
|
93
|
|
Related income tax benefit
|
|
$
|
12
|
|
|
$
|
15
|
|
|
$
|
21
|
|
Total intrinsic value of options exercised
|
|
$
|
8
|
|
|
$
|
44
|
|
|
$
|
136
|
|
Tax benefits from exercised stock options and awards
|
|
$
|
14
|
|
|
$
|
39
|
|
|
$
|
84
|
|
|
|
Number
of Option Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding as of March 31, 2017
|
|
4,767,396
|
|
|
$
|
38.70
|
|
|
8.01
|
|
$
|
145
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
HPE options converted to DXC options at Merger
|
|
2,654,970
|
|
|
$
|
46.56
|
|
|
|
|
|
||
CSC Options converted to RSUs due to 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
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
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
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Exercised
|
|
(331,172
|
)
|
|
$
|
31.36
|
|
|
|
|
$
|
8
|
|
Canceled/Forfeited
|
|
(2,213
|
)
|
|
$
|
55.95
|
|
|
|
|
|
|
|
Expired
|
|
(115,568
|
)
|
|
$
|
34.97
|
|
|
|
|
|
|
|
Outstanding as of March 31, 2020
|
|
1,869,815
|
|
|
$
|
29.92
|
|
|
4.27
|
|
$
|
—
|
|
Vested and expected to vest in the future as of March 31, 2020
|
|
1,869,815
|
|
|
$
|
29.92
|
|
|
4.27
|
|
$
|
—
|
|
Exercisable as of March 31, 2020
|
|
1,869,815
|
|
|
$
|
29.92
|
|
|
4.27
|
|
$
|
—
|
|
|
|
As of March 31, 2020
|
||||||||||||||
|
|
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
|
|
545,394
|
|
|
$
|
19.03
|
|
|
2.85
|
|
545,394
|
|
|
$
|
19.03
|
|
$25.14 - $41.92
|
|
833,679
|
|
|
$
|
28.08
|
|
|
4.62
|
|
833,679
|
|
|
$
|
28.08
|
|
$42.05 - $58.80
|
|
490,742
|
|
|
$
|
45.13
|
|
|
5.24
|
|
490,742
|
|
|
$
|
45.13
|
|
|
|
1,869,815
|
|
|
|
|
|
|
1,869,815
|
|
|
|
|
Number of
Shares |
|
Weighted
Average
Grant Date
Fair Value
|
|||
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 Merger
|
95,816
|
|
|
$
|
69.34
|
|
Options converted to RSUs due to Merger
|
609,416
|
|
|
$
|
32.58
|
|
Released/Issued
|
(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
|
|
Released/Issued
|
(2,207,467
|
)
|
|
$
|
33.05
|
|
Canceled/Forfeited
|
(754,025
|
)
|
|
$
|
62.01
|
|
Outstanding as of March 31, 2019
|
2,809,775
|
|
|
$
|
67.27
|
|
Granted
|
3,166,405
|
|
|
$
|
45.58
|
|
Released/Issued
|
(1,039,346
|
)
|
|
$
|
54.39
|
|
Canceled/Forfeited
|
(762,358
|
)
|
|
$
|
59.46
|
|
Outstanding as of March 31, 2020
|
4,174,476
|
|
|
$
|
55.45
|
|
|
Number of
Shares |
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding as of March 31, 2017
|
85,766
|
|
|
$
|
34.19
|
|
Granted
|
22,900
|
|
|
$
|
84.40
|
|
Released/Issued
|
(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
|
|
Released/Issued
|
(20,324
|
)
|
|
$
|
51.59
|
|
Canceled/Forfeited
|
—
|
|
|
$
|
—
|
|
Outstanding as of March 31, 2019
|
75,750
|
|
|
$
|
46.31
|
|
Granted
|
62,200
|
|
|
$
|
35.90
|
|
Released/Issued
|
(23,335
|
)
|
|
$
|
60.90
|
|
Canceled/Forfeited
|
—
|
|
|
$
|
—
|
|
Outstanding as of March 31, 2020
|
114,615
|
|
|
$
|
37.69
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Cash paid for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
371
|
|
|
$
|
308
|
|
|
$
|
288
|
|
Taxes on income, net of refunds (1)
|
|
$
|
247
|
|
|
$
|
197
|
|
|
$
|
376
|
|
|
|
|
|
|
|
|
||||||
Non-cash activities:
|
|
|
|
|
|
|
||||||
Operating:
|
|
|
|
|
|
|
||||||
ROU assets obtained in exchange for lease, net (2)
|
|
$
|
411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prepaid assets acquired under long-term financing
|
|
$
|
99
|
|
|
$
|
48
|
|
|
$
|
209
|
|
Investing:
|
|
|
|
|
|
|
||||||
Capital expenditures in accounts payable and accrued expenses
|
|
$
|
66
|
|
|
$
|
45
|
|
|
$
|
46
|
|
Capital expenditures through finance lease obligations
|
|
$
|
605
|
|
|
$
|
668
|
|
|
$
|
664
|
|
Assets acquired under long-term financing
|
|
$
|
376
|
|
|
$
|
200
|
|
|
$
|
238
|
|
(Decrease) increase in deferred purchase price receivable
|
|
$
|
(205
|
)
|
|
$
|
1,489
|
|
|
$
|
665
|
|
Contingent consideration
|
|
$
|
18
|
|
|
$
|
41
|
|
|
$
|
—
|
|
Financing:
|
|
|
|
|
|
|
||||||
Dividends declared but not yet paid
|
|
$
|
55
|
|
|
$
|
53
|
|
|
$
|
51
|
|
Stock issued for the acquisition of HPES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,850
|
|
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Non-service cost components of net periodic pension income
|
|
$
|
(658
|
)
|
|
$
|
(182
|
)
|
|
$
|
(509
|
)
|
Foreign currency (gain) loss
|
|
(25
|
)
|
|
31
|
|
|
(71
|
)
|
|||
Other gain
|
|
(37
|
)
|
|
(155
|
)
|
|
(13
|
)
|
|||
Totals
|
|
$
|
(720
|
)
|
|
$
|
(306
|
)
|
|
$
|
(593
|
)
|
•
|
Analytics and Engineering. Our portfolio of analytics services and extensive partner ecosystem help customers gain rapid insights, automate operations, and accelerate their digital transformation journeys. We provide software engineering and solutions that enable businesses to run and manage their mission-critical functions, transform their operations and develop new ways of doing business.
|
•
|
Applications. We use advanced technologies and methods to accelerate the creation, modernization, delivery and maintenance of high-quality, secure applications allowing customers to innovate faster while reducing risk, time to market, and total cost of ownership, across industries. Our vertical-specific IP includes solutions for insurance; banking and capital markets; and automotive, among others.
|
•
|
Cloud and Security. We help customers to rapidly modernize by adapting legacy apps to cloud, migrate the right workloads, and securely manage their multi-cloud environments. Our security solutions help predict attacks, proactively respond to threats, ensure compliance and protect data, applications and infrastructure.
|
•
|
IT Outsourcing. Our ITO services support infrastructure, applications, and workplace IT operations, including hardware, software, physical/virtual end-user devices, collaboration tools, and IT support services. We help customers securely optimize operations to ensure continuity of their systems and respond to new business and workplace demands, while achieving cost takeout, all with limited resources, expertise and budget.
