XML 90 R13.htm IDEA: XBRL DOCUMENT v3.19.3
Divestitures
6 Months Ended
Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures Divestitures

Separation of USPS

During fiscal 2019, the Company completed the USPS Separation and Mergers to form Perspecta, an independent public company.

Implementation of the Separation and DXC's post-Separation relationship with Perspecta is governed by several agreements, including the following:

a Separation and Distribution Agreement;
an Employee Matters Agreement;
a Tax Matters Agreement;
an Intellectual Property Matters Agreement;
a Transition Services Agreement;
a Real Estate Matters Agreement;
an IT Services Agreement and,
a Non-US Agency Agreement.

These agreements provide for the allocation of assets, employees, liabilities and obligations (including property, employee benefits, litigation, and tax-related assets and liabilities) between DXC and Perspecta attributable to periods prior to, at and after the Separation. In addition, DXC and Perspecta have service and commercial contracts that generally extend through fiscal 2023. Results for the six months ended September 30, 2019 include $39 million of revenue and income from continuing operations before taxes associated with the IT services agreement.

Pursuant to the Separation and Distribution Agreement, immediately prior to the Separation, Perspecta made a net cash payment of $984 million to DXC, which reflects transaction consideration of $1,050 million less $66 million in principal amount of debt that was outstanding at a subsidiary of Perspecta. Perspecta financed the payment through borrowings under a new senior secured term loan facility.

DXC's former Chief Executive Officer, J. Michael Lawrie, will serve as DXC's Chairman until his planned retirement on December 31, 2019. Mr. Lawrie became Chairman of Perspecta effective as of the Separation and he continues to serve as Chairman of Perspecta. DXC's Chief Financial Officer, Paul N. Saleh, served as a Director of Perspecta until his term ended on August 13, 2019. Due to Mr. Lawrie's and Mr. Saleh's leadership positions at DXC and Perspecta, Perspecta is considered a related party under ASC 850 "Related Party Disclosures" for periods subsequent to the Separation. Transactions with Perspecta were immaterial to the Company's financial statements for the three and six months ended September 30, 2019 and balances due to and from Perspecta were immaterial to the Company's balance sheet as of September 30, 2019.

The following is a summary of the operating results for USPS which have been reflected within income from discontinued operations, net of tax:
(in millions)
 
Six Months Ended September 30, 2018(1)
Revenue
 
$
431

 
 
 
Costs of services
 
311

Selling, general and administrative
 
50

Depreciation and amortization
 
33

Restructuring costs
 
1

Interest expense
 
8

Other income, net
 
(25
)
Total costs and expenses
 
378

Total income from discontinued operations, before income taxes
 
53

Income tax expense
 
18

Total income from discontinued operations
 
$
35

        
(1) Results for the six months ended September 30, 2018 reflect operations through the Separation date of May 31, 2018, not the full six-month period.

There was no gain or loss on disposition recognized as a result of the Separation.

The following selected financial information of USPS is included in the statements of cash flows:
(in millions)
 
Six Months Ended September 30, 2018
Depreciation
 
$
16

Amortization
 
$
17

Capital expenditures
 
$

Significant operating non-cash items:
 
 
Gain on dispositions
 
$
24