# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

# (Mark	One)

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

# For	the	fiscal	year	ended	March	31,	2019

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

For	the	transition	period	from										to

# DXC	TECHNOLOGY	COMPANY

(Exact	name	of	Registrant	as	specified	in	its	charter)

Nevada

(State	of	incorporation	or	organization)

1775	Tysons	Boulevard

Tysons,	Virginia

(Address	of	principal	executive	offices)

(I.R.S.	Employer	Identification	No.)

(zip	code)

Registrant's	telephone	number,	including	area	code:	(703)	245-9675 Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

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. 			x	Yes		o	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. 			o		Yes		x		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.		x	Yes		o	No

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	every	Interactive	Data	File	required	to	be	submitted	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).	x	Yes		o	No

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.

Large	Accelerated	Filer					x

Non-accelerated	Filer	o

Accelerated	Filer	o

Smaller	reporting	company	o

Emerging	growth	company	o

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.	o

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

The	aggregate	market	value	of	the	registrant's	common	stock	held	by	non-affiliates	of	the	registrant	on	September	28,	2018,	the	last	business	day	of	the registrant's	most	recently	completed	second	fiscal	quarter,	based	upon	the	closing	price	of	a	share	of	the	registrant's	common	stock	on	that	date,	was $26,235,616,834.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	registrant's	definitive	Proxy	Statement	relating	to	its	2019	Annual	Meeting	of	Stockholders	(the	"2019	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,	2019,	are incorporated	by	reference	into	Part	III	of	this	Annual	Report	on	Form	10-K	where	indicated.

# TABLE	OF	CONTENTS

# PART	III

# PART	IV

# 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	integration	of	Computer	Sciences	Corporation's	("CSC")	and	Enterprise	Services	business	of	Hewlett	Packard	Enterprise	Company's ("HPES")	businesses,	operations,	and	culture	and	the	ability	to	operate	as	effectively	and	efficiently	as	expected,	and	the	combined	company's ability	to	successfully	manage	and	integrate	acquisitions	generally;

•the	ability	to	realize	the	synergies	and	benefits	expected	to	result	from	the	HPES	Merger	within	the	anticipated	time	frame	or	in	the	anticipated amounts;

•other	risks	related	to	the	HPES	Merger	including	anticipated	tax	treatment,	unforeseen	liabilities	and	future	capital	expenditures;

•the	U.S.	Public	Sector	business	("USPS")	Separation	and	Mergers	(defined	below)	could	result	in	substantial	tax	liability	to	DXC	and	our stockholders;

•changes	in	governmental	regulations	or	the	adoption	of	new	laws	or	regulations	that	may	make	it	more	difficult	or	expensive	to	operate	our business;

•changes	in	senior	management,	the	loss	of	key	employees	or	the	ability	to	retain	and	hire	key	personnel	and	maintain	relationships	with	key business	partners;

•the	risk	of	liability	or	damage	to	our	reputation	resulting	from	security	breaches	or	disclosure	of	sensitive	data	or	failure	to	comply	with	data protection	laws	and	regulations;

•business	interruptions	in	connection	with	our	technology	systems;

•the	competitive	pressures	faced	by	our	business;

•the	effects	of	macroeconomic	and	geopolitical	trends	and	events;

•the	need	to	manage	third-party	suppliers	and	the	effective	distribution	and	delivery	of	our	products	and	services;

•the	protection	of	our	intellectual	property	assets,	including	intellectual	property	licensed	from	third	parties;

•the	risks	associated	with	international	operations;

•the	development	and	transition	of	new	products	and	services	and	the	enhancement	of	existing	products	and	services	to	meet	customer	needs	and respond	to	emerging	technological	trends;

•the	execution	and	performance	of	contracts	by	us	and	our	suppliers,	customers,	clients	and	partners;

•the	resolution	of	pending	investigations,	claims	and	disputes;

•risks	relating	to	the	respective	abilities	of	the	parties	to	the	Luxoft	Acquisition	(defined	below)	to	satisfy	the	conditions	to,	and	to	otherwise consummate,	the	Luxoft	Acquisition	and	to	achieve	the	expected	results	therefrom;	and

•the	other	factors	described	under	Item	1A.	"Risk	Factors."

