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A letter from

Mike Lawrie

 

On behalf of our Board of Directors and leadership team, I want to thank all those who have contributed to the success of DXC Technology during our inaugural year. Together, we have accomplished a great deal during this period — one defined by significant change, disruption and transformation that has impacted our company, people, clients and industry.

 

To our people: You have shown incredible drive, resilience and determination, and outstanding commitment to our mission, clients and colleagues. To our clients: We wholeheartedly appreciate the opportunity to serve you and to demonstrate our value and ability to lead your digital future. To our partners: You are essential to our strategy, and we are continually finding new ways to collaborate and innovate. To our investors and shareholders: Your trust in our vision is vital, and we are extremely grateful. To all: We are doing our utmost to continually reinforce your faith, trust and confidence in DXC.

 

With the debut of our new company on April 3, 2017, our mission and focus were made clear:

 

•  Create a more powerful, versatile, leading end-to-end global technology services business that provides unsurpassed value for our clients, partners and shareholders, along with growth opportunities for our people.

  

 

•  Establish a highly differentiated brand and vibrant culture — bringing forward the best of what was CSC and HPE Enterprise Services as well as our acquired companies — that is well positioned to innovate, compete and lead clients on their digital transformation journeys.

  

 

•  Leverage our expertise and industry leadership, intellectual property, offerings and partner capabilities to enable clients to maximize performance and business outcomes from their technology investments.

  

 

Delivering on the DXC Technology promise

 

We have successfully established the DXC Technology brand and our global leadership position. We have expanded relationships with existing clients and have won significant new business — much of it with our partners. We have scaled and strengthened our offerings portfolio, expanded our presence in high-growth industries and continued to shift our business mix toward digital offerings. We have been transforming our global workforce, which is fundamental to our ability to serve our clients and enable our people to succeed, learn and grow.

  

 

We have taken decisive action to align, adjust and improve our operating model as necessary — for example, fine-tuning our Build, Sell and Deliver functions. We made several important acquisitions to advance our leadership position in key businesses. In addition, the separation of our U.S. Public Sector business and its merger with Vencore Holding Corporation and KeyPoint Government Solutions has produced Perspecta, a stand-alone pure-play, publicly traded leader serving the U.S. government.

 

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   Total shareholder return

    April 3, 2017, through March 29, 2018

 

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Our digital business team is jointly developing advanced digital solutions with clients, leveraging assets from across the company and our partners. Our Digital Transformation Centers throughout the world are working with leading educational institutions to create new opportunities for our people, clients and local communities. Our digital-generation services delivery model, DXC Bionix™, is a comprehensive approach to intelligent automation at the scale required by the world’s top companies. Together with Platform DXC, it is a prelude to what’s next for DXC.

 

Driving progress and momentum

 

In fiscal year (FY) 2018, DXC Technology successfully executed on our strategic roadmap, including the integration of CSC and HPE Enterprise Services, achievement of our first-year financial objectives and a strengthened leadership position in digital transformation. We achieved our year-one revenue target and delivered more than $1.1 billion of in-year savings. Adjusting for special items, such as, but not limited to, restructuring costs; transaction, separation and integration-related costs; and amortization of acquired intangible assets, non-GAAP diluted earnings per share (EPS) was $7.94.1 On a similar basis, adjusted earnings before interest and taxes (EBIT) was $3.499 billion, and adjusted EBIT margin was 14.2 percent.2 DXC Technology remains disciplined in the allocation of capital, returning capital to shareholders through dividends and share repurchases while reinvesting in the business, making targeted acquisitions and maintaining an investment-grade credit profile. We completed the spin-out of our U.S. Public Sector business to create Perspecta, and we have positioned DXC Technology to deliver EPS and margin expansion in FY 2019.

 

Making the shift to growth

 

The great progress we’ve made during DXC’s first year enables us to make the pivot to growth.

 

We are well positioned to capitalize on the vast digital opportunity ahead and solidify our position as the world’s leading independent, end-to-end IT services provider. We will continue to invest in our people and drive our digital agenda with our partners. As we have successfully transformed our business, so we are helping our clients reimagine theirs.

 

Thank you for your support and commitment during a successful first year for DXC Technology. We have a great deal to look forward to in the year ahead. Let’s thrive and grow, together.

 

Mike Lawrie

Chairman, President and

Chief Executive Officer

 

1   Please see non-GAAP reconciliation to EPS on page 47 of the 10-K.

 

2   Please see non-GAAP reconciliation to adjusted EBIT on page 49 of the 10-K. Adjusted EBIT margin is defined as adjusted EBIT as a percentage of revenue.

 

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The new brand — thrive on change

 

On Day 1 — April 3, 2017 — DXC employees the world over gathered to welcome and celebrate the new company, as well as our new brand as a global digital transformation leader. The celebrations took place at almost 300 locations and featured new visual identity unveilings, the launch of a new website and intranet, town halls, engaging events with drone flyovers, culturally inspired dancing, client and partner outreach, and branded giveaways. High-profile advertisements appeared in leading media, and social channels were abuzz about the new company.

 

Engaging and developing employees

 

DXC employees had multiple pathways to grow skills, knowledge and careers, including DXC University, sales training, partner certification programs, an information-rich intranet called myDXC, a new engagement platform in DXC Workplace by Facebook, and new alliances with colleges and universities. An employee survey provided valuable insights to drive company-wide performance improvement; acting on these suggestions, DXC mobilized cross-functional workstreams to improve mission-critical processes. We also continued to recognize employees through programs such as the DXC Awards for Technical Excellence, which celebrate innovative thinking.

 

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THE RIBBON IS CUT!

LEFT TO RIGHT: NEW ORLEANS BUSINESS ALLIANCE PRESIDENT AND CEO QUENTIN MESSER; NEW ORLEANS MAYOR LATOYA CANTRELL; LOUISIANA GOVERNOR JOHN BEL EDWARDS; DXC NEW ORLEANS DIGITAL TRANSFORMATION CENTER DIRECTOR TERRELL BOYNTON; DXC EXECUTIVE VICE PRESIDENT, CUSTOMER ADVOCACY AND JOINT VENTURES, JIM SMITH; CHAIRMAN OF STEWART CAPITAL AND OWNER OF THE BUILDING, FRANK STEWART; AND LED SECRETARY DON PIERSON.

    

Leading digital transformation

 

DXC’s Digital Transformation Team, comprising experts throughout the world, was created to help clients define and realize their digital futures. The team oversees the deployment of DXC’s “digital blueprint,” which offers clients a single, unified path to manage the uncertainty, complexity and risk of continuous change. By fiscal year end, the team was actively engaging with more than 50 clients — well on the way to accelerating their digital transformation journeys.

 

DXC also established five Digital Transformation Centers around the world to provide digital thought leadership, services and solutions to clients, and new career opportunities for our people and partners. Partnerships with local governments and universities provide learning and development programs for employees and are active pipelines for new talent.

 

 

 

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Winning with clients

 

In FY 2018, DXC won new business across all industries — with offerings that included analytics, business process services, cloud, security, and workplace and mobility. Here are some examples of recent wins and existing client engagements:

 

•  BlueScope Steel was looking to modernize its IT infrastructure. Using an IT-as-a-service model, DXC helped the company deploy real-time automation and improved tracking, saving $2 million annually in supply chain costs.

 

•  Zurich Insurance Group wanted to transform its traditional data center into a cloud-based operation. Using our next-generation platform-as-a-service model, DXC helped the company move workloads to the private cloud, which helped reduce operating costs by 30 percent.

 

•  Union Insurance aimed to migrate its IT infrastructure and workloads to Amazon Web Services, and DXC is building and maintaining the company’s complete cloud infrastructure, a digital transformation that will result in improved flexibility and return on investment.

 

•  Lloyd’s Market Association and the International Underwriting Association were looking to transform their legacy infrastructure environments to hybrid cloud. Leveraging our deep industry expertise and insurance software portfolio, DXC is helping modernize processing of claims and premiums, which will result in cost reductions and better security.

 

•  Makkah Region Development Authority needed to reduce crowding on one of the world’s most intensively used metro lines in Mecca, Saudi Arabia. DXC deployed a crowd management solution that provides real-time analytics, resulting in improved scheduling of pilgrim visitations and reduced risk of overcrowding at key transit stations.

 

•  Everest Re wanted to transform 40 years of data for its global reinsurance subsidies from legacy systems to an end-to-end, single-data business processing platform. After deploying DXC’s Xuber for Reinsurers platform, the company is seeing numerous benefits, including greater cost efficiencies, enhanced data analytics and improved compliance.

 

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DXC AND OUR PARTNER NETWORK HELP OUR CLIENTS HARNESS THE POWER OF TECHNOLOGY TO TRANSFORM THEIR BUSINESSES.

    

DXC Partner Network

 

With more than 250 industry-leading Strategic and Solution Partners, DXC is delivering independent technology solutions to drive digital transformation by solving client challenges and producing positive business outcomes. Solutions delivered with our Strategic Partners in FY 2018 include the following:

 

•  With Microsoft, DXC enhanced client cloud options with DXC Application Services for Microsoft Azure and launched an Azure-based analytics offering to deliver social media intelligence and other capabilities.

 

•  With Amazon Web Services (AWS), DXC introduced a Digital Insurance as a Service offering that provides clients with bundled insurance applications and business process services with simplified pricing.

 

•  In collaboration with Strategic Partner PwC, as well as Solution Partners Blue Prism and UiPath, DXC debuted DXC Agile Process Automation to transform business processes with data discovery robotics.

 

•  Helping clients improve efficiency, productivity and security for cloud-based networks across the enterprise, DXC and AT&T launched a third-party virtual network function based on AT&T FlexWare.

 

•  Partner awards include Productivity Partner of the Year from Microsoft and two Partner of the Year awards from Dell EMC.

 

Solutions delivered with our Solution Partners in FY 2018 include the following:

 

•  DXC became one of the first providers of VMware Cloud on AWS with managed services to accelerate client migrations.

 

•  DXC Accelerate for Workday is an innovative human resources and payroll deployment package for clients with 3,500 to 15,000 employees.

 

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LOGO    2018 Directors and Executive Officers of DXC Technology
  

Board of Directors

 

J. Michael Lawrie

Chairman, President and

Chief Executive Officer,

DXC Technology

 

Mukesh Aghi ²

President, U.S.-India Business Council

 

Amy E. Alving ³

Former Senior Vice President and Chief Technology

Officer, Leidos Holdings, Inc. (formerly Science

Applications International Corporation [SAIC])

 

David L. Herzog ¹

Former Executive Vice President

and Chief Financial Officer,

American International Group

 

Mary L. Krakauer ³

Former Executive Vice President

and Chief Information Officer,

Dell Corporation

 

Sachin Lawande ²

President and Chief Executive Officer,

Visteon Corporation

 

Julio A. Portalatin ²

President and Chief Executive Officer,

Mercer Consulting Group, Inc.

 

Peter Rutland *¹

Partner and Global Co-Head

of Financial Services,

CVC Capital Partners Limited

 

Manoj P. Singh ³

Former Chief Operating Officer

and Global Managing Director,

Deloitte Touche Tohmatsu, Limited

 

Robert F. Woods ¹

Former Senior Vice President

and Chief Financial Officer,

SunGard Data Systems, Inc.

  

Executive Officers

 

J. Michael Lawrie

Chairman, President and

Chief Executive Officer

 

Paul N. Saleh

Executive Vice President

and Chief Financial Officer

 

William L. Deckelman Jr.

Executive Vice President,

General Counsel and Secretary

 

Stephen Hilton

Executive Vice President,

Global Delivery Organization

 

Joanne Mason

Executive Vice President and

Chief Human Resources Officer

 

Neil A. Manna

Senior Vice President and Corporate Controller

 

 

Committee memberships

 

1.  Audit

2.  Compensation

3.  Nominating/Corporate Governance

*  Lead Independent Director

 

 

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LOGO    DXC Shareholder Information
  

Stock Information

 

Common stock symbol: DXC, listed and traded on the New York Stock Exchange. Shares of common stock outstanding were 283,950,502 shares as of June 18, 2018. There were 49,428 stockholders of record as of June 18, 2018.

 

Transfer Agent and Registrar

 

All inquiries concerning registered shareholder accounts and stock transfer matters, including address changes and consolidation of multiple accounts, should be directed to EQ Shareowner Services, DXC’s transfer agent and registrar.

 

Shareholder correspondence should be mailed to:

 

Regular mail:

EQ Shareowner Services

P.O. Box 64874

St. Paul, MN 55164-0874

 

First Class, registered and certified mail:

EQ Shareowner Services

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120-4100

www.shareowneronline.com

 

By phone:

1.800.468.9716 (U.S. Domestic)

1.651.450.4064 (International)

 

Financial Community Information

 

Institutional and individual investors, financial analysts and portfolio managers should contact:

 

DXC Investor Relations

1775 Tysons Boulevard

Tysons, VA 22102

1.703.245.9700

investor.relations@dxc.com

 

Written requests, including requests for DXC filings with the U.S. Securities and Exchange Commission (SEC), should be directed to:

 

DXC Investor Relations

1775 Tysons Boulevard

Tysons, VA 22102

investor.relations@dxc.com

 

To enroll in electronic delivery of DXC’s Proxy Statement, Annual Report and other materials, log on to www.proxyvote.com.

     

DXC Website

 

Additional DXC information is available at www.dxc.technology, including all of the documents DXC files with or furnishes to the SEC, which are available free of charge.

 

Annual Meeting

 

The Annual Meeting of Stockholders will be held on August 15, 2018, at 10:30 a.m. Eastern Time and will be a virtual meeting conducted via live webcast. Attend the meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC2018.

 

To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of internet availability of the proxy materials, on your proxy card or on the instructions that accompany your proxy materials.

 

Independent Auditors

 

Deloitte & Touche LLP

7900 Tysons One Place, Suite 800

McLean, VA 22102

 

        

 

Forward-Looking Statements

 

All statements in this Annual Report that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control. For a written description of these factors, see the section titled “Risk Factors” in DXC’s Form 10-K for the fiscal year ended March 31, 2018 and any updating information in subsequent SEC filings. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events except as required by law.

 

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

 

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

For the fiscal year ended March 31, 2018

OR

 

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

For the transition period from                    to                     

Commission File No.: 1-4850

 

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DXC TECHNOLOGY COMPANY

 

(Exact name of Registrant as specified in its charter)

  

 

Nevada   61-1800317
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
1775 Tysons Boulevard    
Tysons, Virginia   22102
(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code: (703) 245-9675

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Name of each exchange on which registered

Common Stock, $0.01 par value per share    New York Stock Exchange
2.750% Senior Notes due 2025    New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes    No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      Yes    No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.      Yes    No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).

 

Large Accelerated Filer        Accelerated Filer    
Non-accelerated Filer      (do not check if a smaller reporting company)
Smaller reporting company        Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes    No

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on September 29, 2017, based upon the closing price of a share of the registrant’s common stock on that date, was $24,415,505,112.

284,792,350 shares of common stock, par value $0.01 per share, were outstanding as of May 11, 2018.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement relating to its 2018 Annual Meeting of Stockholders (the “2018 Proxy Statement”), which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the registrant’s fiscal year end of March 31, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.


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TABLE OF CONTENTS

 

    Item    

 

              Page      

 

   PART I   

1.  

   Business    2

1A.  

   Risk Factors    10

1B.  

   Unresolved Staff Comments    28

2.  

   Properties    28

3.  

   Legal Proceedings    28

4.  

   Mine Safety Disclosures    28
   PART II   

5.  

   Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    29

6.  

   Selected Financial Data    32

7.  

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    34

7A.  

   Quantitative and Qualitative Disclosures about Market Risk    57

8.  

   Financial Statements and Supplementary Data    59

9.  

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    139

9A.  

   Controls and Procedures    139

9B.  

   Other Information    141
   PART III   

10.  

   Directors, Executive Officers and Corporate Governance    141

11.  

   Executive Compensation    141

12.  

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    141

13.  

   Certain Relationships and Related Transactions, and Director Independence    142

14.  

   Principal Accountant Fees and Services    142
   PART IV   

15.  

   Exhibits, Financial Statement Schedules    142

16.  

   Form 10-K Summary    147


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

All statements and assumptions contained in this Annual Report on Form 10-K and in the documents incorporated by reference that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” Forward-looking statements often include words such as “anticipates,” “believes,” “estimates,” “expects,” “forecast,” “goal,” “intends,” “objective,” “plans,” “projects,” “strategy,” “target” and “will” and words and terms of similar substance in discussions of future operating or financial performance. These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved.

Forward-looking statements include, among other things, statements with respect to our financial condition, results of operations, cash flows, business strategies, operating efficiencies or synergies, divestitures, competitive position, growth opportunities, share repurchases, dividend payments, plans and objectives of management and other matters. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to:

 

    the ongoing integration of the businesses, operations and culture of Computer Sciences Corporation (“CSC”) and Enterprise Services business of Hewlett Packard Enterprise Company (“HPES”) and the ability to operate as effectively and efficiently as expected, and the combined company’s ability to successfully manage and integrate acquisitions generally;
    the ability to realize the synergies and benefits expected to result from the HPES Merger (defined below) within the anticipated time frame or in the anticipated amounts;
    other risks related to the HPES Merger including anticipated tax treatment, unforeseen liabilities and future capital expenditures;
    changes in governmental regulations or the adoption of new laws or regulations that may make it more difficult or expensive to operate our business;
    changes in senior management, the loss of key employees or the ability to retain and hire key personnel and maintain relationships with key business partners;
    the risk of liability or damage to our reputation resulting from security breaches or disclosure of sensitive data or failure to comply with data protection laws and regulations;
    business interruptions in connection with our technology systems;
    the competitive pressures faced by our business;
    the effects of macroeconomic and geopolitical trends and events;
    the need to manage third-party suppliers and the effective distribution and delivery of our products and services;
    the protection of our intellectual property assets, including intellectual property licensed from third parties;
    the risks associated with international operations;
    the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends;
    the execution and performance of contracts by us and our suppliers, customers, clients and partners;
    the resolution of pending investigations, claims and disputes;
    risks relating to the respective abilities of the parties to the USPS Separation and Mergers (defined below) to satisfy the conditions to, and to otherwise consummate, the USPS Separation and Mergers and to achieve the expected results therefrom; and
    the other factors described under Item 1A. “Risk Factors.”

No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. Any forward-looking statement made by us in this Annual Report on Form 10-K speaks only as of the date on which this Annual Report on Form 10-K was first filed. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.

 

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Throughout this report, we refer to DXC Technology Company, together with its consolidated subsidiaries, as “we,” “us,” “our,” “DXC,” or the “Company.” In order to make this report easier to read, we also refer throughout to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “Balance Sheets” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” In addition, references throughout to numbered “Notes” refer to the numbered Notes to our Financial Statements that we include in the Financial Statements section of this report.

PART I

ITEM 1. BUSINESS

Overview

DXC, a Nevada corporation, is the world’s leading independent, end-to-end IT services company, serving nearly 6,000 private and public-sector clients from a diverse array of industries across 70 countries. The company’s technology independence, global talent and extensive partner network deliver transformative digital offerings and solutions that help clients harness the power of innovation to thrive on change.

Businesses in today’s complex and demanding business environment are increasingly seeking to integrate digital technology into every aspect of their business resulting in fundamental changes to how they operate and deliver value to their customers. We work with our clients to solve challenges in ways that maximize opportunity and minimize business risk. Our world-class talent becomes part of our clients’ teams, innovating with them, putting the right technology to work for their organizations and leading them through accelerating change to deliver new outcomes for their business.

Our business strategy is supported by a framework that focuses on the following three pillars:

 

    Help clients advance their digital transformations by decreasing IT infrastructure costs and reinvesting in innovation;
    Invest in our people to nurture next-generation skills and leadership development; and
    Deliver value by achieving results for our clients and stakeholders.

History and Development

DXC was formed on April 1, 2017, when Computer Sciences Corporation (“CSC”), Hewlett Packard Enterprise Company (“HPE”), Everett SpinCo, Inc.(“Everett”), and New Everett Merger Sub Inc., a wholly-owned subsidiary of Everett (“Merger Sub”), completed the strategic combination of CSC with the Enterprise Services business of HPE (“HPES”). The combination was accomplished through a series of transactions that included the transfer by HPE of HPES to Everett, spin-off by HPE of Everett on March 31, 2017, and the merger of Merger Sub with and into CSC on April 1, 2017 (the “HPES Merger”). At the time of the HPES Merger, Everett was renamed DXC, and as a result of the HPES Merger, CSC became a direct wholly owned subsidiary of DXC. DXC common stock began regular-way trading under the symbol “DXC” on the New York Stock Exchange on April 3, 2017. See Note 2 - “Acquisitions” for more information.

USPS Separation and Mergers

On October 11, 2017, DXC announced that it had entered into an Agreement and Plan of Merger with Perspecta Inc., Ultra First VMS Inc., Ultra Second VMS LLC, Ultra KMS Inc., Vencore Holding Corp. (“Vencore”), KGS Holding Corp (“KeyPoint”), The SI Organization Holdings LLC and KGS Holding LLC (the “Perspecta Merger Agreement”). The Perspecta Merger Agreement provides that DXC will spin off its U.S. public sector business, USPS, and combine it with Vencore and KeyPoint to form a separate, independent publicly traded company, Perspecta Inc., to serve U.S. public sector clients (collectively, the “USPS Separation and Mergers”). See “Segments and Services” below for more information about USPS.

 

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Acquisitions and Divestitures

In addition to the HPES Merger, during fiscal 2018 we completed the acquisition of Tribridge Holdings LLC (“Tribridge”), an independent integrator of Microsoft Dynamics 365. The acquisition includes the Tribridge affiliate company, Concerto Cloud Services LLC. The combination of Tribridge with DXC extended our leadership in the Microsoft Dynamics 365 global systems integration business.

Segments and Services

Our reportable segments are Global Business Services (“GBS”), Global Infrastructure Services (“GIS”) and United States Public Sector (“USPS”).

Global Business Services

GBS provides innovative technology solutions that help our clients address key business challenges and accelerate digital transformations tailored to each client’s industry and specific objectives. GBS offerings include:

 

    Enterprise, Cloud Applications and Consulting. We provide industry, business process systems integration and technical delivery experience to maximize value from enterprise application portfolios. We also help clients accelerate their digital transformations and business results with industry, business, technology and complex integration services.
    Application Services. Our comprehensive services help clients modernize, develop, test and manage their applications.
    Analytics. Our portfolio of analytics services and robust partner ecosystem helps clients gain rapid insights and accelerate their digital transformation journeys.
    Business Process Services. We provide seamless digital integration and optimization of front and back office processes, including our Agile Process Automation approach.
    Industry Software and Solutions. Our industry-specific solutions enable businesses to quickly integrate technology, transform their operations and develop new ways of doing business. Our vertical-specific IP includes insurance, healthcare and life sciences, travel and transportation, and banking and capital markets solutions.

Global Infrastructure Services

GIS provides a portfolio of offerings that deliver predictable outcomes and measurable results, while reducing business risk and operational costs for clients. GIS offerings include:

 

    Cloud and Platform Services. We help clients maximize their private cloud, public cloud and legacy infrastructures, as well as securely manage their hybrid environments.
    Workplace and Mobility. Our workplace, mobility and Internet of Things (“IoT”) services provide a consumer-like experience with enterprise security and instant connectivity for our clients.
    Security. Our security solutions help predict attacks, proactively respond to threats, ensure compliance and protect data, applications, infrastructure and endpoints.

 

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United States Public Sector

USPS delivers IT services and business solutions to all levels of government in the United States. USPS’s enterprise-based offerings and solutions for its U.S. government customers include:

 

    Cloud, Platform and IT Outsourcing (“ITO”) Services. Through our cloud, platform and ITO solutions, USPS is able to help its public sector clients transform to hybrid infrastructure and bridge private and public cloud environments into their legacy infrastructure.
    Enterprise and Cloud Applications. Our applications services and program excellence solutions for its U.S. government customers covers four areas: application modernization and transformation; application development; testing and digital assurance; and application management.
    Enterprise Security. Our enterprise security solutions include building security infrastructures into the fabric of U.S. government agencies’ digital enterprises.
    Mobility and Workplace. We offer, through three primary focus areas, a full range of services for converged mobility and workplace management: (i) Mobile Enterprise Services allows clients to manage their mobile environment as a service with solutions for procurement, provisioning, refresh, proactive Enterprise Mobility Management (“EMM”), hardware and software support, security, and business usage analytics; (ii) Virtual Desktop and Application Services untethers data and desktop applications from physical user devices to give workforces and partners secure access to desktops, applications, and data from any device, anywhere; and (iii) Workplace Device Services transforms traditional workplace environments to deliver a comprehensive, secure, flexible and configurable environment that provides lightweight management of desktops, laptops and mobile.
    Analytics. We offer a complete portfolio of analytics services such as analytics platforms, information governance, artificial intelligence and advisory services, to rapidly provide insights and accelerate our public sector customers’ digital transformation.