|
(in millions)
|
|
GBS
|
|
GIS
|
|
Total Reportable Segments
|
|
All Other
|
|
Totals
|
||||||||||
Fiscal Year Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
9,111
|
|
|
$
|
10,466
|
|
|
$
|
19,577
|
|
|
$
|
—
|
|
|
$
|
19,577
|
|
Segment Profit
|
|
$
|
1,301
|
|
|
$
|
1,007
|
|
|
$
|
2,308
|
|
|
$
|
(247
|
)
|
|
$
|
2,061
|
|
Depreciation and amortization (1)
|
|
$
|
199
|
|
|
$
|
1,051
|
|
|
$
|
1,250
|
|
|
$
|
109
|
|
|
$
|
1,359
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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 Years Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
Profit
|
|
|
|
|
|
|
||||||
Total profit for reportable segments
|
|
$
|
2,308
|
|
|
$
|
3,556
|
|
|
$
|
3,168
|
|
All other gain (loss)
|
|
(247
|
)
|
|
(287
|
)
|
|
(179
|
)
|
|||
Interest income
|
|
165
|
|
|
128
|
|
|
89
|
|
|||
Interest expense
|
|
(383
|
)
|
|
(334
|
)
|
|
(320
|
)
|
|||
Restructuring costs
|
|
(252
|
)
|
|
(465
|
)
|
|
(789
|
)
|
|||
Transaction, separation, and integration-related costs
|
|
(318
|
)
|
|
(401
|
)
|
|
(359
|
)
|
|||
Amortization of acquired intangible assets
|
|
(583
|
)
|
|
(539
|
)
|
|
(526
|
)
|
|||
Goodwill impairment losses
|
|
(6,794
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on arbitration award
|
|
632
|
|
|
—
|
|
|
—
|
|
|||
Pension and OPEB actuarial and settlement gains (losses)
|
|
244
|
|
|
(143
|
)
|
|
220
|
|
|||
(Loss) income from continuing operations, before taxes
|
|
$
|
(5,228
|
)
|
|
$
|
1,515
|
|
|
$
|
1,304
|
|
|
|
As of
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||
United States
|
|
$
|
1,621
|
|
|
$
|
1,352
|
|
|
$
|
1,270
|
|
United Kingdom
|
|
493
|
|
|
512
|
|
|
535
|
|
|||
Australia
|
|
134
|
|
|
144
|
|
|
191
|
|
|||
Other Europe
|
|
757
|
|
|
553
|
|
|
465
|
|
|||
Other International
|
|
542
|
|
|
618
|
|
|
902
|
|
|||
Total Property and Equipment, net
|
|
$
|
3,547
|
|
|
$
|
3,179
|
|
|
$
|
3,363
|
|
|
|
Twelve Months Ended
|
||||||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2018 (1)
|
||||||
United States
|
|
$
|
7,225
|
|
|
$
|
7,677
|
|
|
$
|
8,015
|
|
United Kingdom
|
|
2,776
|
|
|
3,175
|
|
|
3,392
|
|
|||
Australia
|
|
1,487
|
|
|
1,582
|
|
|
1,694
|
|
|||
Other Europe
|
|
5,121
|
|
|
5,294
|
|
|
5,409
|
|
|||
Other International
|
|
2,968
|
|
|
3,025
|
|
|
3,223
|
|
|||
Total Revenues
|
|
$
|
19,577
|
|
|
$
|
20,753
|
|
|
$
|
21,733
|
|
(1)
|
Prior period amounts have not been recast under the modified retrospective transition method.
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Trade receivables, net
|
|
$
|
3,059
|
|
|
$
|
3,232
|
|
Contract assets
|
|
$
|
454
|
|
|
$
|
390
|
|
Contract liabilities
|
|
$
|
1,756
|
|
|
$
|
1,886
|
|
(in millions)
|
|
Twelve Months Ended March 31, 2020
|
|
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
|
|
1,886
|
|
|
2,053
|
|
||
Deferred revenue
|
|
2,910
|
|
|
2,681
|
|
||
Recognition of deferred revenue
|
|
(2,925
|
)
|
|
(2,664
|
)
|
||
Currency translation adjustment
|
|
(48
|
)
|
|
(167
|
)
|
||
Other
|
|
(67
|
)
|
|
(17
|
)
|
||
Balance, end of period
|
|
$
|
1,756
|
|
|
$
|
1,886
|
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Capitalized sales commission cost (1)
|
|
$
|
262
|
|
|
$
|
228
|
|
Transition and transformation contract costs, net (2)
|
|
$
|
874
|
|
|
$
|
966
|
|
(1)
|
Capitalized sales commission costs are included within other assets in the accompanying balance sheets. Amortization expense of $72 million and $62 million for the twelve months ended March 31, 2020 and March 31, 2019, respectively, related to the capitalized sales commission assets are 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. Amortization expense of $280 million and $258 million for the twelve months ended March 31, 2020 and March 31, 2019, respectively, are included within depreciation and amortization in the accompanying statements of operations.
|
|
|
As of
|
||||||
(in millions)
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Accrued expenses and other current liabilities
|
|
$
|
145
|
|
|
$
|
273
|
|
Other long-term liabilities
|
|
35
|
|
|
106
|
|
||
Total
|
|
$
|
180
|
|
|
$
|
379
|
|
|
|
Restructuring Liability as of March 31, 2019
|
|
Adoption of ASC 842(1)
|
|
Costs Expensed,
Net of Reversals(2) |
|
Costs Not Affecting Restructuring Liability(3)
|
|
Cash Paid
|
|
Other(4)
|
|
Restructuring Liability as of March 31, 2020
|
||||||||||||||
Fiscal 2020 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
271
|
|
|
$
|
(11
|
)
|
|
$
|
(177
|
)
|
|
$
|
(9
|
)
|
|
$
|
74
|
|
Facilities Costs
|
|
—
|
|
|
—
|
|
|
21
|
|
|
(3
|
)
|
|
(16
|
)
|
|
—
|
|
|
2
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
292
|
|
|
$
|
(14
|
)
|
|
$
|
(193
|
)
|
|
$
|
(9
|
)
|
|
$
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2019 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
(83
|
)
|
|
$
|
(5
|
)
|
|
$
|
25
|
|
Facilities Costs
|
|
68
|
|
|
(53
|
)
|
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
5
|
|
|||||||
Total
|
|
$
|
206
|
|
|
$
|
(53
|
)
|
|
$
|
(25
|
)
|
|
$
|
(1
|
)
|
|
$
|
(90
|
)
|
|
$
|
(7
|
)
|
|
$
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2018 Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
20
|
|
Facilities Costs
|
|
35
|
|
|
(36
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
4
|
|
|
—
|
|
|||||||
Total
|
|
$
|
94
|
|
|
$
|
(36
|
)
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
4
|
|
|
$
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Prior Year Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
Facilities Costs
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
10
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Workforce Reductions
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
3
|
|
|
$
|
39
|
|
Facilities Costs
|
|
18
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
11
|
|
|||||||
Total
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
1
|
|
|
$
|
50
|
|
|
|
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
|
|
Fiscal year
|
|
Minimum Purchase Commitment (1)
|
||
(in millions)
|
|
|||
2021
|
|
$
|
1,911
|
|
2022
|
|
645
|
|
|
2023
|
|
535
|
|
|
2024
|
|
261
|
|
|
2025
|
|
25
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
3,377
|
|
(in millions)
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023 and Thereafter
|
|
Totals
|
||||||||
Surety bonds
|
|
$
|
374
|
|
|
$
|
83
|
|
|
$
|
85
|
|
|
$
|
542
|
|
Letters of credit
|
|
102
|
|
|
96
|
|
|
397
|
|
|
595
|
|
||||
Stand-by letters of credit
|
|
75
|
|
|
78
|
|
|
25
|
|
|
178
|
|
||||
Totals
|
|
$
|
551
|
|
|
$
|
257
|
|
|
$
|
507
|
|
|
$
|
1,315
|
|
|
|
Fiscal 2020
|
||||||||||||||
(in millions, except per-share amounts)
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Revenues
|
|
$
|
4,890
|
|
|
$
|
4,851
|
|
|
$
|
5,021
|
|
|
$
|
4,815
|
|
Costs of services (excludes depreciation and amortization and restructuring costs)
|
|
3,622
|
|
|
3,679
|
|
|
3,827
|
|
|
3,773
|
|
||||
Gross profit
|
|
$
|
1,268
|
|
|
$
|
1,172
|
|
|
$
|
1,194
|
|
|
$
|
1,042
|
|
Restructuring costs
|
|
$
|
142
|
|
|
$
|
32
|
|
|
$
|
74
|
|
|
$
|
4
|
|
Income (loss) from continuing operations before taxes
|
|
$
|
206
|
|
|
$
|
(1,999
|
)
|
|
$
|
127
|
|
|
$
|
(3,562
|
)
|
Income (loss) from continuing operations, net of taxes
|
|
$
|
168
|
|
|
$
|
(2,115
|
)
|
|
$
|
90
|
|
|
$
|
(3,501
|
)
|
Net income (loss) attributable to DXC common shareholders
|
|
$
|
163
|
|
|
$
|
(2,119
|
)
|
|
$
|
82
|
|
|
$
|
(3,495
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share(1)
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.61
|
|
|
$
|
(8.19
|
)
|
|
$
|
0.32
|
|
|
$
|
(13.79
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.61
|
|
|
$
|
(8.19
|
)
|
|
$
|
0.32
|
|
|
$
|
(13.79
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividend per common share
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
|
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
|
|
(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.