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.

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

As	the	world's	leading	independent,	end-to-end	IT	services	company,	DXC	leads	digital	transformations	for	clients	by	modernizing	and	integrating	their mainstream	IT,	and	by	deploying	digital	solutions	at	scale	to	produce	better	business	outcomes.	The	company's	technology	independence,	global	talent, and	extensive	partner	network	enable	6,000	private	and	public-sector	clients	in	70	countries	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.	DXC	designs	and	deploys	new	digital	solutions	–	at scale	–	that	integrate	with	our	clients'	mainstream	IT	infrastructure.	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	better	business	outcomes.

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

•Help	clients	advance	their	digital	transformations	by	modernizing	and	simplifying	their	mainstream	IT;	which	can	help	fund	their	digital	initiatives; •Invest	in	our	people	to	nurture	digital	skills	and	leadership	development;	and

•Deliver	value	by	achieving	results	for	our	clients	and	stakeholders.

# History	and	Development

DXC,	a	Nevada	corporation,	was	formed	on	April	1,	2017,	by	the	merger	of	CSC	and	HPES	(the	"HPES	Merger").	See	Note 2	-	"Acquisitions"	for	more information.

# USPS	Separation	and	Mergers

On	May	31,	2018,	DXC	completed	the	separation	of	USPS	(the	"Separation"),	and	combination	with	Vencore	Holding	Corp.	("Vencore")	and	KeyPoint Government	Solutions	("Keypoint")	(the	"Mergers")	to	form	Perspecta	Inc.	("Perspecta"),	an	independent	public	company	(collectively,	the	"USPS Separation	and	Mergers").	Under	the	terms	of	the	separation	agreements,	on	May	31,	2018,	stockholders	who	held	DXC	common	stock	at	the	close	of business	on	May	25,	2018	(the	"Record	Date"),	received	a	distribution	of	one	share	of	Perspecta	common	stock	for	every	two	shares	of	DXC	common stock	held	as	of	the	Record	Date	(the	"Distribution").	See	Note	3	-	"Divestitures"	for	more	information.

# Acquisitions	and	Divestitures

In	addition	to	the	USPS	Separation,	during	the	fiscal	year	ended	March	31,	2019	("fiscal	2019"),	we	completed	the	acquisition	of	Molina	Medicaid Solutions	("MMS"),	a	Medicaid	Management	Information	Systems	business,	from	Molina	Healthcare,	Inc.	The	combination	of	MMS	with	DXC	expanded our	ability	to	provide	services	to	state	agencies	in	the	administration	of	Medicaid	programs,	including	business	processing,	information	technology development	and	administrative	services.	We	also	completed	other	acquisitions	during	fiscal	2019	to	complement	our	Microsoft	Dynamics	and ServiceNow	offerings	and	to	provide	opportunities	for	future	growth.	See	Note	2	-	"Acquisitions"	for	more	information.

On	January	7,	2019,	DXC	and	Luxoft	Holding,	Inc	("Luxoft")	announced	a	definitive	agreement	for	DXC	to	acquire	Luxoft,	a	global-scale	digital	innovator providing	digital	strategy	consulting	and	engineering	services	for	companies	across	North	America,	Europe	and	the	Asia	Pacific	region	(the	"Luxoft Acquisition").	Pursuant	to	the	agreement	between	DXC	and	Luxoft,	all	of	the	issued	and	outstanding	Luxoft	Class	A	and	Class	B	ordinary	shares	will receive	$59.00	per	share	in	cash,	representing	a	total	equity	value	of	approximately	$2	billion.	The	transaction	is	anticipated	to	close	by	June	2019, subject	to	regulatory	and	other	approvals.	Such	approvals	include	the	termination	or	expiration	of	the	relevant	waiting	period	under,	and	the	approvals required	to	be	obtained	in	connection	with	or	in	compliance	with,	(i)	the	Hart-Scott-Rodino	Antitrust	Improvements	Act	of	1976,	as	amended,	which	was satisfied	on	January	31,	2019;	(ii)	the	European	Union	Merger	Regulation,	which	was	satisfied	on	March	25,	2019;	and	(iii)	Russia	merger	control regulations,	which	was	satisfied	on	June	11,	2019.