On October 11, 2017, we announced our plan to spin off our USPS business. See “USPS Separation and Mergers” above.

During fiscal 2018 our revenues mix by segment was as follows:

Fiscal 2018 Revenues by Segment

 

LOGO

 

See Note 18 - “Segment and Geographic Information” for additional information related to our reportable segments, including the disclosure of segment revenues, segment profit and financial information by geographic area.

Sales and Marketing

We market and sell our services directly to clients through our direct sales force, operating out of sales offices around the world. Our clients include commercial businesses of many sizes and in many industries and public sector enterprises. No individual customer exceeded 10% of our consolidated revenues for fiscal 2018, 2017 or 2016.

 

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For fiscal 2018, the distribution of our revenues across geographies was as follows:

Fiscal 2018 Revenues by Geography

 

LOGO

 

For a discussion of risks associated with our foreign operations, see Part I, Item 1A “Risk Factors” of this Annual Report.

Seasonality

General economic conditions have an impact on our business and financial results. The markets in which we sell our products, services and solutions occasionally experience weak economic conditions that may negatively affect sales. We also experience some seasonal trends in the sale of our services. For example, contract awards are often tied to the timing of our clients’ fiscal year-ends, and we also experience seasonality related to our own fiscal year-end selling activities.

Competition

The IT and professional services markets in which we compete are highly competitive and are not dominated by a single company or a small number of companies. A substantial number of companies offer services that overlap and are competitive with those we offer. In addition, the increased importance of offshore labor centers has brought several foreign-based firms into competition with us.

Our competitors include:

 

    large multinational enterprises that offer some or all of the services and solutions that we do;
    smaller companies that offer focused services and solutions similar to those that we offer;
    offshore service providers in lower-cost locations, particularly in India, that sell directly to end-users;
    solution or service providers that compete with us in a specific industry segment or service area; and
    in-house functions of corporations that use their own resources, rather than engage an outside IT services provider.

 

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The principal methods of competition in the markets for our solutions and services include:

 

    vision and strategic advisory ability;
    digital services capabilities;
    performance and reliability;
    responsiveness to client needs;
    competitive pricing of services;
    technical and industry expertise;
    reputation and experience;
    quality of solutions and services; and
    financial stability and strong corporate governance.

Our ability to obtain new business and retain existing business is dependent upon the following:

 

    technology, industry and systems know-how with an independent perspective on the best client solutions across software, hardware, and service providers;
    ability to offer improved strategic frameworks and technical solutions;
    investments in our digital services and solutions;
    focus on responsiveness to customer needs, quality of services and competitive prices;
    successful management of our relationships with leading strategic and solution partners in hardware, networking, cloud, applications and software;
    project management experience and capabilities;
    end-to-end spectrum of IT and professional services we provide; and
    financial stability and strong corporate governance.

Intellectual Property

We rely on a combination of trade secrets, patents, copyrights, and trademarks, as well as contractual protections, to protect our business interests. While our technical services and products are not generally dependent upon patent protection, we do selectively seek patent protection for certain inventions likely to be incorporated into products and services or where obtaining such proprietary rights will improve our competitive position.

As our patent portfolio has been built over time, the remaining terms of the individual patents across the patent portfolio vary. We believe that our patents and patent applications are important for maintaining the competitive differentiation of our solutions and services and enhancing our freedom of action to sell solutions and services in markets in which we choose to participate. No single patent is in itself essential to our company as a whole or to any business segment.

Additionally, we own or have rights to various trademarks, logos, service marks, and trade names that are used in the operation of our business. We also own or have the rights to copyrights that protect the content of our products and other proprietary materials.

In addition to developing our intellectual property portfolio, we license intellectual property rights from third parties as we deem appropriate. We have also granted and plan to continue to grant to others licenses under our intellectual property rights when we consider these arrangements to be in our interest. These license arrangements include a number of cross-licenses with third parties.

Environmental Regulation

Our operations are subject to regulation under various federal, state, local, and foreign laws concerning the environment, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the clean-up of contaminated sites. Environmental costs and accruals are presently not material to our operations, cash flows or financial position, and we do not currently anticipate material capital expenditures for environmental control facilities. However, we could incur substantial costs, including clean-up costs, fines and civil or criminal sanctions and third-party damage or personal injury claims, if we were to violate or become liable under environmental laws, or if new environmental legislation is passed which impacts our business.

 

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Employees

As of March 31, 2018, we employed approximately 150,000 employees and had offices and operations in 70 countries.

Available Information

We use our corporate website, www.dxc.technology, as a routine channel for distribution of important information, including detailed company information, financial news, SEC filings, Annual Reports, historical stock information and links to a recent earnings call webcast. DXC’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and the Proxy Statements for our Annual Meetings of Stockholders are made available, free of charge, on our corporate website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. Our corporate governance guidelines, Board of Directors’ committee charters (including the charters of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee) and code of ethics entitled “Code of Business Conduct” are also available on our website. The information on our website is not incorporated by reference into, and is not a part of, this report.

Any materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

 

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Executive Officers of the Registrant

 

Name

  

  Age  

   Year First
Elected as
Officer
   Term as
an Officer
  

        Position Held With the Registrant as of the filing  date        

  Family
  Relationship  

J. Michael Lawrie

   64    2017    Indefinite    Chairman, President and Chief Executive Officer   None

Paul N. Saleh

   61    2017    Indefinite    Executive Vice President and Chief Financial Officer   None

William L. Deckelman, Jr.

   60    2017    Indefinite    Executive Vice President, General Counsel and Secretary   None

Stephen Hilton

   47    2017    Indefinite    Executive Vice President, Global Delivery Organization   None

Joanne Mason

   50    2017    Indefinite    Executive Vice President and Chief Human Resources Officer   None

Neil A. Manna

   55    2017    Indefinite   

Senior Vice President, Corporate Controller and

Principal Accounting Officer

  None

Business Experience of Executive Officers

J. Michael Lawrie has served as Chairman, President and Chief Executive Officer of DXC and as a member of the Board of Directors of DXC since the completion of the HPES Merger. Mr. Lawrie previously served as Chairman, President and Chief Executive Officer of CSC. Mr. Lawrie joined CSC as President and Chief Executive Officer on March 19, 2012, and as a member of its Board of Directors in February 2012. On December 15, 2015, Mr. Lawrie was appointed chairman of the CSC Board of Directors. Prior to joining CSC, he served as the Chief Executive Officer of U.K.-based Misys plc, a leading global IT solutions provider to the financial services industry, from November 2006 to March 2012. Mr. Lawrie also served as the Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc., from October 2008 to August 2010. From 2005 to 2006, Mr. Lawrie was a general partner with ValueAct Capital, a San Francisco-based private investment firm. He also served as Chief Executive Officer of Siebel Systems, Inc., an international software and solutions company, from 2004 to 2005. Mr. Lawrie also spent 27 years with IBM where he rose to Senior Vice President and Group Executive, responsible for sales and distribution of all IBM products and services worldwide. From 1998 to 2001, Mr. Lawrie was General Manager for IBM’s business in Europe, the Middle East and Africa, which included operations in 124 countries and 90,000 employees. Prior to that, Mr. Lawrie served as General Manager of Industries for IBM’s business operations in Asia Pacific, based in Tokyo. Mr. Lawrie is a Trustee of Drexel University, Philadelphia. We believe Mr. Lawrie’s knowledge of the IT solutions industry and many years of experience as the Chief Executive Officer of DXC and CSC make him well-qualified to serve as a member of our board of directors.

Paul N. Saleh has served as Executive Vice President and Chief Financial Officer of DXC since the completion of the HPES Merger. Mr. Saleh previously served as executive vice president and Chief Financial Officer of CSC. Mr. Saleh joined CSC as Vice President and Chief Financial Officer on May 23, 2012. Prior to joining CSC, Mr. Saleh served as the Chief Financial Officer of Gannett Co. from 2010 to 2012. Prior to his tenure at Gannett Co., from 2008 to 2010, Mr. Saleh was a Managing Partner at Menza Partners, an operational and financial advisory group focusing on media, telecommunications and technology industries. Prior to that, he served as Chief Financial Officer of Sprint Nextel Communications from 2001 to 2007 and as Interim Chief Executive Officer of Sprint Nextel until 2008. He served as Senior Vice President and Chief Financial Officer of Walt Disney International where he also held various other senior positions from 1997 to 2001.

William L. Deckelman, Jr. has served as Executive Vice President, General Counsel and Secretary of DXC since the completion of the HPES Merger. Mr. Deckelman previously served as Executive Vice President and General Counsel of CSC. Mr. Deckelman joined CSC in January 2008 and served as Vice President, General Counsel and Secretary from 2008 to 2012, and as Executive Vice President and General Counsel from 2012 to August 2014. Prior to joining CSC, Mr. Deckelman served as Executive Vice President and General Counsel of Affiliated Computer Services Inc. from 2000 to 2008, and served as a director from 2000 to 2003, holding various executive positions there since 1989.

 

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Stephen Hilton has served as Executive Vice President, Global Delivery Organization of DXC since the completion of the HPES Merger. Mr. Hilton previously served as the Executive Vice President and General Manager, Global Infrastructure Services of CSC. Mr. Hilton joined CSC in 2015. Prior to joining CSC, from 2006 to 2014, Mr. Hilton served as Managing Director and Chief Information Officer, Technology Infrastructure Services, and as Head of Corporate Real Estate & Services at Credit Suisse. Prior to his tenure at Credit Suisse, Mr. Hilton served from 2003 to 2006 in an Information Technology leadership role at JP Morgan Chase. Prior to that, from 1996 to 2003, Mr. Hilton worked at CSC as a service delivery executive, technical architect and business development/sales director and was based in London, Singapore and New York.

Joanne Mason has served as Executive Vice President and Chief Human Resources Officer of DXC since the completion of the HPES Merger. Ms. Mason served as Chief Human Resource Officer and Vice President of CSC since March 2015. Ms. Mason joined CSC in March 2012 as Chief of Staff and Head of Change Management and Execution Office. Prior to joining CSC, from October 2006 to March 2012, Ms. Mason served as Chief of Staff and Operation Director at Misys plc. Ms. Mason previously served in various management roles at Zouk Capital from 2004 to 2006, Lendlease Group from 2002 to 2004 and Energis Communications Ltd. from 1999 to 2002.

Neil A. Manna has served as Senior Vice President, Corporate Controller and Principal Accounting Officer of DXC since the completion of the HPES Merger. Mr. Manna previously served as Principal Accounting Officer, Vice President and Controller of CSC. Mr. Manna joined CSC on June 7, 2016. Prior to joining CSC, he served as the Chief Accounting Officer and Senior Vice President of CA, Inc. from December 2008 to June 3, 2016. He served as Principal Accounting Officer and Vice President of Worldwide Accounting for RealNetworks, Inc. from July 2007 to November 2008. He served as the Chief Financial Officer of TimePlus Systems, LLC (formerly TimePlus, Inc.) from November 2005 to April 2007. From February 2000 to October 2005, he served as a Director of Finance for the Payroll Division of Intuit and Controller of Employee Matters, Inc. From July 1990 to February 2000 he served as the Principal Accounting Officer, Vice President of Finance, Controller and Treasurer of CHI Energy, Inc. He is a Certified Public Accountant and holds a Bachelor’s degree in Accounting and a Master’s degree in Business Administration.

 

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Item 1A.     RISK FACTORS

Any of the following risks could materially and adversely affect our business, financial condition, and results of operations, and the actual outcome of matters as to which forward-looking statements are made in this Annual Report. In such case, the trading price for DXC common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that DXC currently faces. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect our business, financial condition, and results of operations or the price of our common stock in the future. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Relating to Our Business

Achieving our growth objectives may prove unsuccessful. We may be unable to identify future attractive acquisitions and strategic partnerships, which may adversely affect our growth. In addition, if we are unable to integrate acquisitions and implement strategic partnerships or achieve anticipated revenue improvements and cost reductions, our profitability may be materially and adversely affected.

We may fail to complete strategic transactions. Closing strategic transactions is subject to uncertainties and risks, including the risk that we will be unable to satisfy conditions to closing, such as regulatory and financing conditions and the absence of material adverse changes to our business. In addition, our inability to successfully integrate the operations we acquire and leverage these operations to generate substantial cost savings, as well as our inability to avoid revenue erosion and earnings decline, could have a material adverse effect on our results of operations, cash flows and financial position. In order to achieve successful acquisitions, we will need to:

 

    successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;

 

    maintain third-party relationships previously established by acquired companies;

 

    attract and retain senior management and other key personnel at acquired businesses; and

 

    successfully manage new business lines, as well as acquisition-related workload.

We may not be successful in meeting these challenges or any others encountered in connection with historical and future acquisitions. In addition, the anticipated benefits of one or more acquisitions may not be realized and future acquisitions could require dilutive issuances of equity securities and/or the assumption of contingent liabilities. The occurrence of any of these events could adversely affect our business, financial condition and results of operations.

We have also entered into and intend to identify and enter into additional strategic partnerships with other industry participants that will allow us to expand our business. However, we may be unable to identify attractive strategic partnership candidates or complete these partnerships on terms favorable to us. In addition, if we are unable to successfully implement our partnership strategies or our strategic partners do not fulfill their obligations or otherwise prove disadvantageous to our business, our investments in these partnerships and our anticipated business expansion could be adversely affected.

Our ability to continue to develop and expand our service offerings to address emerging business demands and technological trends, including the demand for digital technologies and services, may impact our future growth. If we are not successful in meeting these business challenges, our results of operations and cash flows may be materially and adversely affected.

Our ability to implement solutions for our customers, incorporating new developments and improvements in technology that translate into productivity improvements for our customers, and our ability to develop digital and other new service offerings that meet current and prospective customers’ needs, as well as evolving industry standards, are critical to our success. The markets we serve are highly competitive and characterized by rapid technological change. Our competitors may develop solutions or services that make our offerings obsolete. Our ability to develop and implement up to date solutions utilizing new technologies that meet evolving customer needs in cloud, information technology outsourcing, consulting, industry software and solutions and application services markets in a timely or cost-effective manner will impact our ability to retain and attract customers and our future revenue growth and earnings.

 

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Our ability to compete in certain markets we serve is dependent on our ability to continue to expand our capacity in certain offshore locations. However, as our presence in these locations increases, we are exposed to risks inherent to these locations which may adversely affect our revenue and profitability.

A significant portion of our application outsourcing and software development activities has been shifted to India and we plan to continue to expand our presence there and in other lower cost locations. As a result, we are exposed to the risks inherent in operating in India or other locations including (1) a highly competitive labor market for skilled workers which may result in significant increases in labor costs, as well as shortages of qualified workers in the future and (2) the possibility that the U.S. Federal Government or the European Union may enact legislation that provides significant disincentives for customers to locate certain of their operations offshore, which would reduce the demand for the services we provide in such locations and may adversely impact our cost structure and profitability. In addition, India has experienced, and other countries may experience, political instability, civil unrest and hostilities with neighboring countries. Negative or uncertain political climates in countries or locations where we operate, including but not limited to military activity or civil hostilities, criminal activities and other acts of violence, infrastructure disruption, natural disasters or other conditions could adversely affect our operations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) and similar anti-bribery laws in other jurisdictions. We pursue opportunities in certain parts of the world that experience government corruption and in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Our internal policies mandate compliance with all applicable anti-bribery laws. We require our employees, partners, subcontractors, agents, and others to comply with the FCPA and other anti-bribery laws. There is no assurance that our policies or procedures will protect us against liability under the FCPA or other laws for actions taken by our employees and intermediaries. If we are found to be liable for FCPA violations (either due to our own acts or our omissions, or due to the acts or omissions of others), we could suffer from severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation, business, results of operations or cash flows. In addition, detecting, investigating and resolving actual or alleged violations of the FCPA or other anti-bribery violations is expensive and could consume significant time and attention of our senior management.

We could be held liable for damages, our reputation could suffer or we may experience service interruptions from security breaches, cyber attacks or disclosure of confidential information or personal data, which could cause significant financial loss.

As a provider of IT services to private and public sector customers operating in a number of regulated industries and countries, we store and process increasingly large amounts of data for our clients, including sensitive and personally identifiable information. We also manage IT infrastructure of our own and of clients. We possess substantial intellectual property. And, we collect and store certain personal and financial information from customers and employees.

At the same time, the continued occurrence of high-profile data breaches and cyber-attacks provides evidence of an external environment increasingly hostile to information and corporate security. Cybersecurity incidents can result from unintentional events or deliberate attacks by insiders or third parties, including criminals, competitors, nation-states, and hacktivists. Like other companies, we face an evolving array of cybersecurity and data security threats that pose risks to the company and our clients. We can also be harmed by attacks on third parties, such as denial-of-service attacks. We see regular unauthorized attempts to access our systems, which we evaluate for severity and frequency. Some of those attempts may succeed. It is possible that we could suffer a severe attack or incident, with serious impacts on the company.

We must expend capital and other resources to protect against attempted security breaches or cyber-attacks or to alleviate problems caused by successful breaches or attacks. We have a robust information security program and are undertaking cybersecurity planning and activities throughout the company. This includes the acquisition of technology and services, review and refinement of cybersecurity and data security policies and procedures and employee training, among many other investments. Senior management and the Board of Directors are appropriately and actively engaged in cybersecurity risk management by the Company.

 

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Our security measures are designed to identify and protect against security breaches and cyber-attacks; no threat incident identified to date has resulted in a material adverse effect on us or our customers. However, there is no perfect security system, and our failure to detect, prevent or adequately respond to a future threat incident could subject us to liability and reputational damage, and have a material adverse effect on our business. In addition, the cost and operational consequences of responding to breaches and cyber-attacks and implementing remediation measures could be significant.

We rely on internal and external information and technological systems to manage our operations and are exposed to risk of loss resulting from breaches in the security or other failures of these systems. Security breaches, or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our clients or our customers, could expose us to risk of loss of this information, regulatory scrutiny, actions and penalties, extensive contractual liability and other litigation, reputational harm, and a loss of customer confidence which could potentially have an adverse impact on future business with current and potential customers.

Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the algorithms that we use to protect our data and that of clients, including sensitive customer transaction data. A party who is able to circumvent our security measures and those of our contractors, partners and vendors could misappropriate proprietary information confidential data of us or our customers, employees and business partners or cause interruption in our or their operations.

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy ransomware, malware and other malicious software programs through phishing and other methods, that attack our products or otherwise exploit any security vulnerabilities of these products. In addition, sophisticated hardware and operating system software and applications produced or procured from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the security and operation of our systems, or harm those of third parties with whom we may interact. The costs to eliminate or alleviate cyber or other security problems, including ransomware, malware, bugs, malicious software programs and other security vulnerabilities, could be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers, which may impede our sales, distribution or other critical functions.

Increasing cybersecurity, data privacy and information security obligations around the world could also impose additional regulatory pressures on our customers’ businesses and, indirectly, on our operations, or lead to inquiries or enforcement actions. In the United States, we are seeing increasing obligations and expectations from federal and non-federal customers. In response, some of our customers have sought and may continue to seek, to contractually impose certain strict data privacy and information security obligations on us. Some of our customer contracts may not limit our liability for the loss of confidential information. If we are unable to adequately address these concerns, our business and results of operations could suffer.

Compliance with new privacy and security laws, requirements and regulations, such as the European Union General Data Protection Regulation which became effective in May 2018, where required or undertaken by us, may result in cost increases due to expanded compliance obligations, potential systems changes, the development of additional administrative processes and increased enforcement actions, fines and penalties. While we strive to comply with all applicable data protection laws and regulations, as well as internal privacy policies, any failure or perceived failure to comply or any misappropriation, loss or other unauthorized disclosure of sensitive or confidential information may result in proceedings or actions against us by government or other entities, private lawsuits against us (including class actions) or the loss of customers, which could potentially have an adverse effect on our business, reputation and results of operations.

 

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Portions of our infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive and resource intensive. Such disruptions could adversely impact our ability to fulfill orders and respond to customer requests and interrupt other processes. Delayed sales, lower margins or lost customers resulting from these disruptions could reduce our revenues, increase our expenses, damage our reputation, and adversely affect our stock price.

Our ability to raise additional capital for future needs may impact our ability to compete.

We currently maintain investment grade credit ratings with Moody’s Investors Service, Fitch Rating Services, and Standard & Poor’s Ratings Services. Our credit ratings are based upon information furnished by us or obtained by a rating agency from its own sources and are subject to revision, suspension or withdrawal by one or more rating agencies at any time. Rating agencies may review the ratings assigned to us due to developments that are beyond our control, including potential new standards requiring the agencies to reassess rating practices and methodologies. If changes in our credit ratings were to occur, it could result in higher interest costs under certain of our credit facilities. It would also cause our future borrowing costs to increase and limit our access to capital markets. Any downgrades could negatively impact the perception of our company by lenders and other third parties. In addition, certain of our major contracts provide customers with a right of termination in certain circumstances in the event of a rating downgrade below investment grade.

Information regarding our credit ratings is included in Part II, Item 7 of this Annual Report on Form 10-K under the caption “Liquidity and Capital Resources.”

We have a substantial amount of indebtedness, which could have a material adverse effect on our business, financial condition and results of operations.

We have a significant amount of indebtedness totaling approximately $8.4 billion as of March 31, 2018 (including capital lease obligations). We may incur substantial additional indebtedness in the future for many reasons, including to fund acquisitions. Our existing indebtedness, together with the incurrence of additional indebtedness and the restrictive covenants contained in, or expected to be contained in the documents evidencing such indebtedness, may, among other things:

 

    require the use of a substantial portion of our cash flow from operations to make debt service payments;

 

    limit the ability to obtain additional financing for working capital, capital expenditures, investments, acquisitions or other general business purposes;

 

    cause events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could require us to negotiate a waiver or could cause us to incur additional fees and expenses;

 

    subject us to the risk of increased sensitivity to interest rate increases in our outstanding variable-rate indebtedness and could cause our debt service obligations to increase significantly;

 

    increase the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability for debt financing; and

 

    place us at a competitive disadvantage compared to less leveraged competitors.

In addition, we could be unable to refinance our outstanding indebtedness on reasonable terms or at all.

 

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Our primary markets are highly competitive. If we are unable to compete in these highly competitive markets, our results of operations may be materially and adversely affected.

Our competitors include large, technically competent and well capitalized companies, some of which have emerged as a result of industry consolidation, as well as “pure-play” companies that have a single product focus. This competition may place downward pressure on operating margins in our industry, particularly for technology outsourcing contract extensions or renewals. As a result, we may not be able to maintain our current operating margins, or achieve favorable operating margins, for technology outsourcing contracts extended or renewed in the future. If we fail to effectively reduce our cost structure during periods with declining margins, our results of operations may be adversely affected.

We encounter aggressive competition from numerous and varied competitors. Our competitiveness is based on factors including technology, innovation, performance, price, quality, reliability, brand, reputation, range of products and services, account relationships, customer training, service and support and security. If we are unable to compete based on such factors, our results of operations and business prospects could be harmed. We have a large portfolio of services and we need to allocate financial, personnel and other resources across all services while competing with companies that have smaller portfolios or specialize in one or more of our service lines. As a result, we may invest less in certain business areas than our competitors do, and competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to our services. Industry consolidation may also affect competition by creating larger, more homogeneous and potentially stronger competitors in the markets in which we operate. Additionally, competitors may affect our business by entering into exclusive arrangements with existing or potential customers or suppliers.

Companies with whom we have alliances in certain areas may be or become competitors in other areas. In addition, companies with whom we have alliances also may acquire or form alliances with competitors, which could reduce their business with us. If we are unable to effectively manage these complicated relationships with alliance partners, our business and results of operations could be adversely affected.

We face aggressive price competition and may have to lower prices to stay competitive, while simultaneously seeking to maintain or improve revenue and gross margin. In addition, competitors who have a greater presence in some of the lower-cost markets in which we compete, or who can obtain better pricing, more favorable contractual terms and conditions, may be able to offer lower prices than we are able to offer. Our cash flows, results of operations and financial condition may be adversely affected by these and other industry-wide pricing pressures.