|
•
|
Management did not reassess in a timely manner the control activities related to goodwill impairment upon adoption of ASU 2017-04 which resulted in an immaterial out of period adjustment between quarters within fiscal 2020 related to the tax effect of the impairment recognized.
|
•
|
Management did not reassess the control and procedures related to the balance sheet classification of deferred revenue following a large and complex acquisition which resulted in an immaterial out of period adjustment to the balance sheets in the quarter ended December 31, 2019.
|
•
|
Appointment of a new advisor reporting directly to our Chief Financial Officer with the appropriate level of knowledge and experience to help develop and execute the remediation plan.
|
•
|
Enhance periodic reviews by management and review existing documentation to determine if policies, procedures, and related control activities have continued relevance or need updating due to changes within the organization with a specific focus on the areas identified by the root cause analysis.
|
•
|
Align the SOX compliance function under the newly appointed Chief Risk Officer.
|
•
|
Establish periodic reporting of the remediation plan progress to the Audit Committee.
|
•
|
Expand SOX training and implementation of succession planning for SOX control owners.
|
•
|
Management did not reassess in a timely manner the control activities related to goodwill impairment upon adoption of ASU 2017-04 which resulted in an immaterial out of period adjustment between quarters within fiscal 2020 related to the tax effect of the impairment recognized.
|
•
|
Management did not reassess the control and procedures related to the balance sheet classification of deferred revenue following a large and complex acquisition which resulted in an immaterial out of period adjustment to the balance sheets in the quarter ended December 31, 2019.
|
|
|
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
|
|
6,158,906
|
|
|
9.08
|
|
|
19,610,518
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
6,158,906
|
|
|
9.08
|
|
|
19,610,518
|
|
Exhibit
Number |
Description of Exhibit
|
1.1
|
|
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
|
|
2.23
|
|
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
|
|
4.22
|
|
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*
|
|
10.43*
|
|
10.44*
|
|
10.45*
|
|
10.46*
|
|
10.47*
|
|
10.48*
|
|
10.49*
|
|
10.50*
|
|
10.51*
|
|
10.52*
|
|
10.53*
|
|
10.54*
|
|
10.55*
|
|
10.56*
|
|
10.57*
|
|
|
|
DXC TECHNOLOGY COMPANY
|
|
|
|
|
Dated:
|
June 1, 2020
|
By:
|
/s/ Paul N. Saleh
|
|
|
Name:
|
Paul N. Saleh
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael J. Salvino
|
|
President and Chief Executive Officer
|
|
June 1, 2020
|
Michael J. Salvino
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Paul N. Saleh
|
|
Executive Vice President and Chief Financial Officer
|
|
June 1, 2020
|
Paul N. Saleh
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Neil A. Manna
|
|
Senior Vice President and Corporate Controller
|
|
June 1, 2020
|
Neil A. Manna
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Ian C. Read
|
|
Chairman
|
|
June 1, 2020
|
Ian C. Read
|
|
|
|
|
|
|
|
|
|
/s/ Mukesh Aghi
|
|
Director
|
|
June 1, 2020
|
Mukesh Aghi
|
|
|
|
|
|
|
|
|
|
/s/ Amy E. Alving
|
|
Director
|
|
June 1, 2020
|
Amy E. Alving
|
|
|
|
|
|
|
|
|
|
/s/ David L. Herzog
|
|
Director
|
|
June 1, 2020
|
David L. Herzog
|
|
|
|
|
|
|
|
|
|
/s/ Mary Louise Krakauer
|
|
Director
|
|
June 1, 2020
|
Mary Louise Krakauer
|
|
|
|
|
|
|
|
|
|
/s/ Sachin Lawande
|
|
Director
|
|
June 1, 2020
|
Sachin Lawande
|
|
|
|
|
|
|
|
|
|
/s/ Julio A. Portalatin
|
|
Director
|
|
June 1, 2020
|
Julio A. Portalatin
|
|
|
|
|
|
|
|
|
|
/s/ Peter Rutland
|
|
Director
|
|
June 1, 2020
|
Peter Rutland
|
|
|
|
|
|
|
|
|
|
/s/ Manoj P. Singh
|
|
Director
|
|
June 1, 2020
|
Manoj P. Singh
|
|
|
|
|
|
|
|
|
|
/s/ Robert F. Woods
|
|
Director
|
|
June 1, 2020
|
Robert F. Woods
|
|
|
|
|
|
Daily Margin for Tranche A1 Advances that are Eurocurrency Rate Advances
|
Daily Margin for Tranche A1 Advances that are Base Rate Advances
|
On or prior to the date that is two years following the Funding Date,
Daily Margin for Tranche A2 Advances
|
After the date that is two years following the Funding Date, Daily Margin for Tranche A2 Advances
|
On or prior to the date that is three years following the Funding Date,
Daily Margin for Tranche A3 Advances
|
After the date that is three years following the Funding Date, Daily Margin for Tranche A3 Advances
|
Level 1
|
1.000%
|
0.00%
|
0.400%
|
1.000%
|
0.550%
|
1.500%
|
Level 2
|
1.125%
|
0.125%
|
0.525%
|
1.125%
|
0.675%
|
1.625%
|
Level 3
|
1.250%
|
0.250%
|
0.650%
|
1.250%
|
0.800%
|
1.750%
|
Level 4
|
1.375%
|
0.375%
|
0.775%
|
1.375%
|
0.925%
|
1.875%
|
Level 5
|
1.500%
|
0.500%
|
0.900%
|
1.500%
|
1.050%
|
2.000%
|
(A)
|
|
|
Amendment Deed No. 3
DXC Technology Australia Pty Limited
ACN 008 476 944
DXC Technology Company
Mizuho Bank, Ltd., New York Branch
and
Others
|
||
|
|
|
18 May 2020
|
INTERPRETATION 3
|
Definitions 3
|
Terms defined in the Facility Agreement 3
|
Rules for interpreting this document 3
|
CONSIDERATION 3
|
AMENDMENT OF FACILITY AGREEMENT 4
|
Amendment to Facility Agreement 4
|
Effect of amendment 4
|
Effective Date 4
|
ACKNOWLEDGEMENTS AND CONSENTS 4
|
EXISTING LOANS 5
|
NOTICES 5
|
GENERAL 5
|
Governing law 5
|
Giving effect to this document 5
|
Amendment 5
|
Counterparts 5
|
(1)
|
DXC Technology Australia Pty Limited ACN 008 476 944 (the Company);
|
(2)
|
DXC Technology Company (the Original Guarantor); and
|
(3)
|
Mizuho Bank, Ltd., New York Branch (the Agent).