# Segments	and	Services

As	a	result	of	the	Separation,	USPS	is	no	longer	included	as	a	reportable	segment.	Our	reportable	segments	are	Global	Business	Services	("GBS")	and Global	Infrastructure	Services	("GIS").

# 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.

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	2019,	2018	or	2017.

# 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.

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

# 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.

# Employees

As	of	March	31,	2019,	we	employed	approximately	130,000	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.	They	are	also	available	through	the	SEC	at	www.sec.gov/edgar/searchedgar/companysearch.html.	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.

# Information	About	Our	Executive	Officers

| Name | Age | Year	First<br>Elected	as<br>Officer | Term	as	an<br>Officer | Position	Held	With	the	Registrant	as	of	the	filing	date | Family<br>Relationship |
| :--- | :--- | :--- | :--- | :--- | :--- |
| J.\tMichael\tLawrie | 65 | 2017 | Indefinite | \t Chairman,\tPresident\tand\tChief\tExecutive\tOfficer | \t None |
| Paul\tN.\tSaleh | 62 | 2017 | Indefinite | Executive\tVice\tPresident\tand\tChief\tFinancial\tOfficer | \t None |
| William\tL.\tDeckelman,\tJr. | 61 | 2017 | Indefinite | Executive\tVice\tPresident,\tGeneral\tCounsel\tand\tSecretary | \t None |
| Joanne\tMason | 51 | 2017 | Indefinite | Executive\tVice\tPresident\tand\tChief\tHuman\tResources\tOfficer | \t None |
| Edward\tHo | 56 | 2018 | Indefinite | Executive\tVice\tPresident\tand\tGeneral\tManager,\tOfferings | \t None |
| James\tR.\tSmith | 51 | 2017 | Indefinite | Executive\tVice\tPresident,\tDigital\tTransformation\tand\tCustomer\tAdvocacy | \t None |
|  |  |  |  | Senior\tVice\tPresident,\tCorporate\tController\tand |  |
| Neil\tA.\tManna | 56 | 2017 | Indefinite | Principal\tAccounting\tOfficer | \t 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 and	chairman	of	the	board	of	directors	of	Perspecta.	We	believe	Mr.	Lawrie's	knowledge	and	extensive	experience	in	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.	Mr.	Saleh	serves	as	a	Director	of	Perspecta.

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.

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.

Edward	Ho	joined	DXC	on	January	2018	and	serves	as	Executive	Vice	President	and	General	Manager,	Offerings.	Mr.	Ho	previously	served	as	the President	of	Global	Payment	Solutions	of	D+H	Corporation,	a	publicly	traded,	leading,	global	financial	technology	company,	from	April	2015	to	November 2017,	where	he	was	responsible	for	leadership	of	its	digital,	global	transaction	banking	business.	From	January	2013	to	April	2015,	Mr.	Ho	served	as	the President	and	Chief	Operating	Officer	of	Fundtech	Corporation,	a	private	equity	owned,	leading	provider	of	digital	payments	banking	software	and services,	where	he	was	responsible	of	sales,	marketing,	product	management,	development,	professional	services,	customer	support	and	certain	general and	administrative	functions.	Prior	to	his	role	at	Fundtech,	he	served	for	9	years	as	Executive	Vice	President	and	General	Manager	of	the	capital	markets division	at	Misys	plc,	a	provider	of	banking,	treasury,	trading	and	risk	management	software	solutions.	Previously,	he	had	been	Chief	Executive	Officer and	President	of	IQ	Financial	Systems,	a	developer	and	marketer	of	commercial	lending	and	risk	management	software	systems.	Mr.	Ho	also	spent	15 years	as	a	banker	with	Bank	of	America,	Bankers	Trust	and	Deutsche	Bank.