The terms of the Separation and Distribution Agreement in connection with the HPES Merger included non-competition provisions pursuant to which DXC and HPE generally agreed not to compete in certain product and service categories for two years. In addition, HPE is party to a Separation and Distribution Agreement with HP that restricts HPE and the HPES business from engaging in certain activities that compete with HP until October 31, 2018. The foregoing restrictions may limit our ability to engage in certain activities, may potentially lead to disputes and may materially and adversely affect our business, financial condition and results of operations.

If we are unable to accurately estimate the cost of services and the timeline for completion of contracts, the profitability of our contracts may be materially and adversely affected.

Our commercial contracts are typically awarded on a competitive basis. Our bids are based upon, among other items, the expected cost to provide the services. We generally provide services under time and materials contracts, unit price contracts, fixed-price contracts, and multiple-element software sales. We are dependent on our internal forecasts and predictions about our projects and the marketplace and, to generate an acceptable return on our investment in these contracts, we must be able to accurately estimate our costs to provide the services required by the contract and to complete the contracts in a timely manner. We face a number of risks when pricing our contracts, as many of our projects entail the coordination of operations and workforces in multiple locations and utilizing workforces with different skill sets and competencies across geographically diverse service locations. In addition, revenues from some of our contracts are recognized using the percentage-of-completion method, which requires estimates of total costs at completion, fees earned on the contract, or both. This estimation process, particularly due to the technical nature of the services being performed and the long-term nature of certain contracts, is complex and involves significant judgment. Adjustments to original estimates are

 

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often required as work progresses, experience is gained, and additional information becomes known, even though the scope of the work required under the contract may not change. If we fail to accurately estimate our costs or the time required to complete a contract, the profitability of our contracts may be materially and adversely affected.

Some IT outsourcing services agreements contain pricing provisions that permit a client to request a benchmark study by a mutually acceptable third party. The benchmarking process typically compares the contractual price of services against the price of similar services offered by other specified providers in a peer comparison group, subject to agreed-upon adjustment, and normalization factors. Generally, if the benchmarking study shows that the pricing differs from the peer group outside a specified range, and the difference is not due to the unique requirements of the client, then the parties will negotiate in good faith appropriate adjustments to the pricing. This may result in the reduction of rates for the benchmarked services performed after the implementation of those pricing adjustments, which could harm the financial performance of our services business.

Some IT service agreements require significant investment in the early stages that is expected to be recovered through billings over the life of the agreement. These agreements often involve the construction of new IT systems and communications networks and the development and deployment of new technologies. Substantial performance risk exists in each agreement with these characteristics, and some or all elements of service delivery under these agreements are dependent upon successful completion of the development, construction, and deployment phases. Failure to perform satisfactorily under these agreements may expose us to legal liability, result in the loss of customers or harm our reputation, which could harm the financial performance of our IT services business.

Performance under contracts, including those on which we have partnered with third parties, may be adversely affected if we or the third parties fail to deliver on commitments or if we incur legal liability in connection with providing our services and solutions.

Our contracts are complex and, in some instances, may require that we partner with other parties, including software and hardware vendors, to provide the complex solutions required by our customers. Our ability to deliver the solutions and provide the services required by our customers is dependent on our and our partners’ ability to meet our customers’ delivery schedules. If we or our partners fail to deliver services or products on time, our ability to complete the contract may be adversely affected. Additionally, our customers may perform audits or require us to perform audits and provide audit reports with respect to the controls and procedures that we use in the performance of services for such customers. Our ability to acquire new customers and retain existing customers may be adversely affected and our reputation could be harmed if we receive a qualified opinion, or if we cannot obtain an unqualified opinion in a timely manner, with respect to our controls and procedures in connection with any such audit. We could also incur liability if our controls and procedures, or the controls and procedures we manage for a customer, were to result in an internal control failure or impair our customer’s ability to comply with its own internal control requirements. If we or our partners fail to meet our contractual obligations or otherwise breach obligations to our customers, we could be subject to legal liability, which may have a material and adverse impact on our revenues and profitability.

Our ability to provide customers with competitive services is dependent on our ability to attract and retain qualified personnel.

Our ability to grow and provide our customers with competitive services is partially dependent on our ability to attract and retain highly motivated people with the skills necessary to serve our customers. The markets we serve are highly competitive and competition for skilled employees in the technology outsourcing, consulting, and systems integration and enterprise services markets is intense for both onshore and offshore locales. The loss of personnel could impair our ability to perform under certain contracts, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

We also must manage leadership development and succession planning throughout our business. The loss of our key personnel, coupled with an inability to adequately develop and train personnel and assimilate key new hires or promoted employees could have a material adverse effect on relationships with third parties, our financial condition and results of operations.

 

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In addition, due to the HPES Merger, uncertainty around future employment opportunities, facility locations, organizational and reporting structures, and other related concerns may impair our ability to attract and retain qualified personnel. If employee attrition is higher than expected due to difficulties encountered in the integration process, it may adversely impact our ability to realize the anticipated benefits of the HPES Merger.

If we do not hire, train, motivate, and effectively utilize employees with the right mix of skills and experience in the right geographic regions and for the right offerings to meet the needs of our clients, our financial performance could suffer. For example, if our employee utilization rate is too low, our profitability, and the level of engagement of our employees could decrease. If that utilization rate is too high, it could have an adverse effect on employee engagement and attrition and the quality of the work performed, as well as our ability to staff projects. If we are unable to hire and retain enough employees with the skills or backgrounds needed to meet current demand, we may need to redeploy existing personnel, increase our reliance on subcontractors or increase employee compensation levels, all of which could also negatively affect our profitability. In addition, if we have more employees than necessary with certain skill sets or in certain geographies, we may incur increased costs as we work to rebalance our supply of skills and resources with client demand in those geographies.

Our international operations are exposed to risks, including fluctuations in exchange rates, which may be beyond our control.

Our exposure to currencies other than the U.S. dollar may impact our results, as they are expressed in U.S. dollars. Currency variations also contribute to variations in sales of products and services in affected jurisdictions. For example, in the event that one or more European countries were to replace the Euro with another currency, sales in that country or in Europe generally may be adversely affected until stable exchange rates are established. While historically we have partially mitigated currency risk, including exposure to fluctuations in currency exchange rates, by matching costs with revenues in a given currency, our exposure to fluctuations in other currencies against the U.S. dollar increases as revenue in currencies other than the U.S. dollar increase and as more of the services we provide are shifted to lower cost regions of the world. Approximately 56% of revenues earned during fiscal 2018 were derived from sales denominated in currencies other than the U.S. dollar and are expected to continue to represent a significant portion of our revenues. Also, we believe that our ability to match revenues and expenses in a given currency will decrease as more work is performed at offshore locations.

We may use forward and option contracts to protect against currency exchange rate risks. The effectiveness of these hedges will depend on our ability to accurately forecast future cash flows, which may be particularly difficult during periods of uncertain demand and highly volatile exchange rates. We may incur significant losses from our hedging activities due to factors such as demand volatility and currency variations. In addition, certain or all of our hedging activities may be ineffective, may expire and not be renewed or may not offset the adverse financial impact resulting from currency variations. Losses associated with hedging activities may also impact our revenues and to a lesser extent our cost of sales and financial condition.

In June 2016, the United Kingdom held a referendum in which British citizens voted to exit from the European Union, commonly referred to as “Brexit.” In March 2017, the U.K. government initiated a process to withdraw from the European Union and began negotiating the terms of its separation. Current uncertainty over the negotiations between the United Kingdom and the European Union may adversely affect our operations and financial results. Risks we associate with Brexit include, for example, that Brexit could potentially result in restrictions on the movement of capital and the mobility of personnel between the remaining 27 European Union states and the United Kingdom, in addition to volatility in currency exchange rates. Brexit also creates uncertainty in areas currently regulated by European Union law, such as cross border data transfers. Brexit is also expected to lead to short- and medium-term uncertainty in future trade arrangements between U.K.-based operations and the various European Union markets that they serve.

 

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Our future business and financial performance could suffer due to a variety of international factors, including:

 

    ongoing instability or changes in a country’s or region’s economic or geopolitical and security conditions, including inflation, recession, interest rate fluctuations, and actual or anticipated military or political conflict, civil unrest, crime, political instability, human rights concerns, and terrorist activity;

 

    natural or man-made disasters, industrial accidents, public health issues, cybersecurity incidents, interruptions of service from utilities, transportation or telecommunications providers, or other catastrophic events;

 

    longer collection cycles and financial instability among customers;

 

    trade regulations and procedures and actions affecting production, pricing and marketing of products, including policies adopted by countries that may champion or otherwise favor domestic companies and technologies over foreign competitors;

 

    local labor conditions and regulations;

 

    managing our geographically dispersed workforce;

 

    changes in the international, national or local regulatory and legal environments;

 

    differing technology standards or customer requirements;

 

    difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner and

 

    changes in tax laws.

Our business operations are subject to various and changing federal, state, local and foreign laws and regulations that could result in costs or sanctions that adversely affect our business and results of operations.

We operate in approximately 70 countries in an increasingly complex regulatory environment. Among other things, we provide complex industry specific insurance processing in the United Kingdom, which is regulated by authorities in the United Kingdom. and elsewhere, such as the U.K.’s Financial Conduct Authority and Her Majesty’s Treasury and the U.S. Department of Treasury, which increases our exposure to compliance risk. For example, in February 2017, CSC submitted an initial notification of voluntary disclosure to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) regarding certain possible violations of U.S. sanctions laws pertaining to insurance premium data and claims data processed by two partially-owned joint ventures of Xchanging, which CSC acquired during the first quarter of fiscal 2017. A copy of the disclosure was also provided to Her Majesty’s Treasury Office of Financial Sanctions Implementation in the United Kingdom. Our related internal investigation is continuing, and we have undertaken to cooperate with and provide a full report of our findings to OFAC when completed. Our retail investment account management business in Germany is another example of a regulated business, which must maintain a banking license, is regulated by the German Federal Financial Supervisory Authority and the European Central Bank and must comply with German banking laws and regulations.

In addition, businesses in the countries in which we operate are subject to local, legal and political environments and regulations including with respect to employment, tax, statutory supervision and reporting and trade restriction. These regulations and environments are also subject to change.

Adjusting business operations to changing environments and regulations may be costly and could potentially render the particular business operations uneconomical, which may adversely affect our profitability or lead to a change in the business operations. Notwithstanding our best efforts, we may not be in compliance with all regulations in the countries in which we operate at all times and may be subject to sanctions, penalties or fines as a result. These sanctions, penalties or fines may materially and adversely impact our profitability.

 

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We may not achieve some or all of the expected benefits of our restructuring plans and our restructuring may adversely affect our business.

Our Board of Directors has approved several restructuring plans to realign our cost structure due to the changing nature of our business and to achieve operating efficiencies to reduce our costs. We may not be able to obtain the costs savings and benefits that were initially anticipated in connection with our restructuring plans. Additionally, as a result of our restructuring, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods. Reorganization and restructuring can require a significant amount of management and other employees’ time and focus, which may divert attention from operating and growing our business. If we fail to achieve some or all of the expected benefits of restructuring, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows. For more information about our restructuring plans, see Note 19 - “Restructuring Costs”.

In the course of providing services to customers, we may inadvertently infringe on the intellectual property rights of others and be exposed to claims for damages.

The solutions we provide to our customers may inadvertently infringe on the intellectual property rights of third parties resulting in claims for damages against us or our customers. Our contracts generally indemnify our clients from claims for intellectual property infringement for the services and equipment we provide under the applicable contracts. We also indemnify certain vendors and customers against claims of intellectual property infringement made by third parties arising from the use by such vendors and customers of software products and services and certain other matters. Some of the applicable indemnification arrangements may not be subject to maximum loss clauses. The expense and time of defending against these claims may have a material and adverse impact on our profitability. If we lose our ability to continue using any such services and solutions because they are found to infringe the rights of others, we will need to obtain substitute solutions or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions. Our inability to replace such solutions, or to replace such solutions in a timely or cost-effective manner, could materially adversely affect our results of operations. Additionally, the publicity resulting from infringing intellectual property rights may damage our reputation and adversely impact our ability to develop new business.

We may be exposed to negative publicity and other potential risks if we are unable to achieve and maintain effective internal controls over financial reporting.

The Sarbanes-Oxley Act of 2002 and the related regulations require our management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There can be no assurance that all control issues or fraud will be detected. In connection with the HPES Merger, and as we continue to grow our business, our internal controls continue to become more complex and require more resources.

Any failure to maintain effective controls could prevent us from timely and reliably reporting financial results and may harm our operating results. In addition, if we are unable to conclude that we have effective internal control over financial reporting or, if our independent registered public accounting firm is unable to provide an unqualified report as to the effectiveness of our internal control over financial reporting, as of each fiscal year end, we may be exposed to negative publicity, which could cause investors to lose confidence in our reported financial information. Any failure to maintain effective internal controls and any such resulting negative publicity may negatively affect our business and stock price.

 

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Additionally, the existence of any material weaknesses or significant deficiencies would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us and the market price of our common stock.

We could suffer additional losses due to asset impairment charges.

We acquired a substantial quantity of goodwill and other intangibles as a result of the HPES Merger, increasing our exposure to this risk. We test our goodwill for impairment during the second quarter of every year and on an interim date should events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. If the fair value of a reporting unit is revised downward due to declines in business performance or other factors, an impairment could result and a non-cash charge could be required. We test intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This assessment of the recoverability of finite-lived intangible assets could result in an impairment and a non-cash charge could be required.

We also test certain equipment and deferred cost balances associated with contracts when the contract is materially underperforming or is expected to materially underperform in the future, as compared to the original bid model or budget. If the projected cash flows of a particular contract are not adequate to recover the unamortized cost balance of the asset group, the balance is adjusted in the tested period based on the contract’s fair value. Either of these impairments could materially affect our reported net earnings.

We may not be able to pay dividends or repurchase shares of our common stock in accordance with our announced intent or at all.

On April 3, 2017, we announced the establishment of a share repurchase plan approved by the Board of Directors with an initial authorization of up to $2.0 billion for future repurchases of outstanding shares of our common stock. Likewise, during fiscal 2018 we paid quarterly cash dividends to our stockholders in accordance with our announced dividend policy for fiscal 2018. We intend to continue to pay a quarterly cash dividend during fiscal 2019 but the declaration and payment of future dividends, the amount of any such dividends, and the establishment of record and payment dates for dividends, if any, are subject to final determination by our Board of Directors after review of our current strategy and financial performance and position, among other things.

The Board of Directors’ determinations regarding dividends and share repurchases will depend on a variety of factors, including net income, cash flow generated from operations, amount and location of our cash and investment balances, overall liquidity position and potential alternative uses of cash, such as acquisitions, as well as economic conditions and expected future financial results. There can be no guarantee that we will achieve our financial goals in the amounts or within the expected time frame, or at all. Our ability to declare future dividends will depend on our future financial performance, which in turn depends on the successful implementation of our strategy and on financial, competitive, regulatory and other factors, general economic conditions, demand and prices for our services and other factors specific to our industry or specific projects, many of which are beyond our control. Therefore, our ability to generate cash flow depends on the performance of our operations and could be limited by decreases in our profitability or increases in costs, regulatory changes, capital expenditures or debt servicing requirements.

Any failure to achieve our financial goals could negatively impact our reputation, harm investor confidence in us, and cause the market price of our common stock to decline.

We are defendants in pending litigation that may have a material and adverse impact on our profitability and liquidity.

As noted in Note 20 - “Commitments and Contingencies”, we are currently party to a number of disputes that involve or may involve litigation. We are not able to predict the ultimate outcome of these disputes or the actual

 

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impact of these matters on our profitability. If we agree to settle these matters or judgments are secured against us, we may incur liabilities that may have a material and adverse impact on our liquidity and earnings.

We may be adversely affected by disruptions in the credit markets, including disruptions that reduce our customers’ access to credit and increase the costs to our customers of obtaining credit.

The credit markets have historically been volatile and therefore it is not possible to predict the ability of our clients and customers to access short-term financing and other forms of capital. If a disruption in the credit markets were to occur, it could pose a risk to our business if customers or suppliers are unable to obtain financing to meet payment or delivery obligations to us. In addition, customers may decide to downsize, defer or cancel contracts which could negatively affect our revenues.

Further, as of March 31, 2018, we have $3.6 billion of floating rate debt, of which a portion has been swapped to fixed rate debt. Accordingly, a spike in interest rates could adversely affect our results of operations and cash flows.

Our hedging program is subject to counterparty default risk.

We enter into foreign currency forward and option contracts and interest rate swaps with a number of counterparties. As a result, we are subject to the risk that the counterparty to one or more of these contracts defaults on its performance under the contract. During an economic downturn, the counterparty’s financial condition may deteriorate rapidly and with little notice and we may be unable to take action to protect our exposure. In the event of a counterparty default, we could incur significant losses, which may harm our business and financial condition. In the event that one or more of our counterparties becomes insolvent or files for bankruptcy, our ability to eventually recover any losses suffered as a result of that counterparty’s default may be limited by the liquidity of the counterparty.

We derive significant revenues and profit from contracts awarded through competitive bidding processes, which can impose substantial costs on us and we may not achieve revenue and profit objectives if we fail to bid on these projects effectively.

We derive significant revenues and profit from government contracts that are awarded through competitive bidding processes. We expect that most of the non-U.S. government business we seek in the foreseeable future will be awarded through competitive bidding. Competitive bidding is expensive and presents a number of risks, including:

 

    the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may or may not be awarded to us;

 

    the need to estimate accurately the resources and costs that will be required to service any contracts we are awarded, sometimes in advance of the final determination of their full scope and design;

 

    the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding;

 

    the requirement to resubmit bids protested by our competitors and in the termination, reduction, or modification of the awarded contracts; and

 

    the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.

If our customers experience financial difficulties, we may not be able to collect our receivables, which would materially and adversely affect our profitability.

Over the course of a long-term contract, a customer’s financial condition may decline and lower its ability to pay its obligations. This would cause our cash collections to decrease and bad debt expense to increase. While we may resort to alternative methods to pursue claims or collect receivables, these methods are expensive and time consuming and successful collection is not guaranteed. Failure to collect our receivables or prevail on claims would have an adverse effect on our profitability and cash flows.

 

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Failure to comply with customer contracts or government contracting regulations or requirements could adversely affect our business and results of operations.

Contracts with customers may include unique and specialized performance requirements. In particular, our contracts with federal, state, provincial, and local governmental customers are generally subject to various procurement regulations, contract provisions, and other requirements relating to their formation, administration, and performance, including the maintenance of necessary security clearances. Contracts with U.S. government agencies are also subject to audits and investigations, which may include a review of performance on contracts, pricing practices, cost structure, and compliance with applicable laws and regulations.

Any failure on our part to comply with the specific provisions in customer contracts or any violation of government contracting regulations or other requirements could result in the imposition of various civil and criminal penalties, which may include termination of contracts, forfeiture of profits, suspension of payments, and, in the case of government contracts, fines and suspension from future government contracting. Such failures could also cause reputational damage to our business. In addition, we may be subject to qui tam litigation brought by private individuals on behalf of the government relating to government contracts, which could include claims for treble damages. Further, any negative publicity with respect to customer contracts or any related proceedings, regardless of accuracy, may damage our business by harming our ability to compete for new contracts.

Contracts with the U.S. federal government and related agencies are also subject to issues with respect to federal budgetary and spending limits or matters. Any changes to the fiscal policies of the U.S. federal government may decrease overall government funding, result in delays in the procurement of products and services due to lack of funding, cause the U.S. federal government and government agencies to reduce their purchases under existing contracts, or cause them to exercise their rights to terminate contracts at- will or to abstain from exercising options to renew contracts, any of which would have an adverse effect on our business, financial condition, results of operations and/or cash flows.

If our customer contracts are terminated, if we are suspended or disbarred from government work, or our ability to compete for new contracts is adversely affected, our financial performance could suffer.

Recent U.S. tax legislation may materially affect our financial condition, results of operations and cash flows.

Recently enacted U.S. tax legislation has significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, imposing a one-time transition tax (or “repatriation tax”) on all undistributed earnings and profits of certain U.S.-owned foreign corporations, revising the rules governing net operating losses and the rules governing foreign tax credits, and introducing new anti-base erosion provisions. Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Department of the Treasury and Internal Revenue Service (“IRS”), any of which could lessen or increase certain impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

While our analysis and interpretation of this legislation is ongoing, based on our current evaluation, we recorded a provisional reduction of our deferred income tax liabilities resulting in a material non-cash benefit to earnings during fiscal 2018, the period in which the tax legislation was enacted, which may be subject to further adjustment in subsequent periods throughout fiscal 2019 in accordance with recent interpretive guidance issued by the SEC. Additionally, the repatriation tax resulted in a material amount of additional U.S. tax liability, the amount of which is reflected as tax expense in fiscal 2018, when the tax legislation was enacted, despite the fact that the resulting tax may be paid over eight years. Further, there may be other material adverse effects resulting from the legislation that we have not yet identified.

While some of the changes made by the tax legislation may adversely affect the Company in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to

 

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work with our tax advisors to determine the full impact that the recent tax legislation as a whole will have on us. We urge our investors to consult with their legal and tax advisors with respect to such legislation and the potential tax consequences of investing in our securities.

Changes in our tax rates could affect our future results.

Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or by changes in tax laws or their interpretation. We are subject to the continuous examination of our income tax returns by the IRS and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance that the outcomes from these examinations will not have a material adverse effect on our financial condition and operating results.

Risks Related to the HPES Merger

We may not realize the anticipated benefits from the HPES Merger.

There can be no assurance that we will be able to realize the intended benefits of the HPES Merger or that we will perform as anticipated. Specifically, the HPES Merger could cause disruptions in the combined company’s business, including by disrupting operations or causing customers to delay or to defer decisions to purchase products or renew contracts or to end their relationships. Similarly, it is possible that current or prospective employees could experience uncertainty about their future roles, which could harm our ability to attract and retain key personnel.

Our success in realizing cost and revenues synergies, growth opportunities, and other financial and operating benefits as a result of the HPES Merger, and the timing of this realization, depends on the successful integration of our business operations. Even if we successfully integrate, we cannot predict with certainty if or when these cost and revenue synergies, growth opportunities and benefits will occur, or the extent to which they actually will be achieved. For example, the benefits from the HPES Merger may be offset by costs incurred in integrating CSC and HPES or in required capital expenditures related to the business combination with HPES. In addition, the quantification of previously announced synergies expected to result from the HPES Merger is based on significant estimates and assumptions that are subjective in nature and inherently uncertain. Realization of any benefits and synergies could be affected by a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs, regulatory developments and other risks. The amount of synergies actually realized, if any, and the time periods in which any such synergies are realized, could differ materially from the expected synergies, regardless of whether the two business operations are combined successfully. If the integration is unsuccessful or if we are unable to realize the anticipated synergies and other benefits of the HPES Merger, there could be a material adverse effect on our business, financial condition and results of operations.

Our business and financial performance could suffer if we do not manage properly the risks associated with the HPES Merger.

The HPES business relies on its ability to retain significant services clients and maintain or increase the level of revenues from these clients. Before the HPES Merger, HPES was in the process of addressing challenges relating to the market shift to cloud-related IT infrastructure, software, and services. HPES was experiencing commoditization in the IT infrastructure services business market that is placing pressure on traditional information technology outsourcing pricing and cost structures. There is also an industrywide shift to highly automated, asset-light delivery of IT infrastructure and applications leading to headcount consolidation. To be successful in addressing these challenges, our integration of HPES must continue executing on the HPES multi-year turnaround plan, which includes a cost reduction initiative to align its costs with its revenue trajectory, a focus on new logo wins and strategic enterprise services, and initiatives to improve execution in sales performance and accountability, contracting practices and pricing. If we do not succeed in these efforts, or if these efforts are more costly or time consuming than expected, the HPES business and results of operations may be adversely affected.

 

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Our results may be negatively affected if we are unable to adequately replace or provide resources formerly provided by HPE, or replace them at the same or lower cost.

HPES has historically received benefits and services from HPE. While HPE agreed to provide certain transition services to us for a period following the HPES Merger, it cannot be assured that we will be able to adequately replace or provide resources formerly provided by HPE, or replace them at the same or lower cost. If we are not able to replace the resources provided by HPE or are unable to replace them without incurring significant additional costs or are delayed in replacing the resources provided by HPE, or if the potential customers or other partners of the HPES business do not view our business relationships as equivalent to HPE’s, our results of operations may be harmed.

In connection with the HPES Merger, HPE and DXC and, in some cases, CSC, entered into several agreements that govern the relationship between the parties going forward, including an Employee Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement, a Transition Services Agreement, and a Real Estate Matters Agreement. Changes in the strategic direction of HPE, or any successor of HPE, could, over time, impact the positioning and offerings of HPE’s brands and programs, including those being made available to us.