|
2.
|
INTERPRETATION
|
2.1
|
Definitions
|
2.2
|
Terms defined in the Facility Agreement
|
2.3
|
Rules for interpreting this document
|
2.4
|
Capacity of Agent
|
3.
|
CONSIDERATION
|
4.
|
AMENDMENT OF FACILITY AGREEMENT
|
4.1
|
Amendment to Facility Agreement
|
(a)
|
The Facility Agreement is amended with effect on and from the Effective Date by making the following changes:
|
(i)
|
Adding the following definition to clause 1.1 (Definitions) in alphabetical order:
|
(ii)
|
Deleting clause 22.2 (Consolidated Total Debt to Consolidated EBITDA Ratio) in its entirety and replacing it with the following text:
|
(b)
|
Paragraph (a) does not affect any right or obligation of any party that arises before the Effective Date.
|
4.2
|
Effect of amendment
|
(a)
|
Except as expressly amended by this document, no changes to the Facility Agreement are to be inferred or implied, and in all other respects the Facility Agreement is confirmed and remains in full force and effect.
|
(b)
|
With effect on and from the Effective Date, references in the Finance Documents to the Facility Agreement will be read and construed as references to the Facility Agreement as amended by this document.
|
4.3
|
Effective Date
|
(a)
|
The Agent shall have received this document executed by the Company and the Original Guarantor and instructions from the Majority Lenders to execute it; and
|
(b)
|
The Agent shall have received, for the ratable account of each Lender that has executed and delivered a counterpart hereof to the Agent, a consent fee in an amount equal to 0.075% of the aggregate Loans of such Lender.
|
5.
|
ACKNOWLEDGEMENTS AND CONSENTS
|
(a)
|
Each party:
|
(i)
|
consents to the amendments contemplated by this document;
|
(ii)
|
agrees and acknowledges that this document is a "Finance Document" for the purposes of the Facility Agreement; and
|
(iii)
|
confirms the Facility Agreement (as amended by this document) and each other Finance Document to which it is a party, and agrees that each such document will continue in full force and effect.
|
(b)
|
The Company and the Original Guarantor each confirm that any guarantee and security given or to be given by it in connection with the Facility Agreement secures all present and future obligations of each Borrower under the Amended Facility Agreement and in accordance with the terms of that guarantee or security.
|
(c)
|
Unless expressly stated otherwise, nothing in this document:
|
(i)
|
prejudices or adversely affects any right, power or remedy arising under; or
|
(ii)
|
discharges, releases or otherwise affects any liability or obligation arising under,
|
6.
|
EXISTING LOANS
|
7.
|
NOTICES
|
8.
|
GENERAL
|
8.1
|
Governing law
|
8.2
|
Giving effect to this document
|
8.3
|
Amendment
|
8.4
|
Counterparts
|
EXECUTED by DXC TECHNOLOGY AUSTRALIA PTY LIMITED ACN 008 476 944:
|
|
|
/s/ NAGASEELAN NAGANAYAGAM
|
|
/s/ EMMA JOHNSTON
|
Signature of director
|
|
Signature of director/secretary
|
NAGASEELAN NAGANAYAGAM
|
|
EMMA JOHNSTON
|
Name
|
|
Name
|
SIGNED, SEALED AND DELIVERED by DXC TECHNOLOGY COMPANY in the presence of:
|
|
|
/s/ Madelin Pellot
|
|
/s/ Ceyhun Cetin
|
Signature of witness
|
|
Signature of authorised signatory
|
Madelin Pellot
|
|
Ceyhun Cetin
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by MIZUHO BANK, LTD., NEW YORK BRANCH as Agent and for each other Finance Party in the presence of:
|
|
|
/s/ Seth Mair
|
|
/s/ Tracy Rahn
|
Signature of witness
|
|
Signature of authorised signatory
|
Seth Mair
|
|
Tracy Rahn
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by Bank of America N.A., Australian Branch in the presence of:
|
|
|
/s/ DAVID COUTTS
|
|
/s/ Jonathan Boyd
|
Signature of witness
|
|
Signature of authorised signatory
|
DAVID COUTTS
|
|
Jonathan Boyd Director Corporate Banking
|
Name of witness
|
|
Name of authorised signatory
|
Signed for and on behalf of Commonwealth Bank of Australia by Michael Carroll its attorney under power of attorney dated 24 June 2013 who declares that he is an Associate Director of Commonwealth Bank of Australia in the presence of:
|
|
|
/s/ Luke Statos
|
|
/s/ Michael Carroll
|
Signature of witness
|
|
Signature of authorised signatory
|
Luke Statos
|
|
Michael Carroll
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by The Chiba Bank, Ltd. (Incorporated in Japan with limited liability) Hong Kong Branch in the presence of:
|
|
|
/s/ Masaki MORI
|
|
/s/ Naoki KAMATA
|
Signature of witness
|
|
Signature of authorised signatory
|
Masaki MORI
|
|
Naoki KAMATA
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by Citibank N.A., Sydney Branch in the presence of:
|
|
|
/s/ MATTHEW SANDHAM
|
|
/s/ RODERICK HILL
|
Signature of witness
|
|
Signature of authorised signatory
|
MATTHEW SANDHAM DIRECTOR
|
|
RODERICK HILL MANAGING DIRECTOR
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by MIZUHO BANK, LTD., SYDNEY BRANCH in the presence of:
|
|
|
/s/ Amber Liu
|
|
/s/ Robert A Hutchfield
|
Signature of witness
|
|
Signature of authorised signatory
|
Amber Liu
|
|
Robert A Hutchfield
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by MUFG BANK, LTD. in the presence of:
|
|
|
/s/ MONTY YIU
|
|
/s/ IAN LEE
|
Signature of witness
|
|
Signature of authorised signatory
|
MONTY YIU
|
|
IAN LEE
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by JPMorgan Chase Bank, N.A. in the presence of:
|
|
|
/s/
|
|
/s/
|
Signature of witness
|
|
Signature of authorised signatory
|
|
|
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by National Australia Bank in the presence of:
|
|
|
|
|
/s/ John Allan-Smith
|
Signature of witness
|
|
Signature of authorised signatory
|
|
|
John Allan-Smith
|
Name of witness
|
|
Name of authorised signatory
|
SIGNED, SEALED AND DELIVERED by ROYAL BANK OF CANADA in the presence of:
|
|
|
|
|
/s/ Theodore Brown
|
Signature of witness
|
|
Signature of authorised signatory
|
|
|
Theodore Brown
|
Name of witness
|
|
Name of authorised signatory
|
(i)
|
DXC RECEIVABLES LLC (F/K/A CSC RECEIVABLES LLC), a Delaware limited liability company, as Seller (the “Seller”);
|
(ii)
|
DXC TECHNOLOGY COMPANY, a Nevada corporation, as Servicer (the “Servicer”);
|
(iii)
|
PNC BANK, NATIONAL ASSOCIATION, as a Committed Purchaser, as Group Agent for its Purchaser Group and as Administrative Agent (in such capacity, the “Administrative Agent”);
|
(iv)
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Committed Purchaser and as Group Agent for its Purchaser Group;
|
(v)
|
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as a Committed Purchaser and as Group Agent for its Purchaser Group;
|
(vi)
|
FIFTH THIRD BANK, NATIONAL ASSOCIATION (F/K/A FIFTH THIRD BANK), as a Committed Purchaser and as Group Agent for its Purchaser Group;
|
(vii)
|
MIZUHO BANK, LTD., as a Committed Purchaser and as Group Agent for its Purchaser Group; and
|
(viii)
|
THE TORONTO DOMINION BANK, as a Committed Purchaser and as Group Agent for its Purchaser Group.