James	R.	Smith	serves	as	Executive	Vice	President,	Digital	Transformation	and	Customer	Advocacy	of	DXC.	Mr.	Smith	previously	served	as	CSC's Executive	Vice	President	and	General	Manager	for	GBS	since	he	joined	in	August	2013.	Prior	to	joining	CSC,	Mr.	Smith	served	as	Chief	Executive	Officer of	Motricity,	a	provider	of	cloud-based	mobile	enterprise	and	analytics	solutions	from	2009	to	2012.	Under	his	direction,	Motricity	had	a	successful	initial public	offering	on	NASDAQ	after	completing	a	business	model	transformation	and	global	expansion.	Mr.	Smith	held	various	executive	leadership	positions at	Avaya	from	2001	to	2008	where	he	helped	drive	a	10-fold	increase	in	the	company's	market	capitalization	and	reinvented	a	global	software	platform. Prior	to	that,	he	was	an	Associate	Partner	at	Accenture.

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.

# 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	which	has	resulted	in	deflationary	pressure	in	the	price	of	services	which	in	turn	can	adversely impact	our	margins.	Our	competitors	may	develop	solutions	or	services	that	make	our	offerings	obsolete	 or	may	force	us	to	decrease	prices	on our	services	which	can	result	in	lower	margins.	Our	ability	to	develop	and	implement	up	to	date	solutions	utilizing	new	technologies	that	meet evolving	customer	needs	in	digital	cloud,	information	technology	outsourcing,	consulting,	industry	software	and	solutions,	application	services markets,	and	in	areas	such	as	artificial	intelligence,	automation,	Internet	of	Things	and	as-a-service	solutions, in	a	timely	or	cost-effective	manner,	will	impact	our	ability	to	retain	and	attract	customers	and	our	future	revenue	growth	and	earnings.	 If	we	are unable	to	continue	to	develop	digital	and	other	new	service	offerings	in	a	highly	competitive	and	rapidly	evolving	environment	or	if	we	are	unable to	commercialize	such	services	and	solutions,	expand	and	scale	them	with	sufficient	speed	and	versatility,	our	growth,	productivity	objectives	and profit	margins	could	be	negatively	affected.

Technological	developments	may	materially	affect	the	cost	and	use	of	technology	by	our	customers.	Some	of	these	technologies	have	reduced and	replaced	some	of	our	traditional	services	and	solutions	and	may	continue	to	do	so	in	the	future.	This	has	caused,	and	may	in	the	future cause,	customers	to	delay	spending	under	existing	contracts	and	engagements	and	to	delay	entering	into	new	contracts	while	they	evaluate	new technologies.	Such	delays	can	negatively	impact	our	results	of	operations	if	the	pace	and	level	of	spending	on	new	technologies	is	not	sufficient to	make	up	any	shortfall.	Our	growth	strategy	focuses	on	responding	to	these	types	of	developments	by	driving	innovation	that	will	enable	us	to expand	our	business	into	new	growth	areas.	If	we	do	not	sufficiently	invest	in	new	technology	and	adapt	to	industry	developments,	or	evolve	and expand	our	business	at	sufficient	speed	and	scale,	or	if	we	do	not	make	the	right	strategic	investments	to	respond	to	these	developments	and successfully	drive	innovation,	our	services	and	solutions,	our	results	of	operations,	and	our	ability	to	develop	and	maintain	a	competitive advantage	and	to	execute	on	our	growth	strategy	could	be	negatively	affected.

# 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	creates	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	valuable	proprietary	information,	including	copyrights,	trade	secrets	and	other	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,	including	by	state	actors,	reflects	an	external environment	that	is	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	us	and	our	clients.	We	can	also	be	harmed	by	attacks	on	third	parties, such	as	denial-of-service	attacks.	We	see	regular	unauthorized	efforts	to	access	our	systems,	which	we	evaluate	for	severity	and	frequency. While	incidents	experienced	thus	far	have	not	resulted	in	significant	disruption	to	our	business,	it	is	possible	that	we	could	suffer	a	severe	attack or	incident,	with	potentially	material	and	adverse	effects	on	our	business,	reputation,	customer	relations,	results	of	operations	or	financial condition.

We	must	expend	capital	and	other	resources	to	protect	against	attempted	security	breaches	and	cyber-attacks	and	to	alleviate	problems	caused by	successful	breaches	or	attacks.	We	consider	information	security	to	be	a	top	priority	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.