The integration following the HPES Merger may present significant challenges.

There is a significant degree of difficulty inherent in the process of integrating HPES and CSC. These difficulties include:

 

    integration activities while carrying on ongoing operations;

 

    the challenge of integrating the business cultures of HPES and CSC;

 

    the challenge and cost of integrating certain IT systems and other systems; and

 

    the potential difficulty in retaining key officers and other personnel.

The ongoing process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of our businesses. Members of senior management may be required to devote considerable amounts of time to this integration process, which would decrease the time they have to manage our business, service existing businesses and develop new services or strategies. In addition, certain existing contractual restrictions limit the ability to engage in certain integration activities for varying periods after the HPES Merger. There is no assurance we will be able to continue to manage this integration to the extent or in the time horizon anticipated, particularly given the larger scale of the HPES business in comparison to CSC’s business. If senior management is not able to timely and effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer. The delay or inability to achieve anticipated integration goals could have a material adverse effect on our business, financial condition and results of operations after the HPES Merger.

The unaudited pro forma condensed combined financial information of CSC and HPES is not intended to reflect what actual results of operations would have been had CSC and HPES been a combined company for the periods presented, and therefore these results may not be indicative of DXC’s future operating performance.

The unaudited pro forma condensed combined financial information presented in this document is for illustrative purposes only and is based in part on certain assumptions regarding the HPES Merger that management believes are reasonable.

The business combination involving CSC and HPES was a reverse merger acquisition, with HPES deemed the legal acquirer in this combination and CSC deemed the acquirer for accounting purposes under GAAP. The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or transaction- related costs or incremental capital spend that management believes are necessary to realize the anticipated synergies from the HPES Merger. Accordingly, the pro forma financial information included in this document does not reflect what DXC’s results of operations or operating condition would have been had CSC and HPES been a consolidated entity during all periods presented, or what DXC’s results of operations and financial condition will be in the future.

 

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We could have an indemnification obligation to HPE if the stock distribution in connection with the HPES business separation (the “Distribution”) were determined not to qualify for tax-free treatment, which could materially adversely affect our financial condition.

If, due to any of our representations being untrue or our covenants being breached, the Distribution was determined not to qualify for tax-free treatment under Section 355 of the Internal Revenue Code (the “Code”), HPE would generally be subject to tax as if it sold the DXC common stock in a taxable transaction, which could result in a material tax liability. In addition, each HPE stockholder who received DXC common stock in the Distribution would generally be treated as receiving a taxable Distribution in an amount equal to the fair market value of the DXC common stock received by the stockholder in the Distribution.

In addition, the Distribution would be taxable to HPE (but not to HPE stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of HPE or us, directly or indirectly (including through acquisitions of our stock after the HPES Merger), as part of a plan or series of related transactions that includes the Distribution. In addition, Section 355(e) of the Code generally creates a presumption that any direct or indirect acquisition of stock of HPE or us within two years before or after the Distribution is part of a plan that includes the Distribution, although the parties may be able to rebut that presumption in certain circumstances. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. If the IRS were to determine that direct or indirect acquisitions of stock of HPE or us, either before or after the Distribution, were part of a plan that includes the Distribution, such determination could cause Section 355(e) of the Code to apply to the Distribution, which could result in a material tax liability.

Under the Tax Matters Agreement, we were required to indemnify HPE against taxes resulting from the

Distribution or certain aspects of the HPES Merger arising as a result of an Everett Tainting Act (as defined in the Tax Matters Agreement). If we were required to indemnify HPE for taxes resulting from an Everett Tainting Act, that indemnification obligation would likely be substantial and could materially adversely affect our financial condition.

To address compliance with Section 355(e) of the Code, in the Tax Matters Agreement, we agreed to certain restrictions that may limit our ability to pursue certain strategic transactions or engage in other transactions, including stock issuances, certain asset dispositions, mergers, consolidations and other strategic transactions for a period of time following the HPES Merger. As a result, we may determine to forgo certain transactions that otherwise could be advantageous.

If the HPES Merger does not qualify as a reorganization under Section 368(a) of the Code, CSC’s former stockholders may incur significant tax liabilities.

The completion of the HPES Merger was conditioned upon the receipt by HPE and CSC of opinions of counsel to the effect that, for U.S. federal income tax purposes, the HPES Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “HPES Merger Tax Opinions”). The parties did not seek a ruling from the IRS regarding such qualification. The HPES Merger Tax Opinions were based on current law and relied upon various factual representations and assumptions, as well as certain undertakings made by HPE, HPES and CSC. If any of those representations or assumptions is untrue or incomplete in any material respect or any of those undertakings is not complied with, or if the facts upon which the HPES Merger Tax Opinions are based are materially different from the actual facts that existed at the time of the HPES Merger, the conclusions reached in the HPES Merger Tax Opinions could be adversely affected and the HPES Merger may not qualify for tax-free treatment. Opinions of counsel are not binding on the IRS or the courts. No assurance can be given that the IRS will not challenge the conclusions set forth in the HPES Merger Tax Opinions or that a court would not sustain such a challenge. If the HPES Merger were determined to be taxable, previous holders of CSC common stock would be considered to have made a taxable disposition of their shares to HPES, and such stockholders would generally recognize taxable gain or loss on their receipt of HPES common stock in the HPES Merger.

 

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We assumed certain material pension benefit obligations in connection with the HPES Merger. These liabilities and the related future funding obligations could restrict our cash available for operations, capital expenditures and other requirements, and may materially adversely affect our financial condition and liquidity.

Pursuant to the Employee Matters Agreement entered into in connection with the HPES Merger, while HPE retained all U.S. defined benefit pension plan liabilities, DXC retained all liabilities relating to the International Retirement Guarantee (“IRG”) programs for all HPES employees. The IRG is a non-qualified retirement plan for employees who transfer internationally at the request of the HPE Group. The IRG determines the country of guarantee, which is generally the country in which an employee has spent the longest portion of his or her career with the HPE Group, and the present value of a full career benefit for the employee under the HPE defined benefit pension plan and social security or social insurance system in the country of guarantee. The IRG then offsets the present value of the retirement benefits from plans and social insurance systems in the countries in which the employee earned retirement benefits for his or her total period of HPE Group employment. The net benefit value is payable as a single sum as soon as practicable after termination or retirement. This liability could restrict cash available for our operations, capital expenditures and other requirements, and may materially affect our financial condition and liquidity.

In addition, pursuant to the Employee Matters Agreement, DXC assumed certain other defined benefit pension liabilities in a number of non-U.S. countries (including the United Kingdom, Germany and Switzerland). Unless otherwise agreed or required by local law, where a defined benefit pension plan was maintained solely by a member of the HPES business, DXC assumed all assets and liabilities arising out of those non-U.S. defined benefit pension plans, and where a defined benefit pension plan was not maintained solely by a member of the HPES business, DXC assumed all assets and liabilities for those eligible HPES employees in connection with the HPES Merger. These liabilities and the related future payment obligations could restrict cash available for our operations, capital expenditures and other requirements, and may materially affect our financial condition and liquidity.

Risks Related to the Proposed USPS Separation and Mergers

The proposed USPS Separation and Mergers are contingent upon the satisfaction of a number of conditions, and the USPS Separation and Mergers may not be consummated on the terms or timeline currently contemplated.

On October 11, 2017, our board of directors unanimously approved a plan to spin off our USPS business and combine it with Vencore and KeyPoint to form a separate, independent publicly traded company named Perspecta Inc. (“Perspecta”) to serve U.S. public sector clients.

As previously announced, aspects of the proposed USPS Separation and Mergers are expected to include: (1) the transfer by DXC of certain subsidiary entities holding our USPS business to Perspecta (the “USPS Reorganization”); (2) the receipt by DXC of cash and/or Perspecta debt securities in an aggregate amount of $984 million, which reflects the transaction consideration of $1.05 billion less $66 million in principal amount of debt that will remain outstanding at a subsidiary of Perspecta as part of the USPS Reorganization (the “Distribution Consideration”); (3) the distribution by DXC to its stockholders of all of the issued and outstanding shares of common stock, par value $0.01 per share, of Perspecta by way of a pro rata dividend (the “Distribution,” and together with the USPS Reorganization, the “USPS Separation”); and (4) the acquisition of Vencore and KeyPoint by Perspecta in exchange for Perspecta common shares and approximately $400 million of cash merger consideration (the “Mergers”). Upon consummation of the USPS Separation and Mergers, DXC shareholders are expected to own approximately 86% of Perspecta’s common shares, and funds managed by Veritas Capital and its affiliates are expected to own approximately 14% of the Perspecta’s common shares. In addition, a subsidiary of Perspecta will retain contractual capitalized lease obligations with an aggregate outstanding balance up to $300 million, net of cash payments from DXC.

The terms and conditions of the USPS Separation and Mergers are as set forth in the Perspecta Merger Agreement and, further to the Perspecta Merger Agreement, other separation agreements to be entered into by and between DXC and Perspecta prior to completion of the USPS Separation and Mergers (the “Separation Agreements”).

 

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The consummation of the Mergers is subject to certain conditions, including (i) the completion of the USPS Reorganization, the payment of the Distribution Consideration, and the completion of the Distribution, (ii) the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which was satisfied on December 22, 2017, (iii) the effectiveness of the registration statement filed with the Securities and Exchange Commission, which was satisfied on May 2, 2018, and the approval for listing on the New York Stock Exchange or the NASDAQ Global Market of the shares of Perspecta common stock to be issued in the Distribution, which was satisfied on April 30, 2018, (iv) the accuracy of the parties’ representations and warranties and the performance of their respective covenants contained in the Perspecta Merger Agreement, and (v) our receipt of an opinion of tax counsel to the effect that the USPS Separation should qualify as a tax-free transaction for U.S. federal income tax purposes.

Additionally, the Perspecta Merger Agreement contains certain termination rights for DXC, Vencore and KeyPoint. The Perspecta Merger Agreement further provides that, if the Distribution is not completed in accordance with the terms and conditions of the Separation Agreements on or before October 1, 2018, a termination fee of $50 million may be payable by DXC to Vencore and KeyPoint upon termination of the Perspecta Merger Agreement under specified circumstances.

For these and other reasons, the USPS Separation and Mergers may not be completed on the terms or timeline contemplated, if at all, and we may incur significant costs.

The proposed USPS Separation and Mergers may result in disruptions to relationships with customers and other business partners or may not achieve the intended results.

If we complete the proposed USPS Separation and Mergers, there can be no assurance that we will be able to realize the intended benefits of the transactions or that the combined company will perform as anticipated. Specifically, the proposed transactions could cause disruptions in our remaining businesses, the USPS business and the Vencore and KeyPoint businesses, including by disrupting operations or causing customers to delay or to defer decisions or to end their relationships, or otherwise limiting the ability to compete for or perform certain contracts or services or other potential effects relating to organizational conflict of interest (“OCI”) issues, including action to mitigate or avoid OCIs or lost business opportunity. If the USPS business and the Vencore and KeyPoint businesses face difficulties in integrating their businesses, or the Vencore and KeyPoint businesses face difficulties in their businesses generally, the USPS Separation and Mergers, if completed, may not achieve the intended results.

Further, it is possible that current or prospective employees of the USPS business or the Vencore and KeyPoint businesses could experience uncertainty about their future roles with the combined company, which could harm the ability of the USPS business or the Vencore and KeyPoint businesses to attract and retain key personnel. Any of the foregoing could adversely affect our remaining businesses, the USPS business or the Vencore and KeyPoint businesses, the financial condition of such businesses and their results of operations and prospects.

The proposed USPS Separation and Mergers could result in substantial tax liability to DXC and our stockholders.

Among the conditions to completing the USPS Separation and Mergers will be our receipt of a legal opinion of tax counsel substantially to the effect that, for U.S. federal income tax purposes: (i) the USPS Separation should qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) each of DXC and Perspecta should be a “party to a reorganization” within the meaning of Section 368(b) of the Code with respect to the USPS Separation; (iii) the Distribution should qualify as (1) a tax-free spin-off, resulting in nonrecognition under Sections 355(a), 361 and 368(a) of the Code, and (2) a transaction in which the stock distributed thereby should constitute “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code; and (iv) none of the Mergers should cause Section 355(e) of the Code to apply to the Distribution.

The opinion of counsel we receive will be based on, among other things, various factual representations and assumptions, as well as certain undertakings made by DXC and Perspecta. If any of those representations or assumptions is untrue or incomplete in any material respect or any of those undertakings is not complied with, the

 

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conclusions reached in the opinion could be adversely affected and the USPS Separation may not qualify for tax-free treatment. Furthermore, an opinion of counsel is not binding on the IRS or the courts. Accordingly, no assurance can be given that the IRS will not challenge the conclusions set forth in the opinion or that a court would not sustain such a challenge. If, notwithstanding our receipt of the opinion, the USPS Separation is determined to be taxable, we would recognize taxable gain as if we had sold the shares of Perspecta in a taxable sale for its fair market value, which could result in a substantial tax liability. In addition, if the USPS Separation is determined to be taxable, each holder of our common stock who receives shares of Perspecta would generally be treated as receiving a taxable distribution in an amount equal to the fair market value of the shares received, which could materially increase such holder’s tax liability.

Even if the USPS Separation otherwise qualifies as a tax-free transaction, the Distribution could be taxable to us (but not to our shareholders) in certain circumstances if future significant acquisitions of our stock or the stock of Perspecta are deemed to be part of a plan or series of related transactions that includes the Distribution. In this event, the resulting tax liability could be substantial. In connection with the USPS Separation, we expect to enter into a tax matters agreement with Perspecta, under which it will agree not to undertake any transaction without our consent that could reasonably be expected to cause the USPS Separation to be taxable to us and to indemnify us for any tax liabilities resulting from such transactions. These obligations and potential tax liabilities could be substantial.

Risk Relating to the NPS Separation (defined below)

The NPS Separation could result in significant tax liabilities to DXC and former CSC stockholders that received CSRA Inc. stock in the Separation.

Prior to the HPES Merger, CSC separated its U.S. public sector business, National Public Sector (“NPS”) on November 27, 2015 (the “NPS Separation”). In connection with the NPS Separation, CSC received an opinion of counsel substantially to the effect that, for U.S. federal income tax purposes, the NPS Separation qualified as a tax-free transaction to CSC and holders of CSC common stock under Section 355 and related provisions of the Code. If, notwithstanding the conclusions expressed in that opinion, the NPS Separation were determined to be taxable, CSC and CSC stockholders that received CSRA stock in the NPS Separation could incur significant tax liabilities.

Under Section 355(e) of the Code, the NPS Separation would generally be taxable to us (but not to former CSC stockholders) if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of CSC, directly or indirectly (including through acquisition of our stock after the completion of the HPES Merger), as part of a plan or series of related transactions that includes the NPS Separation. In general, an acquisition will be presumed to be part of a plan with the NPS Separation if the acquisition occurs within two years before or after the NPS Separation. This presumption may, however, be rebutted based upon an analysis of the facts and circumstances related to the NPS Separation and the particular acquisition in question.

The completion of the HPES Merger was conditioned upon the receipt of CSC of an opinion of counsel to the effect that the HPES Merger should not cause Section 355(e) of the Code to apply to the NPS Separation or otherwise affect the qualification of the NPS Separation as a tax-free distribution under Section 355 of the Code (the “Separation Tax Opinion”). The Separation Tax Opinion was based on current law and relied upon various factual representations and assumptions, as well as certain undertakings made by CSC. If any of those representations or assumptions is untrue or incomplete in any material respect or any of those undertakings is not complied with, or if the facts upon which the Separation Tax Opinion is based are materially different from the actual facts that existed at the time of the HPES Merger, the conclusions reached in the Separation Tax Opinion could be adversely affected and the Separation may not qualify for tax-free treatment. No assurance can be given that the IRS will not challenge the conclusions set forth in the Separation Tax Opinion or that a court would not sustain such a challenge. Further, in light of the requirements of Section 355(e) of the Code, we might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions, mergers, consolidations and other strategic transactions, for some period of time following the HPES Merger.

 

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our corporate headquarters are located at a leased facility in Tysons, VA. We own or lease numerous general office facilities, global security operations centers, strategic delivery centers and data centers around the world. We do not identify properties by segment as they are interchangeable in nature and used by multiple segments.

During fiscal 2018, we initiated a post-HPES Merger facilities rationalization program to reduce our space capacity at low utilization and sub-scale locations, increase co-location, align locations by skill type and optimize our data center footprint. At a number of the locations described below we are not currently occupying all of the space under our control. Where commercially reasonable and to the extent it is not needed for future expansion, we seek to sell, lease or sublease this excess space.

The following tables provide a summary of properties we own and lease as of March 31, 2018:

 

                                                                                           
       Approximate
Square Footage
(in thousands)
  
  

Geographic Area

   Number of
Locations
   Owned    Leased    Total
           

United States

     190        6,411        3,697        10,108  

India

     68        741        4,787        5,528  

Other Europe locations

     123        363        3,193        3,556  

United Kingdom

     107        1,143        1,214        2,357  

Australia & other Pacific Rim locations

     50        158        1,673        1,831  

Germany

     47        318        877        1,195  

France

     40        713        270        983  

China

     14        12        873        885  

Spain

     19               526        526  

Canada

     16        217        304        521  

Philippines

     9               516        516  

Rest of World

     105        654        1,945        2,599  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  Total

     788        10,730        19,875        30,605  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

We believe that the facilities described above are well-maintained, suitable and adequate to meet our current and anticipated requirements. See Note 8 - “Property and Equipment”, which provides additional information related to our land, buildings and leasehold improvements, and Note 20 - “Commitments and Contingencies” under the caption “Commitments”, which provides additional information related to our real estate lease commitments.

ITEM 3. LEGAL PROCEEDINGS

See Note 20 - “Commitments and Contingencies” under the caption “Contingencies” for information regarding legal proceedings in which we are involved.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock has been listed on the New York Stock Exchange (“NYSE”) under the symbol “DXC” since April 3, 2017. Prior to that time, there was no public market for our stock. The following table sets forth for the indicated periods the high and low intra-day sales prices per share for our common stock on the NYSE.

 

                                             
     Fiscal 2018

Fiscal Quarter

                 High                                 Low               

1st (from April 3, 2017)

   $ 80.83      $ 67.76  

2nd

     86.29        75.64  

3rd

     99.44        84.85  

4th

     107.85        91.61  

Number of Holders

As of May 11, 2018, there were 49,715 holders of record of our common stock.

Dividends

Cash dividends declared on DXC common stock for each quarter of fiscal 2018 are included in Selected Quarterly Financial Data (Unaudited) in Part II, Item 8 of this Annual Report.

We intend to continue to pay a quarterly cash dividend during fiscal 2019. The declaration and payment of future dividends, the amount of any such dividends, and the establishment of record and payment dates for dividends, if any, are subject to final determination by our Board of Directors after review of our current strategy and financial performance and position, among other things.

 

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Issuer Purchases of Equity Securities

Share repurchase activity during the three months ended March 31, 2018 was as follows:

 

 

                                                                                           

Period

   Total Number
of Shares
Purchased
   Average
Price
Paid Per
Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs(1)
   Approximate
Dollar Value
of Shares that
May Yet be Purchased
Under the Plans or
Programs

January 1, 2018 to January 31, 2018

          $             $ 1,934,396,361  

February 1, 2018 to February 28, 2018

     170,700      $ 98.37        170,700      $ 1,917,604,585  

March 1, 2018 to March 31, 2018

     525,577      $ 104.84        525,577      $ 1,862,504,589  

 

 

  (1)  On April 3, 2017, we announced the establishment of a share repurchase plan approved by the Board of Directors with an initial authorization of up to $2.0 billion for future repurchases of outstanding shares of our common stock. An expiration date has not been established for this repurchase plan. Share repurchases may be made from time to time through various means, including in open market purchases, 10b5-1 plans, privately-negotiated transactions, accelerated stock repurchases, block trades and other transactions, in compliance with Rule 10b-18 under the Exchange Act as well as, to the extent applicable, other federal and state securities laws and other legal requirements. The timing, volume, and nature of share repurchases pursuant to the share repurchase plan are at the discretion of management and may be suspended or discontinued at any time. See Note 14 - “Stockholders’ Equity” for further discussion regarding share repurchases.

Performance Graph

The following graph shows a comparison from April 3, 2017 (the date our common stock commenced trading on the NYSE) through March 31, 2018 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”) and the Standard & Poor’s North American Technology Index (“S&P North American Technology Index”). The graph assumes that $100 was invested at the market close on April 3, 2017 in our common stock, the S&P 500 Index, and the S&P North American Technology Index and that dividends have been reinvested. The stock price performance of the following graph is not necessarily indicative of future stock price performance.

Comparison of Cumulative Total Return

 

LOGO

 

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The following table provides indexed returns assuming $100 was invested on April 3, 2017, with annual returns using our fiscal year-end date.

 

Indexed Return

 

(April 3, 2017 to March 31, 2018)

DXC Technology Company

   48.7%

S&P 500 Index

   12.0%

S&P North American Technology Index

   30.0%

Equity Compensation Plans

See Item 12, contained in Part III of this Annual Report for information regarding our equity compensation plans.

 

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ITEM 6. SELECTED FINANCIAL DATA (UNAUDITED)

The following table sets forth our selected consolidated historical financial data as of the dates and for the periods indicated. Our selected consolidated financial data set forth below as of March 31, 2018 and 2017 and for the fiscal years ended March 31, 2018, March 31, 2017, and April 1, 2016 have been derived from the audited consolidated financial statements included elsewhere herein. Our selected consolidated financial data set forth below as of April 1, 2016, April 3, 2015, and March 28, 2014 and for the fiscal years ended April 3, 2015, and March 28, 2014 are derived from our consolidated financial statements not included elsewhere herein. Our selected consolidated financial information for fiscal 2018, 2017 and 2016 should be read in conjunction with the financial statements and notes and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are included elsewhere in this Annual Report on Form 10-K.

Statement of Operations Data:

 

                                                                                                                  

(in millions, except per-share amounts)

   Fiscal Years Ended
   2018 (1)   2017 (2)   2016 (3)   2015 (4)   2014 (5)

Revenues

     $ 24,556       $ 7,607       $ 7,106       $ 8,117       $ 8,899  

Income (loss) from continuing operations, before taxes

     1,671       (174     10       (671     694  

Income tax (benefit) expense

     (111     (74     (62     (464     174  

Income (loss) from continuing operations, net of taxes

     1,782       (100     72       (207     520  

Income from discontinued operations, net of taxes

                 191       224       448  

Net income (loss) attributable to DXC common stockholders

     1,751       (123     251       2       947  

Earnings (loss) per common share:

          

Basic:

          

Continuing operations

     $ 6.15       $ (0.88     $ 0.51       $ (1.45     $ 3.52  

Discontinued operations

                 1.31       1.46       2.89  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     $ 6.15       $ (0.88     $ 1.82       $ 0.01       $ 6.41  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

          

Continuing operations

     $ 6.04       $ (0.88     $ 0.50       $ (1.45     $ 3.45  

Discontinued operations

                 1.28       1.46       2.83  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     $ 6.04       $ (0.88     $ 1.78       $ 0.01       $ 6.28  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          

Weighted average common shares outstanding for:

          

Basic EPS

     284.93       140.39       138.28       142.56       147.65  

Diluted EPS

     289.77       140.39       141.33       142.56       150.76  
          

Cash dividend per common share

     $ 0.72       $ 0.56       $ 2.99       $ 0.92       $ 0.80  

 

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Balance Sheet Data:

 

                                                                                                                  
     As of

(in millions)

   March 31, 2018(1)   March 31, 2017   April 1, 2016   April 3, 2015   March 28, 2014

Cash and cash equivalents

     $ 2,648       $ 1,263       $ 1,178       $ 2,076       $ 2,418  
          

Total assets

     33,921       8,663       7,736       10,221       11,361  
          

Debt

          

Long-term debt, net of current maturities

     $ 6,306       $ 2,225       $ 1,934       $ 1,635       $ 2,207  

Short-term debt and current maturities of long-term debt

     2,073       738       710       883       681  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt

     $ 8,379       $ 2,963       $ 2,644       $ 2,518       $ 2,888  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity

     $ 13,837       $ 2,166       $ 2,032       $ 2,965       $ 3,950  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net debt-to-total capitalization (6)

     25.8     33.1     31.4     8.1     6.9

 

 

 

  (1) Fiscal 2018 financial results are not directly comparable to periods ending prior to April 1, 2017 which reflect CSC’s financial results before the HPES Merger on April 1, 2017. See Note 1 - “Summary of Significant Accounting Policies”. Additionally, fiscal 2018 net income attributable to DXC common stockholders and earnings per common share were impacted by the Tax Cuts and Jobs Act. See Note 11 - “Income Taxes” for further details.
  (2)  Fiscal 2017 included $238 million of restructuring costs.
  (3)  Fiscal 2016 included $95 million of debt extinguishment costs.
  (4) Fiscal 2015 included $256 million of restructuring costs and $197 million of SEC settlement related charges.
  (5)  Fiscal 2014 included $74 million of restructuring costs.
  (6) Net debt-to-total capitalization is a non-GAAP measure used by management to assess our ability to service our debts using only our cash and cash equivalents. See Part II, Item 7 of this Annual Report on Form 10-K under the heading “Liquidity and Capital Resources” for additional information.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The purpose of the MD&A is to present information that management believes is relevant to an assessment and understanding of our results of operations and cash flows for the fiscal year ended March 31, 2018 and our financial condition as of March 31, 2018. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.