|
|
2
|
|
|
3
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent By: /s/ Christopher Blaney Name: Christopher Blaney Title: Senior Vice President |
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Committed Purchaser By: /s/ Christopher Blaney Name: Christopher Blaney Title: Senior Vice President |
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as Group Agent for its Purchaser Group By: /s/ Christopher Blaney Name: Christopher Blaney Title: Senior Vice President |
|
WELLS FARGO, NATIONAL ASSOCIATION,
as a Committed Purchaser By: /s/ Eero Maki Name: Eero Maki Title: Managing Director |
|
|
|
|
|
WELLS FARGO, NATIONAL ASSOCIATION,
as Group Agent for its Purchaser Group By: /s/ Eero Maki Name: Eero Maki Title: Managing Director |
|
MUFG BANK, LTD.,
as a Committed Purchaser By:/s/ Yohsuke Takahashi Name: Yohsuke Takahashi Title: Managing Director |
|
|
|
MUFG BANK, LTD.,
as Group Agent for its Purchaser Group By:/s/ Yohsuke Takahashi Name: Yohsuke Takahashi Title: Managing Director |
|
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as a Committed Purchaser By: /s/ Patrick Berning Name: Patrick Berning Title: Vice President |
|
|
|
|
|
FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as Group Agent for its Purchaser Group By: /s/ Patrick Berning Name: Patrick Berning Title: Vice President |
|
MIZUHO BANK, LTD.,
as a Committed Purchaser By: /s/ Richard A. Burke Name: Richard A. Burke Title: Managing Director |
|
|
|
|
|
MIZUHO BANK, LTD.,
as Group Agent for its Purchaser Group By: /s/ Richard A. Burke Name: Richard A. Burke Title: Managing Director |
|
THE TORONTO DOMINION BANK,
as a Committed Purchaser By: /s/ Bradley Purkis Name: Bradley Purkis Title: Managing Director |
|
|
|
|
|
THE TORONTO DOMINION BANK,
as Group Agent for its Purchaser Group By: /s/ Bradley Purkis Name: Bradley Purkis Title: Managing Director |
|
|
With respect to Section 2:
DXC TECHNOLOGY SERVICES LLC,
as Originator By: /s/ H.C. Charles Diao Name: H.C. Charles Diao Title: President and Treasurer |
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4
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Entity Name
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Jurisdiction of Organization
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iSOFT Health (South Africa) (Pty) Limited
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South Africa
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"Ent Services Bel" Limited Liability Company
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Belarus
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ACN 060 674 580 Pty Ltd.
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Australia
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Adeus Aktienregister-Service GmbH
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Germany
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Agile Coworking LLC
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Ukraine
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Alliance-One Holdings, LLC
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Delaware
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Alliance-One Investments, LLC
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Delaware
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Alliance-One Services, Inc.
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Delaware
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AppLabs Inc.
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Delaware
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AppLabs Limited
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United Kingdom
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AppLabs Technologies (UK) PVT Ltd
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United Kingdom
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AppLabs Technologies Private Limited US Branch
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Philadelphia
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Argo Design Europe B.V.
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Netherlands
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Argo Design LLC
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Texas
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Aspediens Holding SA
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Switzerland
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Australian College of Project Management Pty Ltd
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Australia
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Bad Homburger Inkasso GmbH
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Germany
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Beijing Bokai Technology Co., Ltd.
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China
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Beijing Bokai Technology Co., Ltd. Chongqing Branch
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China
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Beijing Bokai Technology Co., Ltd. Dalian Branch
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China
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Beijing Bokai Technology Co., Ltd. Guangzhou Branch
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China
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Beijing Bokai Technology Co., Ltd. Shanghai Branch
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China
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Beijing CSA Computer Sciences Technology Company Limited
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China
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Bluleader Pty Ltd
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Australia
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Bokai Enterprise Services (Wuhan) Co., Ltd.
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China
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BT Objects Limited
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United Kingdom
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BT Operaciones de México, S. de R.L. de C.V.
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Mexico
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BTO Group LLC
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Russia
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BusinessNow Copenhagen ApS
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Denmark
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BusinessNow International ApS
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Denmark
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BusinessNow P/S
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Denmark
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BusinessNow Sweden AB
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Sweden
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CeleritiFinTech Australia Pty Limited
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Australia
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CeleritiFinTech Italy S.r.l.
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Italy
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CeleritiFinTech Limited
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United Kingdom
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CeleritiFinTech Services Australia Pty Limited
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Australia
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CeleritiFinTech Services Germany GmbH
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Germany
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CeleritiFinTech Services India Private Limited
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India
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CeleritiFinTech Services Italy S.r.l.
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Italy
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CeleritiFinTech Services Limited
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United Kingdom
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CeleritiFinTech Services UK Limited
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United Kingdom
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CeleritiFinTech Services USA, Inc.
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Delaware
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CeleritiFinTech Services Vietnam Company, Limited
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Vietnam
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CeleritiFinTech USA, Inc.
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Delaware
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Century Credit Corporation
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Nevada
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Entity Name
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Jurisdiction of Organization
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Century LLC
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Nevada
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Century Subsidiary Corporation
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Nevada
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China Rapid Finance Limited
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Cayman Islands
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Cleartech Brasil Ltda
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Brazil
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Computer Sciences Canada Inc.
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Canada
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Computer Sciences Corporation
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Nevada
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Computer Sciences Corporation (NZ) Holdings Limited
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New Zealand
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Computer Sciences Corporation India Private Limited
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India
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Computer Sciences Corporation Services (Proprietary) Limited
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South Africa
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Concerto Cloud Services, LLC
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Delaware
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Continental Grand, Limited Partnership
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Nevada
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Continuum SOCS SAS
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France
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Covansys Netherlands B.V.
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Netherlands
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Covansys S.L.
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Spain
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CSA (PRC) Company Limited
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Hong Kong
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CSC (New Zealand & Pacific Islands) Limited
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New Zealand
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CSC Agility Platform Australia Pty Limited
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Australia
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CSC Agility Platform, Inc.
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Delaware
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CSC Arabia Ltd.
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Saudi Arabia
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CSC Asset Funding I LLC
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Delaware
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CSC Brazil Holdings LLC
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Delaware
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CSC Computer Sciences (Middle East) Limited
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United Kingdom
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CSC Computer Sciences (Middle East) Limited - Saudi Arabia Branch
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Saudi Arabia
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CSC Computer Sciences Argentina S.R.L.
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Argentina
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CSC Computer Sciences Bahrain Co. W.L.L
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Bahrain
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CSC Computer Sciences Brasil S/A
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Brazil
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CSC Computer Sciences Capital S.a.r.l.
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Luxembourg
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CSC Computer Sciences Capital US Branch, LLC
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Nevada
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CSC Computer Sciences Chile Inversiones Ltda.
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Chile
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CSC Computer Sciences Colombia SAS
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Colombia
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CSC Computer Sciences Corporation Chile S.A.
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Chile
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CSC Computer Sciences EMEA Finance Limited
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United Kingdom
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CSC Computer Sciences Finance Luxembourg S.a.r.l.
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Luxembourg
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CSC Computer Sciences Financing LLP
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United Kingdom
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CSC Computer Sciences Holdings S.a.r.l.
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Luxembourg
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CSC Computer Sciences Iberica, S.L.
