Stockholders' Equity

12 Months Ended

Mar. 31, 2021

Description of Capital Stock

The Company has authorized share capital consisting of 750,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

Each share of common stock is equal in all respects to every other share of common stock of the Company. Each share of common stock is entitled to one vote per share at each annual or special meeting of stockholders for the election of directors and upon any other matter coming before such meeting. Subject to all the rights of the preferred stock, dividends may be paid to holders of common stock as and when declared by the Board of Directors (the "Board").

The Company's charter requires that preferred stock must be all of one class but may be issued from time to time in one or more series, each of such series to have such full or limited voting powers, if any, and such designations, preferences and relative, participating, optional or other special rights or qualifications, limitations or restrictions as provided in a resolution adopted by the Board of Directors. Each share of preferred stock will rank on a parity with each other share of preferred stock, regardless of series, with respect to the payment of dividends at the respectively designated rates and with respect to the distribution of capital assets according to the amounts to which the shares of the respective series are entitled.

Share Repurchase Program

On April 3, 2017, DXC announced the establishment of a share repurchase program approved by the Board of Directors with an initial authorization of up to $2.0 billion for future repurchases of outstanding shares of DXC common stock. On November 8, 2018, DXC announced that its board of directors approved an incremental $2.0 billion share repurchase authorization. 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.

The shares repurchased are retired immediately and included in the category of authorized but unissued shares. The excess of purchase price over par value of the common shares is allocated between additional paid-in capital and retained earnings. There was no share repurchase activity during fiscal 2021. The details of shares repurchased during fiscal 2020 and 2019 are shown below:


Fiscal Year	Number of shares repurchased	Average Price Per Share	Amount (In millions)
2020
Open market purchases	12,279,107	$43.67	$	536
ASR	3,654,544	$54.73	$	200
2020 Total	15,933,651	$46.21	$	736
2019
Open market purchases	19,342,586	$69.20	$	1,339
2019 Total	19,342,586	$69.20	$	1,339

Treasury Stock Transactions

In fiscal 2021, 2020 and 2019 the Company accepted 4,050, 38,902 and 42,008 shares of its common stock, respectively, in lieu of cash in connection with the exercise of stock options. In fiscal 2021, 2020 and 2019, the Company accepted 305,269, 321,148 and 729,703 shares of its common stock, respectively, in lieu of cash in connection with the tax withholdings associated with the release of common stock upon vesting of restricted stock and RSUs. As a result, the Company holds 2,458,027 treasury shares as of March 31, 2021.

Dividends

The Board of Directors (the “Board”) has suspended the Company’s cash dividend payment beginning in the first quarter of fiscal 2021 to preserve cash and enhance financial flexibility in the current environment. We intend to continue to suspend quarterly cash dividends for fiscal 2022. The dividends declared during fiscal 2020 and 2019 are shown in the table below:


	Dividends Declared
(in millions, except per share amounts)	Per Common Share		Total		Unpaid at Fiscal Year End

Fiscal 2020	$	0.84	$	219	$	55
Fiscal 2019	$	0.76	$	209	$	53

Accumulated Other Comprehensive Income (Loss)

The following table shows the changes in accumulated other comprehensive income (loss), net of taxes:


(in millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Available-for-sale Securities		Pension and Other Post-retirement Benefit Plans		Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2018	$	(261)	$	9	$	9	$	301	$	58
Current-period other comprehensive loss	(256)		(22)		—		(21)		(299)
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes	—		10		—		(13)		(3)
Balance at March 31, 2019	$	(517)	$	(3)	$	9	$	267	$	(244)
Current-period other comprehensive loss	(334)		(15)		—		—		(349)
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes	—		(2)		—		(8)		(10)
Balance at March 31, 2020	$	(851)	$	(20)	$	9	$	259	$	(603)
Current-period other comprehensive income (loss)	297		14		(9)		—		302
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes	—		5		—		(6)		(1)
Balance at March 31, 2021	$	(554)	$	(1)	$	—	$	253	$	(302)