The MD&A is organized in the following sections:

 

    Background
    Results of Operations
    Liquidity and Capital Resources
    Off-Balance Sheet Arrangements
    Contractual Obligations
    Critical Accounting Policies and Estimates

Background

DXC was formed by the combination of CSC and HPES on April 1, 2017. We are the world’s leading independent, end-to-end IT services company, serving nearly 6,000 private and public-sector clients from a diverse array of industries across 70 countries. Our technology independence, global talent and extensive partner network deliver transformative digital offerings and solutions that help clients harness the power of innovation to thrive on change.

We generate revenue by offering a wide range of information technology services and solutions primarily in North America, Europe, Asia and Australia. We operate through three segments: GBS, GIS and USPS. We market and sell our services directly to clients through our direct sales force operating out of sales offices around the world. Our clients include commercial businesses of many sizes and in many industries and public sector enterprises.

Results of Operations

In connection with the HPES Merger, CSC was deemed the accounting acquirer of HPES for accounting purposes under GAAP, therefore, CSC is considered DXC’s predecessor and the historical financial statements of CSC prior to April 1, 2017, are reflected herein as DXC’s historical financial statements. Accordingly, the financial results of DXC as of and for any periods ending prior to April 1, 2017 do not include the financial results of HPES, and therefore, are not directly comparable. Additionally, CSC used to report its results based on a fiscal year convention that comprises four thirteen-week quarters. However, effective April 1, 2017, DXC’s fiscal year was modified to end on March 31 of each year with each quarter ending on the last calendar day.

In an effort to provide investors with additional information, the following discussion includes certain comparisons of our results of operations for the fiscal year ended March 31, 2018 to our pro forma results of operations for the fiscal year ended March 31, 2017. Our pro forma results of operations for the fiscal year ended March 31, 2017 are based upon the historical statements of operations of each of CSC and HPES, giving effect to the HPES Merger as if it had been consummated on April 2, 2016. CSC reported its results based on a fiscal year convention that comprised four thirteen-week quarters. HPES reported its results on a fiscal year basis ended October 31. As a consequence of CSC and HPES having different fiscal year-end dates, all references to the unaudited pro forma statement of operations include the results of operations of CSC for the fiscal year ended March 31, 2017 and of HPES for the fiscal year ended January 31, 2017. See “Unaudited Pro Forma Combined Statement of Operations” below for additional information.

 

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The following table sets forth certain financial data for fiscal 2018, 2017 and 2016:

 

                                                                    
     Fiscal Years Ended

(In millions, except per-share amounts)

   March 31, 2018   March 31, 2017   April 1, 2016
      

Revenues

     $ 24,556       $ 7,607       $ 7,106  
      

Income (loss) from continuing operations, before taxes

     1,671       (174     10  

Income tax benefit

     (111     (74     (62
  

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

     1,782       (100     72  

Income from discontinued operations, net of taxes

                 191  
  

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

     $ 1,782       $ (100     $ 263  
      

Diluted earnings (loss) per share:

      

Continuing operations

     $ 6.04       $ (0.88     $ 0.50  

Discontinued operations

                 1.28  
  

 

 

 

 

 

 

 

 

 

 

 

     $ 6.04       $ (0.88     $ 1.78  
  

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2018 Highlights

During fiscal 2018, we surpassed our first year HPES Merger integration milestones, delivering over $1 billion of year one cost take-out. The additional savings were primarily driven by workforce optimization actions including the acceleration of management reductions and the global deployment of our automation program, Bionix. These ongoing cost actions address both internal labor, as well as third party contractors. We further enhanced our workforce management processes to cost-effectively deliver existing business while staffing the required labor for new business. We also executed on several initiatives to optimize non-labor spend, including ongoing rate negotiations, vendor consolidation, demand management, reductions in maintenance expense and rationalization of facilities.

Fiscal 2018 financial highlights include the following:

 

    Fiscal 2018 revenues were $24,556 million.
    Fiscal 2018 net income and diluted EPS were $1,782 million and $6.04, respectively, including the cumulative impact of certain items of $550 million, or $1.90 per share, reflecting restructuring costs, transaction, separation and integration-related costs, amortization of acquired intangible assets, pension and other post-retirement benefit (“OPEB”) actuarial and settlement gains and a tax adjustment related to U.S. tax reform.
    Our cash and cash equivalents were $2,648 million at March 31, 2018.
    We generated $3,243 million of cash from operations during fiscal 2018.
    The Company returned $311 million to shareholders in the form of common stock dividends and share repurchases during fiscal 2018.

Revenues

The following discussion includes a comparison of our revenues for fiscal 2018 compared with fiscal 2017 and fiscal 2017 compared with fiscal 2016. The discussion of revenues for fiscal 2018 compared with fiscal 2017 contains an analysis on a GAAP basis and on a pro forma basis giving effect to the HPES Merger. The discussion of revenues for fiscal 2017 compared with fiscal 2016 contains an analysis on a GAAP basis only and does not include revenues of HPES.

 

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Fiscal 2018 compared with fiscal 2017

 

                                                                                           
     Fiscal Years Ended     

(in millions)

       March 31,    
2018
       March 31,    
2017
       Change            Percentage    
Change (NM)

GBS

     $ 9,254        $ 4,173        $ 5,081     

GIS

     12,479        3,434        9,045     

USPS

     2,823               2,823     
  

 

 

 

  

 

 

 

  

 

 

 

  

Total Revenues

     $ 24,556        $ 7,607        $ 16,949     
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  (NM)  Calculation is not meaningful.

The increase in revenues for fiscal 2018 compared with fiscal 2017 was driven by the HPES Merger.

As a global company, over 56% of our fiscal 2018 revenues were earned internationally. As a result, the comparison of revenues denominated in currencies other than the U.S. dollar from period to period is impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. Constant currency revenues are a non-GAAP measure calculated by translating current period activity into U.S. dollars using the comparable prior period’s currency conversion rates. This information is consistent with how management views our revenues and evaluates our operating performance and trends. The table below summarizes our constant currency revenues for the fiscal year ended March 31, 2018 compared to pro forma revenues for the fiscal year ended March 31, 2017:

 

                                                                                           
     Fiscal Years Ended     

(in millions)

   Constant
Currency
March 31,
2018(1)
   Pro Forma
March 31,
2017 (2)
   Change       Percentage    
Change

GBS

     $ 9,093        $ 9,530        $ (437   (4.6)%

GIS

     12,249        13,018        (769   (5.9)%

USPS

     2,823        2,846        (23   (0.8)%
  

 

 

 

  

 

 

 

  

 

 

 

 

Total Revenues

     $ 24,165        $ 25,394        $ (1,229   (4.8)%
  

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

  (1)  Fiscal 2018 revenues are presented at constant currency and include purchase price accounting adjustments of $(24) million, $(98) million and $(8) million for GBS, GIS and USPS, respectively. See Note 2 - “Acquisitions.”
  (2)  Our pro forma results of operations are further discussed below in the section “Unaudited Pro Forma Combined Statement of Operations.”

Our Digital revenue cuts across all three of our reporting segments of GBS, GIS, and USPS, and includes Enterprise, Cloud Applications and Consulting, Cloud, Analytics and Security. Digital revenue grew year-over-year, reflecting our clients’ accelerating shift to Digital. During fiscal 2018, we also formed a new digital business team to jointly develop digital transformations with our clients, leveraging assets from across the company and our partnerships.

Global Business Services

Our GBS segment revenues were $9.3 billion for fiscal 2018, representing an increase of $5.1 billion over fiscal 2017. The revenue growth is attributed to the HPES Merger.

Constant currency revenues were $9.1 billion for fiscal 2018 compared to $9.5 billion for fiscal 2017 on a pro forma basis. The $0.4 billion decrease was primarily driven by $0.9 billion of contracts that concluded or were renewed at a lower rate. These decreases were partially offset by a $0.7 billion increase in revenues from new business as well as the contributions from our recent acquisition of Tribridge. Digital revenues in Enterprise, Cloud Applications and Consulting and Analytics grew year-over-year, offset by declines in traditional Application Services revenues. Enterprise, Cloud Applications and Consulting offerings continue to drive growth through an expanded portfolio of quick start offerings, which allow us to rapidly understand the client environment and develop more impactful large scale transformations.

 

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Global Infrastructure Services

Our GIS segment revenues were $12.5 billion for fiscal 2018, representing an increase of $9.0 billion over fiscal 2017. The revenue growth is attributed to the HPES Merger.

Constant currency revenues were $12.2 billion for fiscal 2018 compared to $13.0 billion for fiscal 2017 on a pro forma basis. The $0.8 billion decrease was primarily driven by $1.3 billion of contracts that concluded or were renewed at a lower rate. These decreases were partially offset by a $0.6 billion increase in revenues from new business. Cloud revenue grew year-over-year as clients continue to migrate workloads from legacy infrastructure environments to hybrid cloud environments.

United States Public Sector

We began to report the USPS segment, formerly the HPES U.S. public sector business, in fiscal 2018. The USPS segment provides infrastructure and other services similar to our GIS and GBS segments to all levels of government in the U.S.

Constant currency revenues were $2.8 billion for fiscal 2018 compared to $2.8 billion for fiscal 2017 on a pro forma basis. The year-over-year comparison of revenues was impacted by an increase in revenues from new business during fiscal 2018 that was offset by the non-recurrence of a contract reset that resulted in a one-time revenue increase in fiscal 2017.

During fiscal 2018, GBS, GIS and USPS had contract awards of $10.2 billion, $11.6 billion and $1.9 billion, respectively.

Fiscal 2017 compared with fiscal 2016

 

                                                                                           
     Fiscal Years Ended         

(in millions)

     March 31, 2017        April 1, 2016          Change           Percentage    
Change

GBS

     $ 4,173        $ 3,637        $ 536     14.7%

GIS

     3,434        3,469        (35   (1.0)%
  

 

 

 

  

 

 

 

  

 

 

 

 

Total Revenues

     $ 7,607        $ 7,106        $ 501     7.1%
  

 

 

 

  

 

 

 

  

 

 

 

 

Our fiscal 2017 revenues increased $501 million as compared with fiscal 2016. The increase was due to growth in our GBS segment and revenues from our recent acquisitions. The increase in fiscal 2017 revenues was partially offset by a decrease in revenues of $317 million caused by contracts that concluded or were renewed at lower rates and a $221 million adverse impact of foreign currency movement due to the strengthening of the U.S. dollar against the British pound.

 

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The table below summarizes our constant currency revenues for the fiscal year ended March 31, 2017 compared to the fiscal year ended April 1, 2016:

 

                                                                                           
     Fiscal Years Ended     

(in millions)

     March 31, 2017(1)          April 1, 2016                Change                Percentage    
Change

GBS

     $ 4,291        $ 3,637        $ 654      18.0%

GIS

     3,537        3,469        68      2.0%
  

 

 

 

  

 

 

 

  

 

 

 

  

Total Revenues

     $ 7,828        $ 7,106        $ 722      10.2%
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  (1)  Fiscal 2017 revenues are presented at constant currency. Constant currency revenues is a non-GAAP measure and is further described above in the section “Fiscal 2018 compared with fiscal 2017.”

Global Business Services

The $654 million, or 18.0%, constant currency increase for fiscal 2017 as compared to fiscal 2016 was driven by growth in next generation business processing services offerings, as well as contributions from our recent acquisitions, primarily within our Digital Applications business and our IS&S business where we continue to prioritize the development of our digital capabilities. Digital Applications, our enterprise, cloud applications and consulting business, increased over 38% in constant currency and IS&S increased over 26% in constant currency when compared to prior fiscal year. The increase was largely due to revenues from our recent acquisitions which we continue to integrate into our existing business and new business revenues increased $249 million. These increases were partially offset by a $274 million decrease in revenues from contracts that concluded and a $131 million decline from contracts renewed at lower rates.

Global Infrastructure Services

GIS segment constant currency revenues for fiscal 2017 increased $68 million, or 2.0%, as compared to fiscal 2016. The increase was primarily due to an increase of $243 million in revenues from new business and an increase in revenues contributed from our recent acquisitions. In addition, we recognized incremental revenues of $43 million under our GIS segment’s portion of the IP matters agreement (see Note 3 - “Divestitures”). These increases were partially offset by decreases in revenues of $335 million from contracts that concluded, $89 million from contracts renewed with scope changes and $23 million due to price-downs. We continued to take actions to mitigate the secular headwinds facing our traditional IT outsourcing business and focus GIS on the next generation digital needs of our clients.

During fiscal 2017, GBS and GIS had contract awards of $4.9 billion and $3.7 billion, respectively, as compared to fiscal 2016 contract awards of $4.3 billion and $4.3 billion.

 

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Costs and Expenses

Our total costs and expenses were as follows:

 

                                                                                         
     Fiscal Years Ended   Percentage of Revenues

(in millions)

   March 31,
2018
  March 31,
2017(1)
  April 1,
2016(1)
  2018   2017(1)   2016(1)
Costs of services (excludes depreciation and amortization and restructuring costs)    $ 17,944     $ 5,545     $ 5,185       73.0     72.9     73.0
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)      2,010       1,279       1,059       8.2       16.8       14.9  
Depreciation and amortization      1,964       647       658       8.0       8.5       9.3  
Restructuring costs      803       238       23       3.3       3.1       0.3  
Interest expense, net      246       82       85       1.0       1.1       1.2  
Debt extinguishment costs                  95                   1.3  
Other income, net      (82     (10     (9     (0.3     (0.1     (0.1
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

     $ 22,885       $ 7,781       $ 7,096       93.2     102.3     99.9
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  (1)  Fiscal 2017 and 2016 costs and expenses are for CSC only and therefore are not directly comparable to fiscal 2018 costs and expenses.

During fiscal 2018, we took actions to optimize our workforce, extract greater supply chain efficiencies and rationalize our real estate footprint. We reduced our labor base by approximately 13% through a combination of automation, best shoring and pyramid correction. We also rebalanced our skill mix, including the addition of more than 18,000 new employees and the ongoing retraining of the existing workforce. In real estate, we restructured over four million square feet of space during fiscal 2018.

Costs of Services

Fiscal 2018 compared with fiscal 2017

Cost of services excluding depreciation and amortization and restructuring costs (“COS”) was $17.9 billion for fiscal 2018 as compared to $5.5 billion for fiscal 2017. The increase in COS was driven by the HPES Merger and was partially offset by reduction in costs associated with our labor base and real estate. COS for fiscal 2018 included $192 million of pension and OPEB actuarial and settlement gains associated with our defined benefit pension plans.

Fiscal 2017 compared with fiscal 2016

COS as a percentage of revenues remained consistent year over year. The $360 million increase in COS was largely related to our acquisitions and a $31 million gain on the sale of certain intangible assets in our GIS segment during fiscal 2016 not present in the current fiscal year. This increase was offset by management’s ongoing cost reduction initiatives and a year-over-year favorable change of $28 million to pension and OPEB actuarial and settlement losses associated with our defined benefit pension plans. The amount of restructuring charges, net of reversals, excluded from COS was $219 million and $7 million for fiscal 2017 and 2016, respectively.

Selling, General and Administrative

Fiscal 2018 compared with fiscal 2017

Selling, general and administrative expense excluding depreciation and amortization and restructuring costs (“SG&A”) was $2.0 billion for fiscal 2018 as compared to $1.3 billion for fiscal 2017. The increase in SG&A was driven by the HPES Merger. Integration, separation and transaction-related costs were $408 million during fiscal 2018, as compared to $305 million during fiscal 2017.

 

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Fiscal 2017 compared with fiscal 2016

SG&A as a percentage of revenues increased 2.2% to 16.8% for fiscal 2017 from 14.6% for fiscal 2016. The increase was due to transaction and integration costs of $305 million associated with our recent acquisitions and the HPES Merger, an increase of $16 million in the recognition of pension and OPEB actuarial and pension settlement losses and a non-recurring settlement recovery of $16 million recorded as a reduction of SG&A during fiscal 2016, not present in the current fiscal year. These increases were partially offset by higher revenues. During fiscal 2017 and 2016, we recognized $15 million and $(1) million, respectively, of actuarial and pension settlement losses (gains) in SG&A. The amount of restructuring charges, net of adjustments, excluded from SG&A was $19 million and $16 million for fiscal 2017 and 2016, respectively.

Depreciation and Amortization

Fiscal 2018 compared with fiscal 2017

Depreciation and amortization expense (“D&A”) was $2.0 billion for fiscal 2018 as compared to $0.6 billion for fiscal 2017. The increase in D&A was attributed to acquired property and equipment and intangible assets associated with the HPES Merger.

Fiscal 2017 compared with fiscal 2016

D&A as a percentage of revenues decreased less than 1% to 8.5% for fiscal 2017 from 9.3% for fiscal 2016 due to an increase in revenues for the GBS segment and lower D&A within the GIS segment as a result of reduced capital expenditures from contract terminations, as well as a continued focus on capital efficiency. The decrease in the D&A ratio was partially offset by an increase in amortization related to acquisitions, primarily within the GBS segment.

Restructuring Costs

Restructuring costs represent severance related to workforce optimization programs and expense associated with facilities and data center rationalization.

During fiscal 2018, 2017 and 2016 we initiated certain restructuring actions across our segments. The fiscal 2018 restructuring initiatives are intended to reduce our core structure and related operating costs, improve our competitiveness, and facilitate the achievement of acceptable and sustainable profitability following our recent acquisitions and the HPES Merger.

Total restructuring costs recorded, net of reversals, during fiscal 2018, 2017 and 2016 were $803 million, $238 million and $23 million, respectively. The net amounts recorded included $13 million, $6 million and $7 million of pension benefit augmentations for fiscal 2018, 2017 and 2016, respectively, owed to certain employees under legal or contractual obligations. These augmentations will be paid as part of normal pension distributions over several years.

See Note 19 - “Restructuring Costs” for additional information about our restructuring actions.

Interest Expense and Interest Income

Fiscal 2018 compared with fiscal 2017

Interest expense for fiscal 2018 was $335 million as compared to $117 million in fiscal 2017. The year-over-year increase in interest expense includes interest expense associated with $5.6 billion of debt acquired in connection with the HPES Merger.

Interest income for fiscal 2018 was $89 million as compared to $35 million in fiscal 2017. The year-over-year increase in interest income was due to higher cash balances during fiscal 2018 as compared to the prior fiscal year.

 

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Fiscal 2017 compared with fiscal 2016

Interest expense for fiscal 2017 was $117 million as compared to $123 million in fiscal 2016. The year-over-year decrease in interest expense was due to the fourth quarter fiscal 2016 redemption of our 6.50% term notes and lower interest rates on our existing debt.

Interest income for fiscal 2017 was $35 million as compared to $38 million in fiscal 2016. The decrease in interest income was due to lower average deposit balances in our money market funds and money market deposit accounts during fiscal 2017 as compared to the prior fiscal year.

Debt Extinguishment Costs

During fiscal 2016, CSC redeemed all outstanding 6.50% term notes due March 2018 at par plus redemption premiums related to a make-whole provision and accrued interest. Debt extinguishment costs of $95 million for fiscal 2016 consists primarily of redemption premiums. There were no debt extinguishment costs recorded in fiscal 2018 or fiscal 2017.

Other Income, Net

Fiscal 2018 compared with fiscal 2017

Other income, net consists of movement in foreign currency exchange rates on our foreign currency denominated assets and liabilities and the related economic hedges, equity earnings of unconsolidated affiliates and other miscellaneous gains and losses. The $72 million increase in other income for fiscal 2018 was primarily due to foreign currency gain related to a change in the functional currency of a European holding company.

Fiscal 2017 compared with fiscal 2016

The $1 million year-over-year increase in other income was due to a $7 million year-over-year benefit of favorable movements in foreign currency exchange rates used to fair value our foreign currency forward contracts and the related foreign currency denominated assets and liabilities partially offset by a $6 million gain on sale of certain assets during fiscal 2016 not present in fiscal 2017.

Taxes

Our effective tax rate (“ETR”) on income (loss) from continuing operations, before taxes for fiscal 2018, 2017 and 2016 was (6.6)%, (42.5)% and (620.0)%, respectively. A reconciliation of the differences between the U.S. federal statutory rate and the ETR, as well as other information about our income tax provision, is provided in Note 11 - “Income Taxes.”

In fiscal 2018, the ETR was primarily impacted by the effects of the Act:

 

    The release 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 33.2%, 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 21.6%, 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 20.3%, respectively.

In fiscal 2017, the ETR was primarily impacted by:

    A change in the valuation allowance that primarily consists of an aggregate income tax detriment for the increase in the valuation allowances on tax attributes primarily in the U.S., Germany and Luxembourg, which decreased the overall income tax benefit and decreased the ETR by $135 million and 78%, respectively. Offset by an aggregate income tax benefit related to the release of valuation allowances on tax attributes primarily in the U.K., Denmark and Japan, which increased the overall income tax benefit and increased the ETR by $75 million and 43.0%, respectively.
    An income tax detriment for transaction costs incurred that are not deductible for tax purposes, which resulted in a decrease to the overall tax benefit and decreased the ETR by $21 million and 12.1%, respectively.

 

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    An income tax benefit from excess tax benefits realized from employee share-based payment awards, which resulted in an increase in the overall income tax benefit and increased the ETR by $20 million and 11.3%, respectively.

In fiscal 2016, the ETR was primarily impacted by:

    The adoption of a new accounting standard on excess tax benefits realized from share options vested or exercised. This increased the overall income tax benefit and the ETR by $23 million and 230%, respectively.
    An increase in the overall valuation allowance primarily due to the Separation related to state net operating losses and state tax credits. This decreased the overall income tax benefit and ETR by $27 million and 270%, respectively.
    The release of a liability for uncertain tax positions following the closure of the U.K. tax audit for fiscal 2010 to 2012. This increased the income tax benefit by $58 million and increased the ETR by 580%.
    Adjustments to uncertain tax positions in the U.S. that increased the overall income tax benefit by $24 million and increased the ETR by 240%, respectively.

The IRS is examining CSC’s federal income tax returns for fiscal 2008 through 2016. With respect to CSC’s fiscal 2008 through 2010 federal tax returns, we previously entered into negotiations for a resolution through settlement with the IRS Office of Appeals. The IRS examined several issues for this audit that resulted in various audit adjustments. We have an agreement in principle with the IRS Office of Appeals as to some but not all of these adjustments. We have agreed to extend the statute of limitations associated with this audit through April 30, 2019. In addition, during the first quarter of fiscal 2018, we received a Revenue Agent’s Report with proposed adjustments to CSC’s fiscal 2011 through 2013 federal returns. We have filed a protest of certain of these adjustments to the IRS Office of Appeals. The IRS is also examining CSC’s fiscal 2014 through 2016 federal income tax returns. We have not received any adjustments for this cycle. For HPES entities the IRS is examining federal income tax returns for fiscal 2008 through 2012. In addition, HPE entities have received a Revenue Agent’s Report with respect to calendar years 2005 through 2008, and these adjustments were protested to the IRS Office of Appeals. We continue to believe that our tax positions are more-likely-than-not sustainable and that we will ultimately prevail.

In addition, we may settle certain other tax examinations, have lapses in statutes of limitations, or voluntarily settle income tax positions in negotiated settlements for different amounts than we have accrued as uncertain tax positions. We may need to accrue and ultimately pay additional amounts for tax positions that previously met a more-likely-than-not standard if such positions are not upheld. Conversely, we could settle positions by payment with the tax authorities for amounts lower than those that have been accrued or extinguish a position through payment. We believe the outcomes that are reasonably possible within the next twelve months may result in a reduction in liability for uncertain tax positions of $36 million to $70 million, excluding interest, penalties, and tax carry-forwards.

Income from Discontinued Operations

Income from discontinued operations, net of taxes, primarily reflects the results of operations of CSC’s former NPS segment which was divested on November 27, 2015. There were no discontinued operations in fiscal 2018 or fiscal 2017.