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Spain
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CSC Computer Sciences International Holdings Limited
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United Kingdom
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CSC Computer Sciences International Inc.
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Nevada
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CSC Computer Sciences International Limited
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United Kingdom
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CSC Computer Sciences International Operations Limited
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United Kingdom
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CSC Computer Sciences International Services Limited
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United Kingdom
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CSC Computer Sciences Ireland Limited
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Ireland
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CSC Computer Sciences Ireland No. 2 Designated Activity Company
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Ireland
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CSC Computer Sciences Limited
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United Kingdom
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CSC Computer Sciences Middle East LLC
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Qatar
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Entity Name
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Jurisdiction of Organization
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CSC Computer Sciences Peru S.R.L.
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Peru
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CSC Computer Sciences Polska Sp. zO.O
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Poland
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CSC Computer Sciences Romania SRL
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Romania
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CSC Computer Sciences S.A.
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Luxembourg
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CSC Computer Sciences s.r.o.
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Czech Republic
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CSC Computer Sciences UK Holdings Limited
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United Kingdom
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CSC Computer Sciences US Holdings One LLC
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Delaware
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CSC Computer Sciences US Holdings Two LLC
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Delaware
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CSC Computer Sciences, S. de R.L. de C.V.
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Mexico
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CSC Consulting, Inc.
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Massachusetts
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CSC Covansys Corporation
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Michigan
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CSC Cybertek Corporation
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Texas
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CSC Enterprises L.P.
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Delaware
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CSC Finance Company LLC
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Delaware
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CSC Financial Services (Proprietary) Limited
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South Africa
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CSC Holdings (SA) (Pty) Limited
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South Africa
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CSC Hungary Information Technology Services Kft
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Hungary
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CSC Information Technology (Tianjin) Co. Ltd.
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China
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CSC Infotech India LLP
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India
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CSC International Systems Management Inc.
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Nevada
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CSC Japan, Ltd.
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Delaware
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CSC LATAM Company LLC
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Nevada
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CSC Life Sciences Limited
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United Kingdom
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CSC Logic Inc.
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Texas
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CSC New Zealand Limited
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New Zealand
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CSC Puerto Rico, LLC
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Puerto Rico
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CSC Services Management Ireland Limited
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Ireland
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CSC Servicios, S de R.L. de C.V.
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Mexico
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CSC Software Technology (Shanghai) Company Ltd.
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China
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CSC Technology (Beijing) Co., Ltd.
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China
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CSC UKD 4 Limited
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United Kingdom
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CSC UKD 4 Limited - Jamaica Branch
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Jamaica
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CSCA Capital Finance Pty Limited
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Australia
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CXD Infrastructure Solutions Inc.
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Nevada
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CXD Infrastructure Solutions U.K. Ltd.
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United Kingdom
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Data Integration Limited
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United Kingdom
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Datasure Holdings Limited
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United Kingdom
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Dawriver Pty Limited
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Australia
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DerivIT Solutions Private Limited
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India
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DXC Capital Funding Limited
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Ireland
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DXC Connect Pty Ltd
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Australia
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DXC Consulting Pty Ltd
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Australia
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DXC Eclipse (New Zealand) Limited
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New Zealand
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DXC Eclipse Pty Ltd
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Australia
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DXC Eclipse Pty Ltd - Fiji Branch
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Fiji
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Entity Name
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Jurisdiction of Organization
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DXC Field Delivery Holding B.V.
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Netherlands
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DXC Gatriam Holding B.V.
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Netherlands
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DXC Hague B.V.
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Netherlands
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DXC Hague II B.V.
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Netherlands
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DXC Lux 5 S.a.r.l.
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Luxembourg
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DXC Lux 6 S.a.r.l.
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Luxembourg
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DXC Luxembourg International S.a.r.l.
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Luxembourg
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DXC MS LLC
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California
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DXC Professional Solutions Pty Ltd
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Australia
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DXC Receivables LLC
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Delaware
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DXC SAE Pty Limited
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Australia
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DXC Technology (Middle East) FZ LLC - Abu Dhabi Branch
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UAE
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DXC Technology (Philippines), Inc.
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Philippines
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DXC Technology (South Africa) (Pty) Limited
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South Africa
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DXC Technology (Thailand) Co., Ltd.
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Thailand
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DXC Technology Airline Solutions Denmark A/S
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Denmark
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DXC Technology Australia Holdings Pty Limited
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Australia
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DXC Technology Australia Pty. Limited
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Australia
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DXC Technology Austria GmbH
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Austria
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DXC Technology B.V.
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Netherlands
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DXC Technology Baltic UAB
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Lithuania
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DXC Technology Belgium VOF/SNC
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Belgium
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DXC Technology Bulgaria E.O.O.D.
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Bulgaria
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DXC Technology Company
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Nevada
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DXC Technology Czech Republic s.r.o.
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Czech Republic
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DXC Technology Danmark A/S
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Denmark
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DXC Technology Delivery Centre Tunisie
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Tunisia
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DXC Technology Deutschland Consulting GmbH
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Germany
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DXC Technology Deutschland GmbH
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Germany
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DXC Technology Egypt SAE
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Egypt
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DXC Technology Enterprise Services (AP) Limited
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Hong Kong
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DXC Technology Enterprise Services (Hong Kong) Limited
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Hong Kong
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DXC Technology Financial Services Holding SAS
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France
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DXC Technology Financial Services SAS
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France
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DXC Technology Finland Oy
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Finland
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DXC Technology France Holding SAS
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France
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DXC Technology France SAS
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France
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DXC Technology Global Services Centre Sdn. Bhd.
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Malaysia
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DXC Technology Hong Kong Limited
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Hong Kong
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DXC Technology Hungary Ltd
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Hungary
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DXC Technology India Private Limited
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India
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DXC Technology Information Services Slovakia s.r.o
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Slovakia
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DXC Technology Italy S.r.l.
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Italy
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DXC Technology Japan LLC
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Japan
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DXC Technology Japan Ltd.
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Japan
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Entity Name
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Jurisdiction of Organization
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DXC Technology Korea YH
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Korea
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DXC Technology Luxembourg SA
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Luxembourg
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DXC Technology Malaysia Sdn. Bhd
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Malaysia
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DXC Technology Middle East FZ-LLC
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UAE
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DXC Technology New Asia Holdings Pte. Ltd.
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Singapore
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DXC Technology Norge AS
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Norway
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DXC Technology NZ Limited
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New Zealand
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DXC Technology Oy
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Finland
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DXC Technology Polska Sp. z o.o.
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Poland
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DXC Technology Portugal, Lda
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Portugal
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DXC Technology SARL
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Morocco
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DXC Technology Scandihealth A/S
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Denmark
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DXC Technology Sdn. Bhd
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Brunei
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DXC Technology Services LLC
|
Delaware
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DXC Technology Services Puerto Rico LLC
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Puerto Rico
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DXC Technology Services Singapore Pte. Ltd.
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Singapore
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DXC Technology Services Vietnam Company Limited
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Vietnam
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DXC Technology Servicios Espana S.L.
|
Spain
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DXC Technology Singapore Pte. Ltd.
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Singapore
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DXC Technology Slovakia s.r.o.
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Slovakia
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DXC Technology Spain, S.A.
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Spain
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DXC Technology Sverige AB
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Sweden
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DXC Technology Switzerland GmbH
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Switzerland
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DXC Technology Taiwan Limited
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Taiwan
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DXC Technology Tunisie SARL
|
Tunisia
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DXC Turkey Teknoloji Hismetleri Limited Sirketi
|
Turkey
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DXC United Pty Limited
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Australia
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E IT Services Co. Kazakhstan
|
Kazakhstan
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E.D.S. International Limited
|
United Kingdom
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eBECS Business Solutions (Ireland) Limited
|
Ireland
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eBECS Company Limited
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Saudi Arabia
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eBECS Limited
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United Kingdom
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eBECS North America Inc.