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	such	as	through	an	advanced	persistent	threat	attack,	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	or	those	of	our	contractors,	partners	or	vendors	could	access	our	systems	and	misappropriate	proprietary information,	the	confidential	data	of	our	customers,	employees	or	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.

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	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	 $7.4	billion	as	of	March	31,	2019	(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.

A	substantial	portion	of	our	borrowing	capacity	bears	interest	at	a	variable	rate	based	on	the	London	Interbank	Offered	Rate	("LIBOR").	In	July 2017,	the	United	Kingdom's	Financial	Conduct	Authority	("FCA"),	which	regulates	LIBOR,	announced	that	it	intends	to	phase	out	LIBOR	by	the end	of	2021.	The	U.S.	Federal	Reserve,	in	conjunction	with	the	Alternative	Reference	Rates	Committee,	a	steering	committee	comprised	of	large U.S.	financial	institutions,	is	considering	replacing	LIBOR	with	the	Secured	Overnight	Financing	Rate	("SOFR"),	a	new	index	calculated	by	short- term	repurchase	agreements,	backed	by	Treasury	securities.

Certain	of	our	financing	agreements	include	language	to	determine	a	replacement	rate	for	LIBOR,	if	necessary.	However,	if	LIBOR	ceases	to exist,	we	may	need	to	renegotiate	some	financing	agreements	extending	beyond	2021	that	utilize	LIBOR	as	a	factor	in	determining	the	interest rate.	We	are	evaluating	the	potential	impact	of	the	eventual	replacement	of	the	LIBOR	benchmark	interest	rate,	however,	we	are	not	able	to predict	whether	LIBOR	will	cease	to	be	available	after	2021,	whether	SOFR	will	become	a	widely	accepted	benchmark	in	place	of	LIBOR,	or what	the	impact	of	such	a	possible	transition	to	SOFR	may	be	on	our	business,	financial	condition,	and	results	of	operations.

# 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.

# 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	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.

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	increases	and	as	more	of	the	services	we	provide	are	shifted	to	lower	cost	regions	of	the	world. Approximately	63%	of	revenues	earned	during	fiscal	2019	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	cause	significant	volatility	in global	financial	markets	and	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.

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.

# 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	20	-	"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.	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.

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.	On	November	8,	2018,	DXC	announced	that	its	Board	of Directors	approved	an	incremental	$2.0	billion	share	repurchase	authorization.	Starting	fiscal	2018,	we	paid	quarterly	cash	dividends	to	our stockholders	in	accordance	with	our	announced	dividend	policy.	We	intend	to	continue	to	pay	a	quarterly	cash	dividend	during	fiscal	2020	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	21	-	"Commitments	and	Contingencies",	we	are	currently	party	to	a	number	of	disputes	that	involve	or	may	involve	litigation, including	a	securities	class	action	and	other	lawsuits	in	which	we	and	our	directors	have	been	named	as	a	defendant.	The	result	of	these	lawsuits and	any	other	future	legal	proceedings	cannot	be	predicted	with	certainty.	Regardless	of	their	subject	matter	or	merits,	such	legal	proceedings may	result	in	significant	cost	to	us,	which	may	not	be	covered	by	insurance,	may	divert	the	attention	of	management	or	may	otherwise	have	an adverse	effect	on	our	business,	financial	condition	and	results	of	operations.	Negative	publicity	from	litigation,	whether	or	not	resulting	in	a substantial	cost,	could	materially	damage	our	reputation	and	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	results	of operations,	and	the	price	of	our	common	stock.	In	addition,	such	legal	proceedings	may	make	it	more	difficult	to	finance	our	operations.

# 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,	2019,	we	have	 $2.4	billion	of	floating	interest	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	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.

# 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	were	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,	state	and	local	jurisdictions	continue	to	issue	guidance	on	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	was	adjusted	in	fiscal	2019	and	may	be	subject	to	further	adjustment	in	subsequent	periods	upon	the	filing	of	the	associated October	31,	2018	U.S.	federal	and	state	income	tax	returns.	Additionally,	the	repatriation	tax	resulted	in	a	material	amount	of	additional	U.S.	tax liability,	the	majority	of	which	was	reflected	as	an	income	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	future	guidance,	including technical	corrections.