Earnings (Loss) Per Share

Fiscal 2018 compared with fiscal 2017

Diluted EPS for fiscal 2018 was $6.04, an increase of $6.92 per share compared with the prior fiscal year. The increase was due to an increase of $1,874 million in net income attributable to DXC common stockholders, partially offset by an increase in weighted average common shares outstanding for diluted EPS attributable to capital restructuring associated with the HPES Merger.

Diluted EPS for fiscal 2018 includes $2.06 per share of restructuring costs, $1.00 per share of transaction, separation and integration-related costs, $1.37 per share of amortization of acquired intangible assets, $(0.60) per share of pension and OPEB actuarial and settlement gains, and $(1.94) per share reflecting the estimated non-recurring benefit of the Act.

 

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Fiscal 2017 compared with fiscal 2016

Diluted EPS from continuing operations in fiscal 2017 decreased $1.38 per share to $(0.88) per share primarily due to $403 million of transaction and integration related costs during fiscal 2017 for the HPES Merger and other acquisitions. In addition, restructuring costs increased $215 million as compared to the same period in the prior year. These decreases were partially offset by the non-recurrence of fiscal 2016 debt extinguishment costs of $95 million.

Total diluted EPS for fiscal 2017 decreased $2.66 per share due to the reasons mentioned above for EPS from continuing operations and the lack of discontinued operations associated with the Separation of NPS during the current fiscal year.

 

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Unaudited Pro Forma Condensed Combined Statement of Operations

In an effort to provide investors with additional information, we are disclosing certain unaudited pro forma financial information of DXC for the fiscal year ended March 31, 2017 as supplemental information herein. The following unaudited pro forma condensed combined statement of operations of DXC (the “unaudited pro forma statement of operations”) is for the fiscal year ended March 31, 2017 after giving effect to the HPES Merger. See Note 1 - “Summary of Significant Accounting Policies” and Note 2 - “Acquisitions” for additional information about the HPES Merger.

CSC reported its results based on a fiscal year convention that comprised four thirteen-week quarters. Every fifth year included an additional week in the first quarter to prevent the fiscal year moving from an approximate end of March date. HPES reported its results on a fiscal year basis ended October 31. As a consequence of CSC and HPES having different fiscal year-end dates, all references to the unaudited pro forma statement of operations include the results of operations of CSC for the fiscal year ended March 31, 2017 and of HPES for the fiscal year ended January 31, 2017.

The historical combined statement of operations of HPES was “carved-out” from the combined statement of operations of HPE and reflects assumptions and allocations made by HPE. The combined statement of operations of HPES included all revenues and costs directly attributable to HPES and an allocation of expenses related to certain HPE corporate functions. The results of operations in the HPES historical combined statement of operations does not necessarily include all expenses that would have been incurred by HPES had it been a separate, stand-alone entity. Actual costs that may have been incurred if HPES had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, functions outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Consequently, HPES’ historical combined statement of operations does not necessarily reflect what HPES’ results of operations would have been had HPES operated as a stand-alone company during the period presented.

The unaudited pro forma statement of operations has been prepared using the acquisition method of accounting with CSC considered the accounting acquirer of HPES. The unaudited pro forma statement of operations combines the historical results of CSC and HPES, reflects preliminary purchase accounting adjustments and aligns accounting policies of CSC and HPES. The historical statements of operations have been adjusted in the unaudited pro forma statement of operations to give effect to pro forma events that were (i) directly attributable to the HPES Merger, (ii) factually supportable, and (iii) which are expected to have a continuing impact on the consolidated results of operations of DXC. The pro forma results do not reflect the costs of integration activities or benefits that may result from realization of first-year synergies.

The adjustments included in the unaudited pro forma statement of operations were based upon currently available information and assumptions that management of DXC believes to be reasonable. The unaudited pro forma statement of operations is for informational purposes only and is not intended to represent or to be indicative of the actual results of operations that the combined company would have reported had the HPES Merger been completed on April 2, 2016, and should not be taken as being indicative of DXC’s future consolidated financial results.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

                                                                                                                  
     Historical            

(in millions, except per-share amounts)

   CSC for the
Twelve Months
Ended
    March 31,
2017    
  HPES for the
Twelve Months
Ended
  January 31, 2017  
    Reclassifications         HPES Merger    
Adjustments
      Pro Forma    
Combined
          

 

Revenues

   $ 7,607     $ 17,787     $     $     $ 25,394  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          

 

Costs of services (excludes depreciation and amortization and restructuring costs)

     5,545       15,132       (1,063     (615     18,999  

 

Selling, general, and administrative (excludes depreciation and amortization and restructuring costs)

     1,279       2,106       (314     (433     2,638  

 

Depreciation and amortization

     647             1,620       161       2,428  

 

Amortization of intangible assets

           231       (231            

 

Restructuring costs

     238       622                   860  

 

Divestiture charges

           13       (13            

 

Interest expense

     117             176       49       342  

 

Interest income

     (35           (46           (81

 

Defined benefit plan settlement charges

           (1     1              

 

Other expense, net

     (10           8             (2
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

     7,781       18,103       138       (838     25,184  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          

 

Interest and other, net

           (143     143              
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

     (174     (459     5       838       210  

 

Income tax (benefit) expense

     (74     73             234       233  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

     (100     (532     5       604       (23

 

Less: net income attributable to non-controlling interest, net of tax

     23             5             28  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to DXC common stockholders

     $ (123     $ (532     $       $ 604       $ (51
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          

 

Loss per common share:

          

 

Basic

     $ (0.88           $ (0.18

 

Diluted

     $ (0.88           $ (0.18
          

 

Weighted-average common shares:

          

 

Basic

     140.39             283.16  

 

Diluted

     140.39             283.16  

 

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Table of Contents

Non-GAAP Financial Measures

We present non-GAAP financial measures of performance which are derived from the statements of operations and unaudited pro forma statement of operations of DXC. These non-GAAP financial measures include earnings before interest and taxes (“EBIT”), adjusted EBIT, non-GAAP income before income taxes, non-GAAP net income and non-GAAP EPS.

We present these non-GAAP financial measures to provide investors with meaningful supplemental financial information, in addition to the financial information presented on a GAAP or pro forma basis. These non-GAAP financial measures exclude certain items from GAAP results that DXC management believes are not indicative of core operating performance. DXC management believes these non-GAAP measures provide investors supplemental information about the financial performance of DXC exclusive of the impacts of corporate wide strategic decisions. DXC management believes that adjusting for these items provides investors with additional measures to evaluate the financial performance of our core business operations on a comparable basis from period to period. DXC management believes the non-GAAP measures provided are also considered important measures by financial analysts covering DXC as equity research analysts continue to publish estimates and research notes based on our non-GAAP commentary, including our guidance around non-GAAP EPS.

There are limitations to the use of the non-GAAP financial measures presented in this report. One of the limitations is that they do not reflect complete financial results. We compensate for this limitation by providing a reconciliation between our non-GAAP financial measures and the respective most directly comparable financial measure calculated and presented in accordance with GAAP or on a pro forma basis. Additionally, other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes between companies.

Non-GAAP financial measures and the respective most directly comparable financial measures calculated and presented in accordance with GAAP or on a pro forma basis include:

 

                                             
     Fiscal Years Ended

(in millions)

   March 31, 2018    Pro Forma
March 31, 2017

 

Income (loss) from continuing operations

   $ 1,671      $ 210  

 

Non-GAAP income from continuing operations

   $ 3,253      $ 2,184  

 

Net income (loss)

   $ 1,782      $ (23

 

Adjusted EBIT

   $ 3,499      $ 2,445  

Reconciliation of Non-GAAP Financial Measures

Our non-GAAP adjustments include:

    Restructuring - reflects costs, net of reversals, related to workforce optimization and real estate charges.
    Transaction, separation and integration-related costs - reflects costs related to integration planning, financing, and advisory fees associated with the HPES Merger and other acquisitions and costs related to the separation of USPS.
    Amortization of acquired intangible assets - reflects amortization of intangible assets acquired through business combinations.
    Pension and OPEB actuarial and settlement gains and losses - reflects pension and OPEB actuarial and settlement gains and losses.
    Certain overhead costs - reflects certain fiscal 2017 HPE costs allocated to HPES that are expected to be largely eliminated on a prospective basis.
    Tax adjustment - reflects the estimated non-recurring benefit of the Tax Cuts and Jobs Act of 2017 for fiscal 2018 and the application of an approximate 27.5% pro forma tax rate for fiscal 2017, which is the midpoint of prospective targeted effective tax rate range of 25% to 30% and effectively excludes the impact of discrete tax adjustments for that period.

 

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Table of Contents

A reconciliation of reported results to non-GAAP results is as follows:

 

                                                                                                                                                  
     Fiscal Year Ended March 31, 2018

(in millions, except per-share

amounts)

   As Reported   Restructuring
Costs
   Transaction,
Separation and
Integration-
Related Costs
  Amortization of
Acquired
Intangible Assets
   Pension and
OPEB Actuarial
and Settlement
Gains
  Tax Adjustment   Non-GAAP
Results

 

Costs of services (excludes depreciation and amortization and restructuring costs)

 

     $

 

17,944

 

 

 

    $

 

 

 

 

     $

 

 

 

 

    $

 

 

 

 

     $

 

192

 

 

 

    $

 

 

 

 

    $

 

18,136

 

 

 

                

 

Selling, general and administrative (excludes depreciation and amortization and restructuring costs)

 

    

 

2,010

 

 

 

   

 

 

 

 

    

 

(408

 

 

   

 

 

 

 

    

 

28

 

 

 

   

 

 

 

 

   

 

1,630

 

 

 

                

 

Income (loss) from continuing operations, before taxes

 

    

 

1,671

 

 

 

   

 

803

 

 

 

    

 

408

 

 

 

   

 

591

 

 

 

    

 

(220

 

 

   

 

 

 

 

   

 

3,253

 

 

 

 

Income tax (benefit) expense

 

    

 

(111

 

 

   

 

206

 

 

 

    

 

117

 

 

 

   

 

193

 

 

 

    

 

(45

 

 

   

 

561

 

 

 

   

 

921

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

    

 

1,782

 

 

 

   

 

597

 

 

 

    

 

291

 

 

 

   

 

398

 

 

 

    

 

(175

 

 

   

 

(561

 

 

   

 

2,332

 

 

 

 

Less: net income attributable to non-controlling interest, net of tax

 

    

 

31

 

 

 

   

 

 

 

 

    

 

 

 

 

   

 

 

 

 

    

 

 

 

 

   

 

 

 

 

   

 

31

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to DXC common stockholders

 

     $

 

1,751

 

 

 

    $

 

597

 

 

 

     $

 

291

 

 

 

    $

 

398

 

 

 

     $

 

(175

 

 

    $

 

(561

 

 

    $

 

2,301

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

                

 

Effective Tax Rate

 

    

 

(6.6

 

)% 

 

               

 

28.3

 

 

                

 

Basic EPS from continuing operations

 

     $

 

6.15

 

 

 

    $

 

2.10

 

 

 

     $

 

1.02

 

 

 

    $

 

1.40

 

 

 

     $

 

(0.61

 

 

    $

 

(1.97

 

 

    $

 

8.08

 

 

 

 

Diluted EPS from continuing operations

 

     $

 

6.04

 

 

 

    $

 

2.06

 

 

 

     $

 

1.00

 

 

 

    $

 

1.37

 

 

 

     $

 

(0.60

 

 

    $

 

(1.94

 

 

    $

 

7.94

 

 

 

                

 

Weighted average common shares outstanding for:

 

                

 

Basic EPS

 

    

 

284.93

 

 

 

   

 

284.93

 

 

 

    

 

284.93

 

 

 

   

 

284.93

 

 

 

    

 

284.93

 

 

 

   

 

284.93

 

 

 

   

 

284.93

 

 

 

 

Diluted EPS

     289.77       289.77        289.77       289.77        289.77       289.77       289.77  

 

 

 

  * The net periodic pension cost within income from continuing operations includes $371 million of actual return on plan assets, whereas the net periodic pension cost within non-GAAP income from continuing operations includes $(534) million of expected long-term return on pension assets of defined benefit plans subject to interim remeasurement.

 

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Table of Contents

A reconciliation of pro forma combined results to pro forma non-GAAP results is as follows:

 

                                                                                                                                                                       
     Fiscal Year Ended March 31, 2017

(in millions, except per-share

amounts)

   Pro Forma
Combined
Company
  Restructuring
Costs
   Transaction,
Separation and
Integration-
Related Costs
  Amortization of
Acquired
Intangible Assets
   Pension and
OPEB Actuarial
and Settlement
Losses
  Certain
Overhead
Costs
  Tax Adjustment   Pro Forma
Non-GAAP
Results

 

Costs of services (excludes depreciation and amortization and restructuring costs)

     $ 18,999       $        $       $        $ (24     $       $       $ 18,975  
                  

 

Selling, general and administrative (excludes depreciation and amortization and restructuring costs)

     2,638              (398            (1     (115           2,124  
                  

 

(Loss) income from continuing operations, before taxes

     210       860        398       576        25       115             2,184  

 

Income tax expense

     233                                       367       600  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

     (23     860        398       576        25       115       (367     1,584  

 

Less: net income attributable to non-controlling interest, net of tax

     28                                             28  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to DXC common stockholders

     $ (51     $ 860        $ 398       $ 576        $ 25       $ 115       $ (367     $ 1,556  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

 

Effective Tax Rate

     111.0                   27.5
                  

 

Basic EPS from continuing operations

     $ (0.18     $ 3.04        $ 1.41       $ 2.03        $ 0.09       $ 0.41       $ (1.30     $ 5.50  

 

Diluted EPS from continuing operations

     $ (0.18     $ 3.00        $ 1.39       $ 2.01        $ 0.09       $ 0.40       $ (1.28     $ 5.42  
                  

 

Weighted average common shares outstanding for:

                  

 

Basic EPS

     283.16       283.16        283.16       283.16        283.16       283.16       283.16       283.16  

 

Diluted EPS

     283.16       287.08        287.08       287.08        287.08       287.08       287.08       287.08  

 

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Table of Contents

Reconciliations of net income (loss) and pro forma net income (loss) to adjusted EBIT and pro forma adjusted EBIT are as follows:

 

                                             
     Fiscal Years Ended

(in millions)

       March 31, 2018       Pro Forma March 31,
2017

Net income (loss)

     $ 1,782       $ (23

Income tax (benefit) expense

     (111     233  

Interest income

     (89     (81

Interest expense

     335       342  
  

 

 

 

 

 

 

 

EBIT

     1,917       471  

Restructuring costs

     803       860  

Transaction, separation and integration-related costs

     408       398  

Amortization of acquired intangible assets

     591       576  

Pension and OPEB actuarial and settlement (gains) losses

     (220     25  

Certain overhead costs

           115  
  

 

 

 

 

 

 

 

Adjusted EBIT

     $ 3,499       $ 2,445  
  

 

 

 

 

 

 

 

Liquidity and Capital Resources

Cash and Cash Equivalents and Cash Flows

As of March 31, 2018, our cash and cash equivalents (“cash”) were $2.6 billion, of which $1.0 billion was held outside of the United States. A substantial portion of funds can be returned to the U.S. from funds advanced previously to finance our foreign acquisition initiatives. As a result of the Tax Cuts and Jobs Act of 2017, and after the mandatory one-time income inclusion (deemed repatriation) of the historically untaxed earnings of our foreign subsidiaries, we expect a significant portion of the cash held by our foreign subsidiaries will no longer be subject to U.S. income tax consequences upon a subsequent repatriation to the United States. However, a portion of this cash may still be subject to foreign and state income tax consequences upon future remittance. Therefore, if additional funds held outside the U.S. are needed for our operations in the United States, we plan to repatriate these funds. Based on a preliminary analysis, we have recorded a provisional estimate for foreign withholding taxes, state taxes, and India dividend distribution tax of $99 million as described in Note 11 - “Income Taxes”. We have changed our permanent reinvestment assertion on our foreign subsidiaries and will no longer consider current and accumulated earnings for all non-U.S. subsidiaries permanently reinvested, except for current year and future Indian earnings.

Cash and cash equivalents increased $1.4 billion during fiscal 2018 to $2.6 billion, primarily due to growth in our business The following table summarizes our cash flow activity:

 

                                                                    
     Fiscal Year Ended

(in millions)

       March 31, 2018           March 31, 2017           April 1, 2016    

Net cash provided by operating activities

     $ 3,243       $ 978       $ 802  

Net cash used in investing activities

     (33     (926     (1,180

Net cash (used in) provided by financing activities

     (1,890     93       (485

Effect of exchange rate changes on cash and cash equivalents

     65       (60     (57
  

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

     1,385       85       (920

Cash and cash equivalents at beginning of year

     1,263       1,178       2,098  
  

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the end of period

     $ 2,648       $ 1,263       $ 1,178  
  

 

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents

Operating cash flow

Net cash provided by operating activities during fiscal 2018 was $3,243 million as compared to $978 million during fiscal 2017. The increase of $2,265 million was predominately due to an increase in net income of $1,882 million. The increase in cash provided by operating activities during fiscal 2018 was partially offset by additional deferred tax adjustments to operating activities of $842 million and an increase in the gain on pension and other post-employment benefits of $307 million.

Net cash provided by operating activities during fiscal 2017 increased $176 million as compared to fiscal 2016. The increase was due to an increase in trade payables of $411 million, a decrease in net account receivables of $457 million, $32 million less restructuring charges compared to fiscal 2016 and a cash outflow of $190 million for SEC settlement paid in fiscal 2016 with no comparative outflow for the current year. In addition, payments received from CSRA under the amended IP matters agreement increased $35 million. The increase in operating cash flows was partially offset by a $189 million increase in payments for transaction and integration-related costs, an increase in the deferred purchase price receivable of $252 million and a $545 million decrease in net income adjusted for non-cash transactions from fiscal 2016.

Investing cash flow

Net cash used in investing activities during fiscal 2018 decreased $893 million to $33 million. The decrease was predominantly due to net cash provided by acquisitions of $735 million during fiscal 2018, compared with cash paid for acquisitions of $434 million during fiscal 2017. The decrease in net cash used in investing activities was partially offset by an increase in cash payments for outsourcing contract costs of $227 million, software purchases of $71 million and a restricted cash outflow of $67 million primarily related to our Federal Receivables Sales Facility.

Net cash used in investing activities during fiscal 2017 decreased $254 million to $926 million. This decrease was driven by a decline of $120 million spent on acquisitions and a decline in capital expenditures of $150 million.

Financing cash flow

Net cash used by financing activities during fiscal 2018 was $1,890 million, as compared to $93 million during fiscal 2017. The $1,983 million increase in net cash used by financing activities was primarily due to a decrease in credit facility draws, net of repayments of $868 million, additional payments on capitalized lease obligations of $915 million, additional payments on long-term debt obligations of $1,379 million and $132 million in payments for repurchases of common stock. These cash outflows were partially offset by draws on long-term debt of $462 million and cash proceeds from bond issuance of $989 million.

Net cash provided by financing activities during fiscal 2017 was $93 million, as compared to cash used of $485 million during fiscal 2016. The decline was due primarily to certain fiscal 2016 cash outflows that did not re-occur during fiscal 2017, including a $350 million repayment of our 2.5% term notes, a $313 million special cash dividend paid as part of the NPS Separation, a $95 million payment for the early extinguishment of debt and payments of $73 million for treasury stock that occurred during fiscal 2016. These declines of cash used in financing activities were partially offset by a $254 million payment of acquired debt from the acquisition of Xchanging and $85 million in net proceeds from the structured sale of our U.K. campus.

 

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Table of Contents

Capital Resources

See Note 20 - “Commitments and Contingencies” for a discussion of the general purpose of guarantees and commitments. The anticipated sources of funds to fulfill such commitments are listed below and under the subheading “Liquidity.”

The following table summarizes out total debt:

 

                                             
     As of

(in millions)

     March 31, 2018        March 31, 2017  

Short-term debt and current maturities of long-term debt

     $ 2,073        $ 738  

Long-term debt, net of current maturities

     6,306        2,225  
  

 

 

 

  

 

 

 

Total debt

     $ 8,379        $ 2,963  
  

 

 

 

  

 

 

 

The $5.4 billion increase in total debt during fiscal 2018 was attributed primarily to debt assumed in connection with the HPES Merger.

The maturity chart below summarizes the future maturities of long-term debt principal for fiscal years subsequent to March 31, 2018 and excludes maturities of borrowings for assets acquired under long-term financing and capitalized lease liabilities.

 

 

LOGO

 

During fiscal 2018, we increased commitments under our revolving credit facility to $3.8 billion from $3.0 billion pre-HPES Merger and completed a senior bond offering in an aggregate principal amount of $650 million due 2021, the proceeds of which were used to retire the outstanding USD term loan due 2021. Additionally, we entered into an unsecured 400 million term loan agreement maturing during May 2018, which was subsequently replaced by long-term debt maturing in fiscal 2020, and we entered into amendments to our existing AUD term loan to increase total borrowings to AUD $275 million. We also issued £250 million of senior notes maturing in 2025. The proceeds from these borrowings were used to make prepayments to term loans maturing in 2022 and fully repay the borrowings under revolving credit facilities.

 

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Table of Contents

During fiscal 2018, we completed a debt exchange offer whereby $234 million principal amount of the $300 million Senior Notes (the “EDS Notes”) were tendered to DXC in exchange for a like principal amount of DXC notes with identical maturity and interest rate. As of March 31, 2018, DXC held approximately $234 million principal amount of the EDS Notes that were tendered, and which are eliminated upon financial statement consolidation, while the remaining $66 million principal amount of the EDS Notes outstanding were held by public noteholders. Subsequent to the period end, DXC extinguished on May 25, 2018 the $234 million principal amount of EDS Notes that it held in preparation for the USPS Separation and Mergers. The $66 million principal amount of EDS Notes that remain outstanding will remain with the legal entity that is spinning off with the USPS Separation.

We were in compliance with all financial covenants associated with our borrowings as of March 31, 2018 and March 31, 2017. For more information on our debt, see Note 12 - “Debt”.

The following table summarizes our capitalization ratios:

 

                                             
     As of

(in millions)

     March 31, 2018       March 31, 2017  

Total debt

     $ 8,379       $ 2,963  

Cash and cash equivalents

     2,648       1,263  
  

 

 

 

 

 

 

 

Net debt(1)

     $ 5,731       $ 1,700  
  

 

 

 

 

 

 

 

    

Total debt

     $ 8,379       $ 2,963  

Equity

     13,837       2,166  
  

 

 

 

 

 

 

 

Total capitalization

     $ 22,216       $ 5,129  
  

 

 

 

 

 

 

 

    

Debt-to-total capitalization

     37.7     57.8

Net debt-to-total capitalization(1)

     25.8     33.1

 

 

 

  (1)  Net debt and Net debt-to-total capitalization are non-GAAP measures used by management to assess our ability to service our debts using only our cash and cash equivalents. We present these non-GAAP measures to assist investors in analyzing our capital structure in a more comprehensive way compared to gross debt based ratios alone.

The decrease in net debt-to-total capitalization was primarily due to a $4.0 billion increase in net debt and a $11.7 billion increase in equity, which were primarily a result of the HPES Merger.

As of March 31, 2018, our credit ratings were as follows:

 

Rating Agency

  

Rating

  

Outlook

  

Short Term Ratings

Fitch

   BBB+    Stable    F-2

Moody’s

   Baa2    Stable    P-2

S&P

   BBB    Negative    -

Liquidity

We expect our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to meet our normal operating requirements for the next 12 months. We expect to continue to use cash generated by operations as a primary source of liquidity; however, should we require funds greater than that generated from our operations to fund discretionary investment activities, such as business acquisitions, we have the ability to draw on our multi-currency revolving credit facility or raise capital through the issuance of capital market debt instruments such as commercial paper, term loans and bonds. However, there can be no guarantee that we will be able to obtain debt financing, if required, on terms and conditions acceptable to us, if at all, in the future.

 

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Our exposure to operational liquidity risk is primarily from long-term contracts which require significant investment of cash during the initial phases of the contracts. The recovery of these investments is over the life of the contract and is dependent upon our performance as well as customer acceptance.

The following table summarizes our total liquidity:

 

                      
     As of

 (in millions)

     March 31, 2018  

Cash and cash equivalents

     $ 2,648  

Available borrowings under our revolving credit facility

     3,810  
  

 

 

 

Total liquidity

     $ 6,458  
  

 

 

 

Share Repurchases

During fiscal 2018, our Board of Directors authorized the repurchase of up to $2.0 billion of our common stock. This program became effective on April 3, 2017 and no end date was established. During fiscal 2018, we repurchased 1,537,782 shares of our common stock at an aggregate cost of $137 million.