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Georgia
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Eclipse Intelligent Solutions (USA) Inc.
|
Delaware
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EDS (New Zealand) Pensions Limited
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New Zealand
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EDS Electronic Data Systems (Thailand) Co., Ltd
|
Thailand
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|
EDS Finance (Cayman)
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Cayman Islands
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EDS Finance Ltd
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United Kingdom
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EDS Finance Partnership (Canada) L.P.
|
Canada
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|
EDS Finance Partnership (Cayman), L.P.
|
Cayman Islands
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|
EDS Global Contracts, LLC
|
Delaware
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EDS Mexicana S. de R.L. de C.V.
|
Mexico
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EDS Trustee Limited
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United Kingdom
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EDS World Corporation (Netherlands) LLC
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Delaware
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EHRO Holding Company
|
Delaware
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Entity Name
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Jurisdiction of Organization
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EIT Services Co. Portugal, Lda.
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Portugal
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EIT Services India Private Limited
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India
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EIT Services India Private Limited Australia Branch
|
Australia
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||
EIT Services India Private Limited Canada Branch
|
Canada
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||
EIT Services India Private Limited German Branch
|
Germany
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||
EIT Services India Private Limited UK Branch
|
United Kingdom
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||
EIT Services India Private Limited US Branch
|
Massachusetts
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||
EIT Services Taiwan Co. Ltd.
|
Taiwan
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||
Ent. Services Australia Pty Ltd
|
Australia
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||
Ent. Services CentroAmerica CAC, Ltda.
|
Costa Rica
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||
Ent. Services Development Corporation LP
|
Texas
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||
Ent. Services Hellas - IT Services Limited Liability Company
|
Greece
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||
Ent. Services Zagreb d.o.o.
|
Croatia
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||
Enterprise IT Services Middle East FZ LLC
|
UAE
|
||
Enterprise Services (AP) Limited Bangladesh Branch
|
Bangladesh
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||
Enterprise Services (AP) Limited, Philippines Regional Operating Headquarters
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Philippines
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||
Enterprise Services (Thailand) Limited
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Thailand
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||
Enterprise Services Administrative Services LLC
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Delaware
|
||
Enterprise Services Argentina S.R.L
|
Argentina
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||
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
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Puerto Rico
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||
Enterprise Services CDG S.A.
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Morocco
|
||
Enterprise Services Chile Comercial Limitada
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Chile
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||
Enterprise Services CIT LLC
|
Delaware
|
||
Enterprise Services Colombia S.A.S.
|
Colombia
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||
Enterprise Services Communications LLC
|
Delaware
|
||
Enterprise Services Corporación Ven C.C.A.
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Venezuela
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||
Enterprise Services d.o.o. Beograd
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Serbia
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||
Enterprise Services DC Holdings LLC
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Delaware
|
||
Enterprise Services Defence and Security UK Limited
|
United Kingdom
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||
Enterprise Services Delaware LLC
|
Delaware
|
||
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
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||
Enterprise Services Information Security UK Limited
|
United Kingdom
|
||
Enterprise Services International Trade B.V, Saudi Arabian Branch
|
Saudi Arabia
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||
Enterprise Services International Trade B.V.
|
Netherlands
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||
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|
||
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|
|
Entity Name
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Jurisdiction of Organization
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|
Enterprise Services International Trade B.V. Azerbaijan Branch
|
Azerbaijan
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|
Enterprise Services Italia S.r.l.
|
Italy
|
|
Enterprise Services Korea A DXC Technology Company
|
Korea
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|
Enterprise Services Latin America Corporation
|
Delaware
|
|
Enterprise Services Latin America Corporation Peru Branch
|
Peru
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|
Enterprise Services Luxembourg S.à r.l.
|
Luxembourg
|
|
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
|
|
Enterprise Services South Africa (Pty) Ltd
|
South Africa
|
|
Enterprise Services Sverige AB
|
Sweden
|
|
Enterprise Services World Corporation
|
Nevada
|
|
Enterprise Services World Trade LLC
|
Delaware
|
|
Enterprise Solutions Consultoría y Aplicaciones España, S.L.U.
|
Spain
|
|
Enterprise Solutions Outsourcing España, S.L.U.
|
Spain
|
|
Enterprise Solutions Procesos de Negocio España, S.L.U.
|
Spain
|
|
Enterprise Tech Partners Italia S.r.l.
|
Italy
|
|
EntServ (Mauritius) Limited
|
Mauritius
|
|
EntServ Costa Rica, Limitada
|
Costa Rica
|
|
EntServ Deutschland GmbH
|
Germany
|
|
Entserv East Africa Limited
|
Kenya
|
|
EntServ Enterprise Services Austria GmbH
|
Austria
|
|
Entserv Enterprise Services Mexico S. de R.L. de C.V.
|
Mexico
|
|
EntServ International Sàrl
|
Switzerland
|
|
EntServ International Sárl UAE Branch
|
UAE
|
|
Entserv Israel Ltd.
|
Israel
|
|
Entserv Malaysia Sdn. Bhd.
|
Malaysia
|
|
EntServ Nigeria Limited
|
Nigeria
|
|
EntServ OMS Israel Ltd
|
Israel
|
|
EntServ Philippines, Inc.
|
Philippines
|
|
EntServ Schweiz GmbH
|
Switzerland
|
|
EntServ Turkey Technological Solutions Limited Liability Company
|
Turkey
|
|
EntServ UK Limited
|
United Kingdom
|
|
ES Alps HoldCo B.V.
|
Netherlands
|
|
ES Berlin B.V.
|
Netherlands
|
|
ES Brasil Participações Ltda.
|
Brazil
|
|
ES Brielle B.V.
|
Netherlands
|
|
|
|
Entity Name
|
Jurisdiction of Organization
|
|
ES Canada HoldCo LLC
|
Delaware
|
|
ES Capital Co
|
Cayman Islands
|
|
ES Caribe y Andina B.V.
|
Netherlands
|
|
ES Caribe y Andina B.V.
|
Trinidad & Tobago
|
|
ES Caribe y Andina B.V. Sucursal Uruguay
|
Uruguay
|
|
ES Eastern Holding B.V.
|
Netherlands
|
|
ES Elysian L.P.
|
Bermuda
|
|
ES Field Delivery Belgium BVBA
|
Belgium
|
|
ES Field Delivery Deutschland GmbH
|
Germany
|
|
ES Field Delivery France SAS
|
France
|
|
ES Field Delivery Ireland Limited
|
Ireland
|
|
ES Field Delivery Italia S.r.l.
|
Italy
|
|
ES Field Delivery Luxembourg S.á r.l.
|
Luxembourg
|
|
ES Field Delivery Nederland B.V.
|
Netherlands
|
|
ES Field Delivery Portugal, Unipessoal Lda.
|
Portugal
|
|
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 Globalsoft HoldCo 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 Taiwan HoldCo B.V.
|
Netherlands
|
|
ESIT Advanced Solutions Inc.
|
Canada
|
|
ESIT Canada Enterprise Services Co.
|
Canada
|
|
EURL CSC Computer Sciences Corporation Algeria
|
Algeria
|
|
Everett Merger Sub Inc.
|
Delaware
|
|
Excelian (Canada) Ltd.
|
Canada
|
|
Excelian (Singapore) Pte Limited
|
Singapore
|
|
Excelian Limited
|
United Kingdom
|
|
Excelian Ltd (Australian Branch)
|
Australia
|
|
Excelian Luxoft Financial Services (Switzerland) AG
|
Switzerland
|
|
Experteam S.A./N.V.