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	work	with	our	tax	advisors	to	determine	the	full	impact	that	the	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.

# 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	continue	to	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.

# 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.

# 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	Luxoft	Acquisition

# The	proposed	Luxoft	Acquisition	is	contingent	upon	the	satisfaction	of	a	number	of	conditions,	and	the	Luxoft	Acquisition	may	not	be consummated	on	the	terms	or	timeline	currently	contemplated.

On	January	7,	2019,	we	announced	that	we	had	entered	into	a	definitive	agreement	to	acquire	Luxoft.	We	currently	expect	that	the	Luxoft Acquisition,	if	completed,	will	occur	by	June	2019.	The	terms	and	conditions	of	the	Luxoft	Acquisition	are	as	set	forth	in	the	Merger	Agreement dated	as	of	January	6,	2019	by	and	among	DXC,	Luxoft	and	Luna	Equities,	Inc.	(the	"Luxoft	Merger	Agreement").	Luxoft	and	DXC	have	made customary	representations	and	warranties	and	agreed	to	customary	covenants	in	the	Luxoft	Merger	Agreement.	The	parties

to	the	Luxoft	Merger	Agreement	have	also	agreed	to	use	their	respective	reasonable	best	efforts	to	obtain	any	approvals	from	governmental authorities	to	complete	the	Luxoft	Acquisition,	including	antitrust	approvals,	subject	to	certain	exceptions.	Antitrust	approvals	include	the termination	or	expiration	of	the	relevant	waiting	period	under,	and	the	approvals	required	to	be	obtained	in	connection	with	or	in	compliance	with, (i)	the	Hart-Scott-Rodino	Antitrust	Improvements	Act	of	1976,	as	amended,	which	was	satisfied	on	January	31,	2019;	(ii)	the	European	Union Merger	Regulation,	which	was	satisfied	on	March	25,	2019;	and	(iii)	Russia	merger	control	regulations,	which	was	satisfied	on	June	11,	2019. Luxoft	may	not	engage	in	any	discussions	regarding	a	potential	acquisition	of	Luxoft	with	any	party	other	than	DXC	or	its	affiliates	or	otherwise enter	into	any	agreement	with	respect	to,	or	solicit,	initiate,	propose	or	knowingly	encourage	any	proposal	regarding	an	alternative	transaction. The	Luxoft	Merger	Agreement	contains	certain	customary	termination	rights	for	both	Luxoft	and	DXC.

The	consummation	of	the	Luxoft	Acquisition	is	subject	to	certain	conditions,	including	(i)	the	receipt	of	antitrust	clearances,	(ii)	the	absence	of	any law,	order	or	other	governmental	action	preventing	or	restraining	the	consummation	of	the	Luxoft	Acquisition,	(iii)	the	accuracy	of	the representations	and	warranties	of	each	party	in	the	Luxoft	Merger	Agreement,	(iv)	compliance	in	all	material	respects	by	each	party	with	its covenants	under	the	Luxoft	Merger	Agreement,	and	(v)	the	absence	of	a	material	adverse	effect	on	Luxoft.	For	these	and	other	reasons,	the Luxoft	Acquisition	may	not	be	completed	by	the	end	of	June	2019	or	otherwise	on	the	terms	or	timeline	contemplated,	if	at	all.

# The	proposed	Luxoft	Acquisition	may	result	in	disruptions	to	relationships	with	customers	and	other	business	partners.

If	we	complete	the	proposed	Luxoft	Acquisition,	the	proposed	transaction	could	cause	disruptions	in	our	business	and	the	Luxoft	business, 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.	If	we	and	Luxoft	face	difficulties	in	integrating	our	businesses,	or	the	Luxoft	business faces	difficulties	in	its	business	generally,	the	Luxoft	Acquisition,	if	completed,	may	not	achieve	the	intended	results.

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

# The	actions	required	to	implement	the	Luxoft	Acquisition	will	take	management	time	and	attention	and	may	require	us	to	incur additional	costs.