Dividends

During fiscal 2018 the Board of Directors of DXC declared aggregate cash dividends to our stockholders of $0.72 per share, or approximately $209 million. Future dividends are subject to customary board review and approval prior to declaration.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to arrangements that include guarantees, the receivables securitization facility, receivables sales arrangements and financial instruments with off-balance sheet risk, such as letters of credit and surety bonds. We also use performance letters of credit to support various risk management insurance policies. No liabilities related to these arrangements are reflected in balance sheets. See Note 5 - “Receivables” and Note 20 - “Commitments and Contingencies” for additional information regarding these off-balance sheet arrangements.

 

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Contractual Obligations

Our contractual obligations as of March 31, 2018 were as follows:

 

                                                                                                                  

(in millions)

       Less than    
     1 year    
       2-3 years            4-5 years            More than    
    5 years    
           Total        

Debt (1)

     $ 439        $ 1,964        $ 1,801        $ 1,704        $ 5,908  

Capitalized lease liabilities

     771        633        121               1,525  

Operating Leases

     705        828        388        763        2,684  

Purchase Obligations(2)

     1,946        2,303        439        54        4,742  

U.S. Tax Reform - Transition Tax (3)

     29        58        58        216        361  

Interest and preferred dividend payments(4)

     200        375        237        338        1,150  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total(5)

     $ 4,090        $ 6,161        $ 3,044        $ 3,075        $ 16,370  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

 

 

  (1)  Amounts represent scheduled principal payments of long-term debt and mandatory redemption of preferred stock of a consolidated subsidiary.
  (2)  Includes long-term purchase agreements with certain software, hardware, telecommunication and other service providers and exclude agreements that are cancelable without penalty. If we do not meet the specified service minimums, we may have an obligation to pay the service provider a portion of or the entire shortfall.
  (3)  The calculated amount for transition tax is payable over eight years; 8% of net tax liability in each of years 1-5, 15% in year 6, 20% in year 7, and 25% in year 8. This amount has been calculated provisionally under SAB 118 and is subject to change in future periods. See Note 11 - “Income Taxes” for additional information about the transition tax and for the estimated liability related to unrecognized tax benefits, which has been omitted from this table.
  (4)  Amounts represent scheduled interest payments on long-term debt and scheduled dividend payments associated with the mandatorily redeemable preferred stock of a consolidated subsidiary excluding contingent dividends associated with the participation and variable appreciation premium features.
  (5)  See Note 13 - “Pension and Other Benefit Plans” for the estimated liability related to estimated future benefit payments under our Pension and OPEB plans that have been omitted from this table.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. These estimates may change in the future if underlying assumptions or factors change. Accordingly, actual results could differ materially from our estimates under different assumptions, judgments or conditions. We consider the following policies to be critical because of their complexity and the high degree of judgment involved in implementing them: revenue recognition, income taxes, business combinations, defined benefit plans and valuation of assets. We have discussed the selection of our critical accounting policies and the effect of estimates with the audit committee of our board of directors.

Revenue Recognition

Most of our revenues are recognized based on objective criteria and do not require significant estimates that may change over time. However, some arrangements are subject to specific accounting guidance that may require significant estimates, including contracts which include multiple-element deliverables.

Multiple-element arrangements

Many of our contracts require us to provide a range of services or elements to our customers, which may include a combination of services, products or both. As a result, significant judgment may be required to determine the appropriate accounting, including whether the elements specified in a multiple-element arrangement should be treated as separate units of accounting for revenue recognition purposes, and, when considered appropriate, how the total revenues should be allocated among the elements and the timing of revenue recognition for each element. If vendor specific objective evidence is not available, allocation of total contract consideration to each element requires estimating the fair value or selling price of each element based on third party evidence or management’s best estimate of selling price for the

 

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deliverables when third party evidence (“TPE”) is not available. TPE is established by considering our competitors’ prices for comparable product and service offerings in the market in which we operate. When we conclude that comparable products or services are sold by competitors to similarly situated customers, we consult available information sources such as published list prices, quoted market prices and industry reports to estimate TPE. We establish a best estimate of selling price consistent with our existing pricing practices involving a cost-plus-reasonable-margin methodology as well as comparison of the margins to those realized on recent contracts for similar products or services in that market. Once the total revenues have been allocated to the various contract elements, revenues for each element are recognized based on the relevant revenue recognition method for the services performed or elements delivered if the revenue recognition criteria have been met. Estimates of total revenues at contract inception often differ materially from actual revenues due to volume differences, changes in technology or other factors which may not be foreseen at inception.

Income Taxes

We are subject to income taxes in the United States (federal and state) and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes, analyzing our income tax reserves, the determination of the likelihood of recoverability of deferred tax assets and adjustment of valuation allowances accordingly. In addition, our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions. For example, we are currently undergoing IRS audits for CSC’s fiscal 2008 through 2016 U.S. Federal tax returns.

As a global enterprise, our ETR is affected by many factors, including our global mix of earnings among countries with differing statutory tax rates, the extent to which our non-U.S. earnings are indefinitely reinvested outside the U.S, changes in the valuation allowance for deferred tax assets, changes in tax regulations, acquisitions, dispositions and the tax characteristics of our income. We cannot predict what our ETR will be in the future because there is uncertainty regarding these factors.

As a result of the HPES Merger and changes in U.S. cash requirements, a deferred tax liability of $542 million was recorded for U.S. income taxes based on the estimated historical taxable earnings of the HPES foreign subsidiaries. In addition, we recorded an estimated liability of $50 million for India DDT tax based on estimated historical taxable earnings of the HPES India subsidiary. These liabilities were recorded as part of acquisition accounting.

As a result of the Tax Cuts and Jobs Act (the “Act”), we have changed our ASC 740-30 assertion with respect to the remaining CSC foreign subsidiaries and no longer consider current and accumulated earnings for all non-U.S. subsidiaries permanently reinvested, except for current year Indian earnings. The deferred tax liability relating to HPES foreign subsidiaries of $554 million has been released and our estimated liability for India DDT was increased by $30 million to $80 million to include estimated historical taxable earnings for CSC Indian subsidiaries. For those subsidiaries from which we were able to make a reasonable estimate of the tax effects of our change in assertion, we have recorded a provisional estimate for withholding taxes, state taxes, and India DDT of $12 million, $7 million and $80 million, respectively. For those subsidiaries which we were not able to make a reasonable estimate, we have not recorded any deferred taxes. We will record the tax effects of any change in our prior assertion with respect to these subsidiaries and disclose any unrecognized deferred tax liability for temporary differences related to our foreign subsidiaries, if practicable, in the period that we are first able to make a reasonable estimate, no later than December 2018.

Considerations impacting the recoverability of deferred tax assets include the period of expiration of the tax asset, planned use of the tax asset and historical and projected taxable income as well as tax liabilities for the tax jurisdiction to which the tax asset relates. In determining whether the deferred tax assets are realizable, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent financial operations. We recorded a valuation allowance against deferred tax assets of approximately $1.4 billion as of March 31, 2018 due to uncertainties related to the ability to utilize these assets. However, valuation allowances are subject to change in future reporting periods due to changes in various factors.

Changes in tax laws, such as the Act or changes in tax laws resulting from the Organization for Economic Co-operation and Development’s multi-jurisdictional plan of action to address “base erosion and profit shifting” could impact our effective tax rate. The calculation of our tax liabilities involves uncertainties in the application of complex changing tax regulations. As discussed in Note 11 - “Income Taxes”, for example, the Act provides provisions that limit interest expense, provide for immediate expensing of qualified assets, further limits executive compensation deductions, generally eliminates Federal tax on foreign dividend distributions, subjects certain payments from U.S. corporations to foreign

 

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related parties to additional taxes, places restrictions or eliminates certain exclusions, deductions and credits and generally broadens the tax base. Further guidance for these provisions is forthcoming and the laws are subject to change in future periods.

The Finance Act of 2012 (the “2012 Finance Act”) was signed into law in India on May 28, 2012. The 2012 Finance Act provides for the taxation of indirect foreign investment in India, including on a retroactive basis. The 2012 Finance Act overrides the Vodafone NL ruling by the Supreme Court of India which held that the Indian Tax Authorities cannot assess capital gains taxes on the sale of shares of non-Indian companies that indirectly own shares in an Indian company. The retroactive nature of these changes in law has been strongly criticized and challenged in the Indian courts; however, there is no assurance that such a challenge will be successful. We have engaged in the purchase of shares of foreign companies that indirectly own shares of an Indian company and internal reorganizations involving Indian companies. The Indian tax authorities may seek to apply the provisions of the 2012 Finance Act to these prior transactions and seek to tax us directly or as a withholding agent or representative assessee of the sellers involved in prior acquisitions. We believe that the 2012 Finance Act does not apply to these prior acquisitions and that we have strong defenses against any claims that might be raised by the Indian tax authorities.

The U.K. Finance (No 2) Act 2017 was passed into law on 16 November 2017, enacting measures deferred from the Finance Act 2017-19. The legislation imposes, with effect from 1 April 2017, restrictions on the utilization of prior period losses against current period profits and limitations on interest deductions. We do not expect there to be a material impact on our financial statements as a result of this legislation.

Business Combinations

We account for the acquisition of a business using the acquisition method of accounting, which requires us to estimate the fair values of the assets acquired and liabilities assumed. This includes acquired intangible assets such as customer-related intangibles, the liabilities assumed and contingent consideration, if any. Liabilities assumed may include litigation and other contingency reserves existing at the time of acquisition and require judgment in ascertaining the related fair values. Independent appraisals may be used to assist in the determination of the fair value of certain assets and liabilities. Such appraisals are based on significant estimates provided by us, such as forecasted revenues or profits utilized in determining the fair value of contract-related acquired intangible assets or liabilities. Significant changes in assumptions and estimates subsequent to completing the allocation of the purchase price to the assets and liabilities acquired, as well as differences in actual and estimated results, could result in material impacts to our financial results. Adjustments to the fair value of contingent consideration are recorded in earnings. Additional information related to the acquisition date fair value of acquired assets and liabilities obtained during the allocation period, not to exceed one year, may result in changes to the recorded values of acquired assets and liabilities, resulting in an offsetting adjustment to the goodwill associated with the business acquired.

Defined Benefit Plans

The computation of our pension and other post-retirement benefit costs and obligations is dependent on various assumptions. Inherent in the application of the actuarial methods are key assumptions, including discount rates, expected long-term rates of return on plan assets, mortality rates, rates of compensation increases and medical cost trend rates. Our management evaluates these assumptions annually and updates assumptions as necessary. The fair value of assets is determined based on observable inputs for similar assets or on significant unobservable inputs if not available. Two of the most significant assumptions are the expected long-term rate of return on plan assets and the discount rate. Our weighted average rates used were:

 

                                                                    
         March 31, 2018           March 31, 2017           April 1, 2016    

Discount rates

     2.5     3.1     3.0

Expected long-term rates of return on assets

     4.9     6.3     6.3

The assumption for the expected long-term rate of return on plan assets is impacted by the expected asset mix of the plan; judgments regarding the correlation between historical excess returns and future excess returns and expected investment expenses. The discount rate assumption is based on current market rates for high-quality, fixed income debt instruments with maturities similar to the expected duration of the benefit payment period. The following table provides the

 

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impact changes in the weighted-average assumptions would have had on our net periodic pension benefits and settlement and contractual termination charges for fiscal 2018:

 

                                                                    

(in millions)

           Change           Approximate
Change in Net
Periodic Pension
Expense
  Approximate
Change in
Settlement,
Contractual
Termination,  and
Mark-to-Market
Charges

Expected long-term return on plan assets

   0.5%   $ (54   $ 57  

Expected long-term return on plan assets

   (0.5)%   $ 54     $ (57
      

Discount rate

   0.5%   $ 12     $ (1,082

Discount rate

   (0.5)%   $ (24   $ 1,136  

Valuation of Assets

We review long-lived (“assets, intangible assets, and goodwill”) for impairment in accordance with our accounting policy disclosed in Note 1 - Summary of Significant Accounting Policies. Assessing the fair value of assets involves significant estimates and assumptions including estimation of future cash flows, the timing of such cash flows, and discount rates reflecting the risk inherent in projecting future cash flows. The valuation of long-lived and intangible assets involves management estimates about future values and remaining useful lives of assets, particularly purchased intangible assets. These estimates are subjective and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and forecasts.

Evaluation of goodwill for impairment requires judgment, including the identification of reporting units, assignment of assets, liabilities, and goodwill to reporting units and determination of the fair value of each reporting unit. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions include a significant change in the business climate, established business plans, operating performance indicators or competition which could materially affect the determination of fair value for each reporting unit.

We estimate the fair value of our reporting units using a combination of an income approach, utilizing a discounted cash flow analysis, and a market approach, using market multiples. The discount rate used in an income approach is based on our weighted-average cost of capital and may be adjusted for the relevant risks associated with business-specific characteristics and any uncertainty related to a reporting unit’s ability to execute on the projected future cash flows.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a multinational company, we are exposed to certain market risks such as changes in foreign currency exchange rates and interest rates. Changes in foreign currency exchange rates can impact our foreign currency denominated monetary assets and liabilities and forecasted transactions in foreign currency, whereas changes in benchmark interest rates can impact interest expense associated with our floating interest rate debt and the fair value of our fixed interest rate debt. A variety of practices are employed to manage these risks, including operating and financing activities and the use of derivative instruments. We do not use derivatives for trading or speculative purposes.

Presented below is a description of our risks together with a sensitivity analysis of each of these risks based on selected changes in market rates. The foreign currency model incorporates the impact of diversification from holding multiple currencies and the correlation of revenues, costs and any related short-term contract financing in the same currency. In order to determine the impact of changes in interest rates on our future results of operations and cash flows, we calculated the increase or decrease in the index underlying these rates. We estimate the fair value of our long-term debt primarily using an expected present value technique using interest rates offered to us for instruments with similar terms and remaining maturities. These analyses reflect management’s view of changes that are reasonably possible to occur over a one-year period.

 

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Foreign Currency Risk

We are exposed to both favorable and unfavorable movements in foreign currency exchange rates. In the ordinary course of business, we enter into contracts denominated in foreign currencies. Exposure to fluctuations in foreign currency exchange rates arising from these contracts is analyzed during the contract bidding process. We generally manage these contracts by incurring costs in the same currency in which revenues are received and any related short-term contract financing requirements are met by borrowing in the same currency. Thus, by generally matching revenues, costs and borrowings to the same currency, we are able to mitigate a portion of the foreign currency risk to earnings. However, due to our increased use of offshore labor centers, we have become more exposed to fluctuations in foreign currency exchange rates. We experienced significant foreign currency fluctuations during fiscal 2018 due primarily to the volatility of the Euro in relation to the U.S. dollar and during fiscal 2017 and 2016 due primarily to the volatility of the British pound in relation to the U.S. dollar.

We have policies and procedures to manage exposure to fluctuations in foreign currency by using short-term foreign currency forward contracts to economically hedge certain foreign currency denominated assets and liabilities, including intercompany accounts and loans. For accounting purposes, these foreign currency forward contracts are not designated as hedges and changes in their fair value are reported in current period earnings within other (income) expense, net in the statements of operations. We also use foreign currency forward contracts to reduce foreign currency exchange rate risk related to certain Indian rupee denominated intercompany obligations and forecasted transactions. For accounting purposes these foreign currency forward contracts are designated as cash flow hedges with critical terms that match the hedged items; therefore, the changes in fair value of these forward contracts are recorded in accumulated other comprehensive income, net of taxes in the statements of comprehensive income and subsequently classified into net income in the period during which the hedged transactions are recognized in net income.

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than U.S. dollar, see Note 18 - “Segment and Geographic Information”. During fiscal 2018, approximately 56% of our revenues were generated outside of the United States. For the year ended March 31, 2018, a hypothetical 10% change in the value of the U.S. dollar against all currencies would have changed revenues by approximately 6%, or $1.4 billion. The majority of this fluctuation would be offset by expenses incurred in local currency and as a result, there would not be a material change to our income from continuing operations, before taxes. As such, in the view of management, the resulting impact would not be material to our results of operations or cash flows.

Interest Rate Risk

As of March 31, 2018, we had outstanding debt with varying maturities for an aggregate carrying amount of $8.4 billion, of which $3.6 billion was floating interest rate debt. Most of our floating interest rate debt is based upon varying terms of adjusted LIBOR rates; consequently, changes in LIBOR result in the most volatility to our interest expense. Pursuant to our interest rate and risk management strategy we had a series of interest rate swap agreements with a total notional amount of $635 million. These instruments hedged the variability of cash outflows for interest payments on certain floating interest rate debt, which effectively converted $635 million of our floating interest rate debt into fixed interest rate debt. As of March 31, 2018, an assumed 10% unfavorable change in interest rates would not be material to our consolidated results of operations or cash flows. A change in interest rates related to our long-term debt would not have a material impact on our financial statements as we do not record our debt at fair value.

 

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

 

      Page   

Report of Independent Registered Public Accounting Firm

     60  

Consolidated Balance Sheets as of March 31, 2018 and March 31, 2017

     61  

Consolidated Statements of Operations for the Fiscal Years Ended March  31, 2018, March 31, 2017 and April 1, 2016

     62  
Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended March 31, 2018, March 31, 2017 and April 1, 2016      63  

Consolidated Statements of Cash Flows for the Fiscal Years Ended March  31, 2018, March 31, 2017 and April 1, 2016

     64  
Consolidated Statements of Changes in Equity for the Fiscal Years Ended March 31, 2018, March 31, 2017 and April 1, 2016      66  

Notes to Consolidated Financial Statements

  

Note 1–Summary of Significant Accounting Policies

     68  

Note 2–Acquisitions

     78  

Note 3–Divestitures

     85  

Note 4–Earnings Per Share

     86  

Note 5–Receivables

     87  

Note 6–Fair Value

     89  

Note 7–Derivative Instruments

     91  

Note 8–Property and Equipment

     93  

Note 9–Intangible Assets

     94  

Note 10–Goodwill

     95  

Note 11–Income Taxes

     96  

Note 12–Debt

     107  

Note 13–Pension and Other Benefit Plans

     110  

Note 14–Stockholders’ Equity

     116  

Note 15–Stock Incentive Plans

     118  

Note 16–Cash Flows

     124  

Note 17–Other Income/Expense

     124  

Note 18–Segment and Geographic Information

     125  

Note 19–Restructuring Costs

     128  

Note 20–Commitments and Contingencies

     131  

Note 21–Subsequent Events

     137  

Supplementary Data

     138  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

DXC Technology Company

Tysons, Virginia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DXC Technology and subsidiaries (the “Company”) as of March 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity, for each of the three years in the period ended March 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 29, 2018, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission (SEC) and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/DELOITTE & TOUCHE LLP

McLean, Virginia

May 29, 2018

We have served as the Company’s auditor since at least 1965; however, the specific year has not been determined.

 

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DXC TECHNOLOGY COMPANY

CONSOLIDATED BALANCE SHEETS

 

                                                         
     As of

(in millions, except per share and share amounts)

   March 31, 2018   March 31, 2017 (1)

ASSETS

    

Current assets:

    

Cash and cash equivalents

     $ 2,648       $ 1,263  

Receivables, net of allowance for doubtful accounts of $40 and $26

     5,913       1,643  

Prepaid expenses

     571       223  

Other current assets

     485       118  
  

 

 

 

 

 

 

 

Total current assets

     9,617       3,247  
    

Intangible assets, net of accumulated amortization of $3,457 and $2,293

     8,091       1,794  

Goodwill

     9,652       1,855  

Deferred income taxes, net

     373       381  

Property and equipment, net of accumulated depreciation of $3,752 and $2,816

     3,646       903  

Other assets

     2,542       483  
  

 

 

 

 

 

 

 

Total Assets

     $ 33,921       $ 8,663  
  

 

 

 

 

 

 

 

    

LIABILITIES and EQUITY

    

Current liabilities:

    

Short-term debt and current maturities of long-term debt

     $ 2,073       $ 738  

Accounts payable

     1,708       410  

Accrued payroll and related costs

     766       248  

Accrued expenses and other current liabilities

     3,466       998  

Deferred revenue and advance contract payments

     1,694       518  

Income taxes payable

     145       38  
  

 

 

 

 

 

 

 

Total current liabilities

     9,852       2,950  
    

Long-term debt, net of current maturities

     6,306       2,225  

Non-current deferred revenue

     802       286  

Non-current pension obligations

     879       342  

Non-current income tax liabilities and deferred tax liabilities

     1,329       423  

Other long-term liabilities

     916       271  

Total Liabilities

     20,084       6,497  
  

 

 

 

 

 

 

 

    

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, 2018 and March 31, 2017

            

Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 286,393,147 as of March 31, 2018 and 141,298,797 as of March 31, 2017

     3       1  

Additional paid-in capital

     12,210       2,219  

Retained earnings (accumulated deficit)

     1,301       (170

Accumulated other comprehensive income (loss)

     58       (162

Treasury stock, at cost, 1,016,947 and 0 shares as of March 31, 2018 and March 31, 2017

     (85      
  

 

 

 

 

 

 

 

Total DXC stockholders’ equity

     13,487       1,888  

Non-controlling interest in subsidiaries

     350       278  
  

 

 

 

 

 

 

 

Total Equity

     13,837       2,166  
  

 

 

 

 

 

 

 

Total Liabilities and Equity

     $ 33,921       $ 8,663  
  

 

 

 

 

 

 

 

 

  (1)  Certain prior year amounts were adjusted to retroactively reflect the legal capital of DXC.

The accompanying notes are an integral part of these consolidated financial statements.