|
Belgium
|
|
Fixnetix Ltd.
|
United Kingdom
|
|
Fixnetix, Inc.
|
Delaware
|
|
Fondsdepot Bank GmbH
|
Germany
|
Entity Name
|
Jurisdiction of Organization
|
|
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
|
|
Global EntServ Solutions Galway Limited
|
Ireland
|
|
Global EntServ Solutions Ireland Limited
|
Ireland
|
|
Guizhou Bokai Technology Co. Ltd
|
China
|
|
HAS Solutions Pty Ltd.
|
Australia
|
|
High Tech Services Insurance, Ltd.
|
Bermuda
|
|
HouseBuilder XL Ltd.
|
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
|
|
IDAPS Australia Finance N.V.
|
Curacao
|
|
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
|
|
INSYS Group Inc.
|
New Jersey
|
|
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
|
|
IntroPro US Inc.
|
New Jersey
|
|
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 Logic (Malaysia) Sdn. Bhd.
|
Malaysia
|
|
iSOFT Health Systems (Malaysia) Sdn. Bhd.
|
Malaysia
|
Entity Name
|
Jurisdiction of Organization
|
|
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
|
|
Japan Systems Company Limited
|
Japan
|
|
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
|
|
Lux 1 Holding Company Inc.
|
Delaware
|
|
Luxoft Bulgaria E.O.O.D.
|
Bulgaria
|
|
Luxoft Dubna LLC
|
Russia
|
|
Luxoft Eastern Europe Limited
|
British Virgin Islands
|
|
Luxoft Global Operations GmbH
|
Switzerland
|
|
Luxoft GmbH
|
Germany
|
|
Luxoft Holding Inc.
|
British Virgin Islands
|
|
Luxoft India LLP
|
India
|
|
Luxoft Information Technology (Singapore) Pte. Ltd.
|
Singapore
|
|
Luxoft Information Technology (Tianjin) Limited
|
China
|
|
Luxoft Information Technology (Tianjin) Limited (Shanghai)
|
China
|
|
Luxoft Information Technology (Tianjin) Limited Beijing (Branch)
|
China
|
|
Luxoft Information Technology Pte Ltd. (France branch)
|
France
|
|
Luxoft International Company Limited
|
Cyprus
|
|
Luxoft Korea LLC
|
Korea
|
|
Luxoft Luxembourg S.a.r.l.
|
Luxembourg
|
|
Luxoft Malaysia Sdn Bhd
|
Malaysia
|
|
Luxoft Mexico S.A. de C.V.
|
Mexico
|
|
Luxoft Netherlands B.V.
|
Netherlands
|
|
Luxoft Poland Sp.z.o.o
|
Poland
|
Entity Name
|
Jurisdiction of Organization
|
|
Luxoft Professional LLC
|
Russia
|
|
Luxoft Professional Omsk (Branch)
|
Russia
|
|
Luxoft Professional Romania SRL
|
Romania
|
|
Luxoft Professional St Petersburg (Branch)
|
Russia
|
|
Luxoft Singapore Pte Limited
|
Singapore
|
|
Luxoft Solutions Pte. Limited
|
Hong Kong
|
|
Luxoft Sweden AB
|
Sweden
|
|
Luxoft UK Limited
|
United Kingdom
|
|
Luxoft Ukraine LLC
|
Ukraine
|
|
Luxoft USA Inc.
|
Delaware
|
|
Luxoft Vietnam Company Limited
|
Vietnam
|
|
MachineShop
|
Delaware
|
|
Medical Facilities, Joint Venture
|
Virginia
|
|
MMIS Technology Services LLC
|
Delaware
|
|
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
|
|
Objective Software Italia S.r.l.
|
Italy
|
|
OSIX Corporation
|
Delaware
|
|
Oxygen Business Solutions Limited
|
New Zealand
|
|
Oxygen Business Solutions Pty Ltd
|
Australia
|
|
Oxygen Business Solutions Pty Ltd - Papua New Guinea Branch
|
Papua New Guinea
|
|
Paxus N.V.
|
Curacao
|
|
Payfields Pty Ltd.
|
Australia
|
|
PDA Software Services, LLC
|
Delaware
|
|
PharmaConnect, Inc.
|
Florida
|
|
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
|
|
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
|
Entity Name
|
Jurisdiction of Organization
|
|
Sable37 DMCC
|
UAE
|
|
Sable37 Systems India Pvt. Ltd.
|
India
|
|
Sable37, Inc.
|
California
|
|
Saltbush Consulting Pty Ltd
|
Australia
|
|
Saturn Five Native LLC
|
Texas
|
|
SBB Services, Inc.
|
Delaware
|
|
Shoto, Inc.
|
Delaware
|
|
Smarthome Ventures LLC
|
Delaware
|
|
Smashing Ideas LLC
|
Washington
|
|
SME - Science Management and Engineering AG
|
Germany
|
|
Software ITCS.A.
|
Romania
|
|
Spikes Cavell Analytic Inc.
|
Delaware
|
|
Spikes Cavell Analytic Limited
|
United Kingdom
|
|
Spiritguide Limited
|
United Kingdom
|
|
Spiritmodel Limited
|
United Kingdom
|
|
Strategic Business Transformation Services LLC
|
Delaware
|
|
Symtavision GmbH
|
Germany
|
|
Syscom AS
|
Norway
|
|
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
|
|
Training Center Luxoft Autonomous Non-commercial Organization
|
Russia
|
|
Tribridge EMEA Ltd.
|
United Kingdom
|
|
Tribridge Enterprises Canada, ULC
|
Canada
|
|
Tribridge Holdings, LLC
|
Delaware
|
|
Tribridge International, LLC
|
Delaware
|
|
Tribridge Italy S.r.l.
|
Italy
|
|
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
|
|
UXC Connect XSI Pty Ltd
|
Australia
|
|
UXC Consulting Pte Ltd
|
Singapore
|
|
UXC Consulting SDN BHD
|
Malaysia
|
|
UXC Eclipse (AES) LLC
|
Delaware
|
Entity Name
|
Jurisdiction of Organization
|
|
UXC Eclipse (USA) LLC
|
Delaware
|
|
UXC Eclipse (USA), Inc.
|
New York
|
|
UXC Eclipse 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 Professional Solutions Holdings Pty Ltd
|
Australia
|
|
UXC Red Rock Consulting (Singapore)
|
Singapore
|
|
UXC Solutions Pty Ltd
|
Australia
|
|
ViCoS Limited
|
United Kingdom
|
|
ViCoS, Inc.
|
California
|
|
Virtual Clarity B.V.
|
Netherlands
|
|
Virtual Clarity Limited
|
United Kingdom
|
|
Virtual Clarity Singapore Pte. Ltd.
|
Singapore
|
|
Virtual Clarity, Inc.
|
California
|
|
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 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 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 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
|
|
Xchanging Limited
|
United Kingdom
|
|
|
|
Entity Name
|
Jurisdiction of Organization
|
|
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 Holdco (No. 2) Limited
|
United Kingdom
|
|
|
|
|
|
Date:
|
June 1, 2020
|
|
|
/s/ Michael J. Salvino
|
|
|
|
|
Michael J. Salvino President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
June 1, 2020
|
|
|
/s/ Paul N. Saleh
|
|
|
|
|
Paul N. Saleh
Executive Vice President and Chief Financial Officer
|
Dated:
|
June 1, 2020
|
|
/s/ Michael J. Salvino
|
|
|
|
Michael J. Salvino
President and Chief Executive Officer
|
|
|
|
|
Dated:
|
June 1, 2020
|
|
/s/ Paul N. Saleh
|
|
|
|
Paul N. Saleh
Executive Vice President and Chief Financial Officer |