 

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DXC TECHNOLOGY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

 

                                                                    
     Fiscal Years Ended

(in millions, except per-share amounts)

   March 31, 2018   March 31, 2017   April 1, 2016
      

Revenues

     $ 24,556       $ 7,607       $ 7,106  
  

 

 

 

 

 

 

 

 

 

 

 

      

Costs of services (excludes depreciation and amortization and restructuring costs)

     17,944       5,545       5,185  
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)      2,010       1,279       1,059  

Depreciation and amortization

     1,964       647       658  

Restructuring costs

     803       238       23  

Interest expense

     335       117       123  

Interest income

     (89     (35     (38

Debt extinguishment costs

                 95  

Other income, net

     (82     (10     (9
  

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

     22,885       7,781       7,096  
  

 

 

 

 

 

 

 

 

 

 

 

      

Income (loss) from continuing operations, before taxes

     1,671       (174     10  

Income tax benefit

     (111     (74     (62
  

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

     1,782       (100     72  

Income from discontinued operations, net of taxes

                 191  
  

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

     1,782       (100     263  

Less: net income attributable to non-controlling interest, net of tax

     31       23       12  
  

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to DXC common stockholders

     $ 1,751       $ (123     $ 251  
  

 

 

 

 

 

 

 

 

 

 

 

      

Income (loss) per common share

      

Basic:

      

Continuing operations

     $ 6.15       $ (0.88     $ 0.51  

Discontinued operations

                 1.31  
  

 

 

 

 

 

 

 

 

 

 

 

     $ 6.15       $ (0.88     $ 1.82  
  

 

 

 

 

 

 

 

 

 

 

 

Diluted:

      

Continuing operations

     $ 6.04       $ (0.88     $ 0.50  

Discontinued operations

                 1.28  
  

 

 

 

 

 

 

 

 

 

 

 

     $ 6.04       $ (0.88     $ 1.78  
  

 

 

 

 

 

 

 

 

 

 

 

      

Cash dividend per common share

     $ 0.72       $ 0.56       $ 2.99  
  

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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DXC TECHNOLOGY COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

                                                                    
     Fiscal Years Ended

(in millions)

   March 31, 2018   March 31, 2017   April 1, 2016
      

Net income (loss)

     $ 1,782       $ (100     $ 263  
  

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of taxes:

      

Foreign currency translation adjustments, net of tax expense of $75, $5 and $4

     197       (75     (83

Cash flow hedges adjustment, net of tax (benefit) expense of $(3), $12 and $0

     (11     21       1  

Available-for-sale securities, net of tax expense of $2, $0 and $0

     9              

Pension and other post-retirement benefit plans, net of tax:

      

Prior service credit, net of tax expense of $8, $0 and $1

     38             2  

Amortization of transition obligation, net of tax expense of $0, $0, and $0

     1       1        

Amortization of prior service cost, net of tax benefit of $4, $5 and $10

     (14     (12     (20

Foreign currency exchange loss, net of tax benefit of $0, $1 and $0

           (2     (1
  

 

 

 

 

 

 

 

 

 

 

 

Pension and other post-retirement benefit plans, net of tax

     25       (13     (19
  

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of taxes

     220       (67     (101
  

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

     2,002       (167     162  

Less: comprehensive income attributable to non-controlling interest

     31       7       12  
  

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to DXC common stockholders

     $ 1,971       $ (174     $ 150  
  

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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DXC TECHNOLOGY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

                                                                    
     Fiscal Years Ended

(in millions)

   March 31, 2018   March 31, 2017   April 1, 2016

Cash flows from operating activities:

      

Net income (loss)

     $ 1,782       $ (100     $ 263  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

      

Depreciation and amortization

     2,014       658       767  

Pension & other post-employment benefits, actuarial & settlement (gains) losses

     (220     87       92  

Share-based compensation

     93       75       45  

Deferred tax benefit

     (842     (92     (37

Loss (gain) on dispositions

     4       6       (41

Provision for losses on accounts receivable

     45       4       6  

Unrealized foreign currency exchange losses

     22       24       43  

Impairment losses and contract write-offs

     41       8       2  

Debt extinguishment costs

                 95  

Amortization of debt issuance costs and discount (premium)

     (4     17        

Cash surrender value in excess of premiums paid

     (11     (7     (10

Other non-cash charges, net

     4              

Changes in assets and liabilities, net of effects of acquisitions and dispositions:

      

Decrease in receivables

     202       586       129  

Decrease (increase) in deferred purchase price receivable

     19       (252      

Increase in prepaid expenses and other current assets

     (205     (29     (15

(Decrease) increase in accounts payable and accruals

     (96     54       (357

SEC settlement related charges

                 (190

Increase (decrease) in income taxes payable and income tax liability

     303       (32     58  

Increase (decrease) in advance contract payments and deferred revenue

     130       (67     (37

Other operating activities, net

     (38     38       (11
  

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

     3,243       978       802  
  

 

 

 

 

 

 

 

 

 

 

 

      

Cash flows from investing activities:

      

Purchases of property and equipment

     (224     (246     (356

Payments for outsourcing contract costs

     (328     (101     (101

Short-term investing

                 (70

Software purchased and developed

     (211     (140     (184

Cash acquired through HPES Merger

     938              

Payments for acquisitions, net of cash acquired

     (203     (434     (554

Business dispositions

           3       37  

Proceeds from sale of assets

     58       57       61  

Restricted cash

     (67     (1      

Other investing activities, net

     4       (64     (13
  

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

     (33     (926     (1,180
  

 

 

 

 

 

 

 

 

 

 

 

      

Cash flows from financing activities:

      

Borrowings of commercial paper

     2,413       2,191       821  

Repayments of commercial paper

     (2,297     (2,086     (263

Borrowings under lines of credit

           920       2,206  

Repayment of borrowings under lines of credit

     (737     (789     (1,825

Borrowings on long-term debt, net of discount

     621       159       928  

Principal payments on long-term debt

     (1,547     (168     (1,800

 

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Payments on capital leases and borrowings for asset financing

     (1,060     (145     (69

Proceeds from bond issuance

     989              

Proceeds from structured sale of facility

           85        

Proceeds from stock options and other common stock transactions

     138       54       82  

Taxes paid related to net share settlements of share-based compensation awards

     (76     (13     (48

Debt extinguishment costs

                 (95

Repurchase of common stock and advance payment for accelerated share repurchase

     (132           (73

Dividend payments

     (174     (78     (430

Borrowings for CSRA spin transaction

                 1,508  

Transfers of cash to CSRA upon Separation

                 (1,440

Other financing activities, net

     (28     (37     13  
  

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by financing activities

     (1,890     93       (485
  

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     65       (60     (57
  

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

     1,385       85       (920

Cash and cash equivalents at beginning of year

     1,263       1,178       2,098  
  

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

   $ 2,648     $ 1,263     $ 1,178  
  

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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DXC TECHNOLOGY COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

                                                                                                                                                                                                              
                   

Accumulated

               
    Common Stock   Additional       Other       Total   Non-    
            Paid-in   Retained   Comprehensive   Treasury   DXC   Controlling   Total
(in millions, except shares in thousands)   Shares   Amount   Capital   Earnings   Income (Loss)   Stock   Equity   Interest   Equity

Reported balance at April 3, 2015

    148,374     $ 148     $ 2,286     $ 928     $ 21     $ (446   $ 2,937     $ 28     $ 2,965  

Recapitalization adjustment(1)

          (147     147                                      
 

 

 

 

Recast balance at April 3, 2015

    148,374     $ 1     $ 2,433     $ 928     $ 21     $ (446   $ 2,937     $ 28     $ 2,965  
 

 

 

 

Net (loss) income

          251           251       12       263  

Other comprehensive loss

            (101       (101       (101

Share-based compensation expense

        45             45         45  

Acquisition of treasury stock

              (39     (39       (39

Share repurchase program (1)

    (3,750       32       (106         (74       (74
Stock option exercises and other common stock transactions (1)     4,123         77             77         77  

Dividends declared

          (104         (104       (104

Special dividend

          (317         (317       (317

Capital contributions

                      6       6  
Noncontrolling interest distributions and other                       (9     (9

Divestiture of NPS

          (619     (31       (650     (30     (680
 

 

 

 

Balance at April 1, 2016

    148,747     $ 1     $ 2,587     $ 33     $ (111   $ (485   $ 2,025     $ 7     $ 2,032  
 

 

 

 

 

 

  (1) Certain prior year amounts were adjusted to retroactively reflect the legal capital of DXC.

 

                                                                                                                                                                                                              
               

Retained

  Accumulated                
    Common Stock   Additional   Earnings   Other       Total   Non-    
            Paid-in   (Accumulated   Comprehensive   Treasury   DXC   Controlling   Total
(in millions, except shares in thousands)   Shares   Amount   Capital   Deficit)   Loss   Stock   Equity   Interest   Equity

Reported balance at April 1, 2016

      148,747     $ 149     $ 2,439     $ 33     $ (111   $ (485   $ 2,025     $ 7     $ 2,032  

Recapitalization adjustment(1)

          (148     148              
 

 

 

 

Recast balance at April 1, 2016

      148,747     $ 1     $ 2,587     $ 33     $ (111   $ (485   $ 2,025     $ 7     $ 2,032  
 

 

 

 

Net (loss) income

          (123         (123     23       (100

Other comprehensive loss

            (51       (51     (16     (67

Share-based compensation expense

        73             73         73  

Acquisition of treasury stock

              (12     (12       (12
Stock option exercises and other common stock transactions (1)     3,185         56             56         56  

Dividends declared

          (80         (80       (80
Noncontrolling interest distributions and other                       (17     (17
Noncontrolling interest from acquisition (2)                       281       281  

Balance at March 31, 2017

    151,932     $ 1     $ 2,716     $ (170   $ (162   $ (497   $ 1,888     $ 278     $ 2,166  

Recapitalization adjustment(1)

    (10,633           (497                 497                    
 

 

 

 

Recast balance at March 31, 2017

      141,299     $ 1     $ 2,219     $ (170   $ (162   $     $ 1,888     $ 278     $ 2,166  
 

 

 

 

 

 

  (1) Certain prior year amounts were adjusted to retroactively reflect the legal capital of DXC.
  (2) See Note 2 - “Acquisitions”

 

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                (Accumulated   Accumulated                
    Common Stock   Additional   Deficit)   Other       Total   Non-    
            Paid-in   Retained   Comprehensive   Treasury   DXC   Controlling   Total
(in millions, except shares in thousands)   Shares   Amount   Capital   Earnings   (Loss) Income   Stock (3)   Equity   Interest   Equity

Reported balance at Mach 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           (209         (209       (209
Noncontrolling interest distributions and other                       (9     (9
 

 

 

 

Balance at March 31, 2018

    286,393     $ 3     $ 12,210     $ 1,301     $ 58     $ (85   $ 13,487     $ 350     $ 13,837  
 

 

 

 

 

 

  (1) Certain prior year amounts were adjusted to retroactively reflect the legal capital of DXC.

 

  (2) See Note 2 - “Acquisitions”

 

  (3) 1,016,947 treasury shares as of March 31, 2018

The accompanying notes are an integral part of these consolidated financial statements.

 

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DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    

 

Note 1 - Summary of Significant Accounting Policies

Business

DXC Technology Company (“DXC” or the “Company”) is the world’s leading independent, end-to-end IT services company, serving nearly 6,000 private and public-sector clients from a diverse array of industries across 70 countries. The company’s technology independence, global talent and extensive partner network deliver transformative digital offerings and solutions that help clients harness the power of innovation to thrive on change.

Merger with HPES

On April 1, 2017, Computer Sciences Corporation (“CSC”) completed its previously announced combination with the Enterprise Services business of Hewlett Packard Enterprise Company (“HPES”), which resulted in CSC becoming a wholly owned subsidiary of DXC (the “HPES Merger”). DXC common stock began regular-way trading under the symbol “DXC” on the New York Stock Exchange on April 3, 2017. See Note 2 - “Acquisitions” for further information.

USPS Separation and Mergers

On October 11, 2017, DXC announced that it had entered into an Agreement and Plan of Merger with Perspecta Inc., Ultra First VMS Inc., Ultra Second VMS LLC, Ultra KMS Inc., Vencore Holding Corp. (“Vencore”), KGS Holding Corp (“KeyPoint”), The SI Organization Holdings LLC and KGS Holding LLC (the “Perspecta Merger Agreement”). The Perspecta Merger Agreement provides that the DXC will spin off its U.S. public sector business and combine it with Vencore and KeyPoint to form a separate, independent publicly traded company to serve U.S. public sector clients; Perspecta Inc (the “USPS Separation and Mergers”).

Basis of Presentation

In order to make this report easier to read, DXC refers throughout to (i) the Consolidated Financial Statements as the “Financial Statements,” (ii) the Consolidated Statements of Operations as the “Statements of Operations,” (iii) the Consolidated Statement of Comprehensive Income (loss) as the “Statements of Comprehensive Income,” (iv) the Consolidated Balance Sheets as the “Balance Sheets,” and (v) the Consolidated Statements of Cash Flows as the “Statements of Cash Flows.” In addition, references throughout to numbered “Notes” refer to the numbered Notes in these Notes to Consolidated Financial Statements, unless otherwise noted.

The accompanying financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission for annual reports and accounting principles generally accepted in the United States (“GAAP”). The financial statements include the accounts of DXC, its consolidated subsidiaries, and those business entities in which DXC maintains a controlling interest. Investments in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Other investments are accounted for by the cost method. Non-controlling interests are presented as a separate component within equity in the balance sheets. Net earnings attributable to the non-controlling interests are presented separately in the statements of operations, and comprehensive income attributable to non-controlling interests are presented separately in the statements of comprehensive income. All intercompany transactions and balances have been eliminated.

In connection with the HPES Merger, CSC was deemed the accounting acquirer of HPES for accounting purposes under GAAP, therefore, CSC is considered DXC’s predecessor and the historical financial statements of CSC prior to April 1, 2017, are reflected in this Annual Report on Form 10-K as DXC’s historical financial statements. Accordingly, the financial results of DXC as of and for any periods ending prior to April 1, 2017 do not include the financial results of HPES, and therefore, are not directly comparable. Additionally, CSC used to report its results based on a fiscal year convention that comprises four thirteen-week quarters. However, effective April 1, 2017, DXC’s fiscal year was modified to end on March 31 of each year with each quarter ending on the last calendar day.

 

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As a result of the HPES Merger, DXC now has a separate operating segment, USPS, and changed its primary segment performance measure to segment profit from the previously reported consolidated segment operating income. See Note

18 - “Segment and Geographic Information” for more information. In addition, DXC effected a recapitalization of its common stock and preferred stock (the “Recapitalization”). The Recapitalization, which converted DXC’s historical share price from par value $1.00 per share to par value $0.01 per share, resulted in no change to DXC’s total stockholders’ equity or earnings per share.

During fiscal 2016, CSC completed the separation of its U.S. public sector business (“NPS”) and combination of NPS with SRA International, Inc. to form a new independent publicly traded Company; CSRA Inc. (the “NPS Separation”). As a result of the NPS Separation, the statement of operations and related financial information reflect NPS’s operations as discontinued operations for fiscal 2016. However, the cash flows and comprehensive income of NPS have not been segregated and are included in the statement of cash flows and statement of comprehensive income for fiscal 2016.

Certain prior year amounts have been reclassified to conform to the current year presentation, specifically, within the balance sheets, “prepaid expenses” and “other current assets” previously aggregated within “prepaid expenses and other current assets” have been separately disclosed and, within the statements of operations, “separation costs” have been aggregated within “selling, general and administrative.”

Use of Estimates

The preparation of the financial statements in accordance with GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on assumptions regarding historical experience, currently available information and anticipated developments that it believes are reasonable and appropriate. However, because the use of estimates involves an inherent degree of uncertainty, actual results could differ from those estimates. Estimates are used for, but not limited to, contracts accounted for using the percentage-of-completion method, cash flows used in the evaluation of impairment of goodwill and other long-lived assets, reserves for uncertain tax benefits, valuation allowances on deferred tax assets, loss accruals for litigation and obligations related to our pension plans. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments necessary, including those of a normal recurring nature, to fairly present the financial statements.

Revenue Recognition

The Company’s primary service offerings are information technology outsourcing, other professional services, or a combination thereof. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the client, the sales price is fixed or determinable, and collectability is reasonably assured. For non-software arrangements that include multiple-elements, revenue recognition involves the identification of separate units of accounting after consideration of combining and/or segmenting contracts and allocation of the arrangement consideration to the units of accounting on the basis of their relative selling price.

Revenue under such contracts is recognized based upon the level of services delivered in the periods in which they are provided. These contracts often include upfront fees billed for activities to familiarize DXC with the client’s operations, take control over their administration and operation, and adapt them to DXC’s solutions. These activities typically do not qualify as separate units of accounting, and the related revenues are deferred until service commencement and recognized ratably over the period of performance during the period in which DXC provides the related service, which is typically the life of the contract. Costs are expensed as incurred, except for direct and incremental set-up costs which are capitalized and amortized on a straight-line basis over the life of the contract, which are described in more detail under the heading of intangible assets below. Software transactions that include multiple elements are described below within Multiple-element software sales.

The Company generally provides its services under time and materials contracts, unit price contracts, fixed-price contracts, and multiple-element software sales for which revenue is recognized in the following manner:

Time and materials contracts - Revenue is recorded at agreed-upon billing rates at the time services are provided.

 

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Unit-price contracts. Revenue is recognized based on unit metrics multiplied by the agreed upon contract unit price or when services are delivered.

Fixed-price contracts. For certain fixed-price contracts, revenue is recognized under the percentage-of-completion method as described below; these include certain software development projects and all long-term construction-type contracts. For other fixed-price contracts, revenue is recognized based on the proportion of the services delivered to date as a percentage of the total services to deliver over the contract term. If output or input measures are not available or cannot be reasonably estimated, revenue is recognized ratably over the contract term. Under the percentage-of-completion method, progress towards completion is measured based on either achievement of specified contract milestones, costs incurred as a proportion of estimated total costs, or other measures of progress when appropriate. Profit in a given period is reported at the estimated profit margin to be achieved on the overall contract. This method can result in the recognition of unbilled receivables, the deferral of costs as work in process, or deferral of profit on these contracts. Contracts that require estimates at completion using the percentage-of-completion method accounted for approximately 3% of the Company’s revenues for fiscal 2018. Management regularly reviews project profitability and underlying estimates. Revisions to the estimates at completion are reflected in results of operations as a change in accounting estimate in the period in which the facts that give rise to the revision become known by management. Provisions for estimated losses at completion, if any, are recognized in the period in which the loss becomes evident. The provision includes estimated costs in excess of estimated revenue and any profit margin previously recognized.

Multiple-element software sales. For multiple-element arrangements that involve the sale of DXC proprietary software, post contract customer support, and other software-related services, vendor-specific objective evidence (“VSOE”) of fair value is required to allocate and recognize revenue for each element. VSOE of fair value is determined based on the price charged where each deliverable is sold separately. In situations where VSOE of fair value exists for all undelivered elements but not a delivered element (typically the software license element), the residual method is used. This method allocates revenue to the undelivered elements equal to their VSOE value with the remainder allocated to the delivered element. If significant customization is required, and VSOE is available to support accounting for the software as a separate unit of account, software revenue is recognized as the related software customization services are performed in accordance with the percentage-of-completion method described above. In situations where VSOE of fair value does not exist for all of the undelivered software-related elements, revenue is deferred until only one undelivered element remains and then recognized following the pattern of delivery of the final undelivered element.

Pension and Other Benefit Plans

The Company accounts for its pension, other post-retirement benefit (“OPEB”), defined contribution and deferred compensation plans using the guidance of ASC 710 “Compensation - General” and ASC 715 “Compensation - Retirement Benefits”. The Company recognizes actuarial gains and losses and changes in fair value of plan assets in earnings at the time of plan remeasurement as a component of net periodic benefit expense. Typically plan remeasurement occurs annually during the fourth quarter of each fiscal year. The remaining components of pension and OPEB expense, primarily current period service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

Inherent in the application of the actuarial methods are key assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets, mortality rates, rates of compensation increases, and medical cost trend rates. Company management evaluates these assumptions annually and updates assumptions as necessary. The fair value of assets is determined based on the prevailing market prices or estimated fair value of investments when quoted prices are not available.

 

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Software Development Costs

After establishing technological feasibility, and until such time as the software products are available for general release to customers, the Company capitalizes costs incurred to develop commercial software products to be sold, leased or otherwise marketed. Costs incurred to establish technological feasibility are charged to expense as incurred.

Enhancements to software products are capitalized where such enhancements extend the life or significantly expand the marketability of the products. Amortization of capitalized software development costs is determined separately for each software product. Annual amortization expense is calculated based on the greater of the ratio of current gross revenues for each product to the total of current and anticipated future gross revenues for the product or the straight-line amortization method over the estimated useful life of the product.

Unamortized capitalized software costs associated with commercial software products are periodically evaluated for impairment on a product-by-product basis by comparing the unamortized balance to the product’s net realizable value. The net realizable value is the estimated future gross revenues from that product reduced by the related estimated future costs. When the unamortized balance exceeds the net realizable value, the unamortized balance is written down to the net realizable value and an impairment charge is recorded.

The Company capitalizes costs incurred to develop internal-use computer software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred in connection with development of upgrades or enhancements that result in additional functionality are also capitalized. Capitalized costs associated with internal-use software are amortized on a straight-line basis over the estimated useful life of the software. Purchased software is capitalized and amortized over the estimated useful life of the software. Internal-use software assets are evaluated for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Share-Based Compensation

Share-based awards are accounted for under the fair value method. The Company provides different forms of share-based compensation to its employees and non-employee directors. This includes stock options and restricted stock units (“RSUs”), including performance-based restricted stock units (“PSUs”). The fair value of the awards is determined on the grant date, based on the Company’s closing stock price. For awards settled in shares, the Company recognizes compensation expense based on the grant-date fair value net of estimated forfeitures over the vesting period. For awards settled in cash, the Company recognizes compensation expense based on the fair value at each reporting date net of estimated forfeitures.

The Company uses the Black-Scholes-Merton model to compute the estimated fair value of options granted. This model includes assumptions regarding expected term, risk-free interest rates, expected volatility and dividend yields which are periodically evaluated. The expected term is calculated based on the Company’s historical experience with respect to its stock plan activity and an estimate of when vested and unexercised option shares will be exercised. The expected term of options is based on job tier classifications, which have different historical exercise behavior. The risk-free interest rate is based on the zero-coupon interest rate of U.S. government issued treasury STRIPS with a period commensurate with the expected term of the options.

Expected volatility is based on a blended approach, which uses a two-thirds weighting for historical volatility and one-third weighting for implied volatility. The Company’s historical volatility calculation is based on employee class and historical closing prices of the Company’s peer group, in order to better align this factor with the expected terms of the stock options. DXC’s implied stock price volatility is derived from the price of exchange traded options on DXC’s stock with the longest remaining contractual term. Implied volatility is a prospective, forward looking measure representing market participants’ expectations of DXC’s future stock price volatility. The dividend yield assumption is based on the respective fiscal year dividend payouts. Forfeitures are estimated based on historical experience.

Business Combinations

Companies acquired during each reporting period are reflected in the results of the Company effective from their respective dates of acquisition through the end of the reporting period. The Company allocates the fair value of purchase

 

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consideration to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired and liabilities assumed in the acquired entity is recorded as goodwill. If the Company obtains new information about facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s statements of operations. For contingent consideration recorded as a liability, the Company initially measures the amount at fair value as of the acquisition date and adjusts the liability, if needed, to fair value each reporting period. Changes in the fair value of contingent consideration, other than measurement period adjustments, are recognized as income or expense. Acquisition-related expenses and post-acquisition integration costs are recognized separately from the business combination and are expensed as incurred.

Goodwill Impairment Analysis

The Company tests goodwill for impairment on an annual basis, as of the first day of the second fiscal quarter, and between annual tests if circumstances change, or if an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. A significant amount of judgment is involved in determining whether an event indicating impairment has occurred between annual testing dates. Such indicators include: a significant decline in expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, the disposal of a significant component of a reporting unit and the testing for recoverability of a significant asset group within a reporting unit.

The Company follows GAAP-prescribed rules when determining if goodwill has been impaired. Initially, an assessment of qualitative factors is conducted in order to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative analysis, which is commonly referred to as step zero under ASC Topic 350 “Goodwill and Other Intangible Assets”, considers all relevant factors specific to the reporting units, including macroeconomic conditions; industry and market considerations; overall financial performance and relevant entity-specific events.

If the Company determines that it is not more likely that the carrying amount for a reporting unit is less than its fair value, then the subsequent two-step goodwill impairment testing process is not required. If the Company determines that it is more likely than not that the carrying amount for a reporting unit is greater than its fair value, then it proceeds with the subsequent two-step process.

The Company has the option to bypass the initial qualitative assessment stage and proceed directly to perform step one of the two-step process. Step one of the process compares each reporting unit’s fair value to its carrying value. If the reporting unit’s fair value exceeds its carrying value, no further procedures are required. However, if a reporting unit’s fair value is less than its carrying value, an impairment of goodwill may exist, requiring a second step to measure the amount of impairment loss. In the second step, the reporting unit’s fair value is determined and allocated to the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in order to calculate the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill is less than the recorded goodwill, an impairment charge is recorded for the difference.

When the Company performs step one of the two-step test for a reporting unit, it estimates the fair value of the reporting unit using both the income approach and the market approach. The income approach incorporates the use of a discounted cash flow method in which the estimated future cash flows and terminal values for each reporting unit are discounted to present value using a discount rate. Cash flow projections are based on management’s estimates of economic and market conditions, which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate is based on the specific risk characteristics of each reporting unit, the weighted-average cost of capital and its underlying forecasts. The market approach estimates fair value by applying performance-metric multiples to the reporting unit’s prior and expected operating performance. The multiples are derived from comparable publicly traded companies that have operating and investment characteristics similar to those of the reporting unit. If the fair value of the reporting unit derived using one approach is significantly different from the fair value estimate using the other approach, the Company reevaluates its assumptions used in the two models.

 

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Assumptions are modified as considered appropriate under the circumstances until the two models yield similar and reasonable results. The fair values determined by the market approach and income approach, as described above, are weighted to determine the fair value for each reporting unit. The weighting ascribed to the market approach fair value assigned to each reporting unit is influenced by two primary factors: 1) the number of comparable publicly traded companies used in the market approach, and 2) the similarity of the operating and investment characteristics of the reporting units to the comparable publicly traded companies used in the market approach.

If DXC performs a step one analysis for all of its reporting units in conjunction with its annual goodwill testing, it also compares the sum of all of its reporting units’ fair values to the Company’s market capitalization (per-share stock price multiplied by the number of shares outstanding) and calculates an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). The Company evaluates the reasonableness of the control premium by comparing it to control premiums derived from recent comparable business combinations. If the implied control premium is not reasonable in light of the comparable business combinations, the Company reevaluates its fair value estimates of the reporting units by adjusting the discount rates and/or other assumptions. As a result, when DXC’s stock price and thus market capitalization is low relative to the sum of the estimated fair value of its reporting units, this reevaluation can result in reductions to the estimated fair values for the reporting units.

Fair Value

The Company applies fair value accounting for its financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The objective of a fair value measurement is to estimate the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Such transactions to sell an asset or transfer a liability are assumed to occur in the principal market for that asset or liability, or in the absence of the principal market, the most advantageous market.