The	Luxoft	Acquisition	will	require	management's	time	and	resources,	which	will	be	in	addition	to,	and	may	divert	from,	management's	time	and attention	to	the	operation	of	our	existing	businesses	and	the	execution	of	our	other	strategic	initiatives.	Additionally,	we	may	incur	additional	costs in	connection	with	the	Luxoft	Acquisition	beyond	those	that	are	currently	anticipated.	Some	of	these	costs	must	be	paid	regardless	of	whether	the Luxoft	Acquisition	is	consummated.

# Risks	Related	to	Previous	Spin-Offs

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

Among	the	closing	conditions	to	completing	the	USPS	Separation	and	Mergers,	we	received	a	legal	opinion	of	tax	counsel	substantially	to	the effect	that,	for	U.S.	federal	income	tax	purposes:	(i)	the	USPS	Separation	qualifies	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	is	a	"party	to	a	reorganization"	within	the meaning	of	Section	368(b)	of	the	Code	with	respect	to	the	USPS	Separation;	(iii)	the	Distribution	qualifies	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	causes	Section	355(e)	of	the Code	to	apply	to	the	Distribution.	If,	notwithstanding	the	conclusions	expressed	in	these	opinions,	the	USPS	Separation	and	Mergers	were determined	to	be	taxable,	DXC	and	its	stockholders	could	incur	significant	tax	liabilities.

In	addition,	prior	to	the	HPES	Merger,	CSC	spun	off	its	North	American	Public	Sector	business	("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.	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.	If,	notwithstanding	the	conclusions	expressed	in	these	opinions,	the	NPS Separation	were	determined	to	be	taxable,	CSC	and	CSC	stockholders	that	received	CSRA	Inc	("CSRA")	stock	in	the	NPS	Separation	could incur	significant	tax	liabilities.

The	opinions	of	counsel	we	received	were	based	on,	among	other	things,	various	factual	representations	and	assumptions,	as	well	as	certain undertakings	made	by	DXC,	Perspecta	and	CSRA.	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	conclusions	reached	in	the	opinion	could	be	adversely	affected	and	the	USPS	Separation or	the	NPS	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	opinions	or	that	a	court	would	not	sustain such	a	challenge.	If,	notwithstanding	our	receipt	of	the	opinions,	the	USPS	Separation	or	NPS	Separation	is	determined	to	be	taxable,	we	would recognize	taxable	gain	as	if	we	had	sold	the	shares	of	Perspecta	or	CSRA	in	a	taxable	sale	for	its	fair	market	value,	which	could	result	in	a substantial	tax	liability.	In	addition,	if	the	USPS	Separation	or	NPS	Separation	is	determined	to	be	taxable,	each	holder	of	our	common	stock	who received	shares	of	Perspecta	or	CSRA	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.

Additionally,	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	entered	into	a	tax	matters	agreement	with	Perspecta,	under	which	it	agreed	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.

# 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	2019	and	fiscal	2018,	we	initiated	facilities	rationalization	programs	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,	2019:

| Geographic	Area | Number	of<br>Locations | Owned | Leased | Total |
| :--- | :--- | :--- | :--- | :--- |
| United\tStates | 152 | 4,792 | 3,515 | 8,307 |
| India | 39 | 741 | 4,164 | 4,905 |
| Other\tEurope\tlocations | 96 | 364 | 3,261 | 3,625 |
| United\tKingdom | 80 | 1,146 | 2,056 | 3,202 |
| Australia\t&amp;\tother\tPacific\tRim\tlocations | 47 | — | 1,582 | 1,582 |
| France | 33 | 956 | 196 | 1,152 |
| Germany | 43 | 318 | 718 | 1,036 |
| Malaysia | 5 | 199 | 561 | 760 |
| Brazil | 10 | 228 | 477 | 705 |
| Spain | 16 | — | 522 | 522 |
| Canada | 15 | 217 | 304 | 521 |
| Philippines | 5 | — | 516 | 516 |
| China | 13 | 5 | 506 | 511 |
| Rest\tof\tWorld | 60 | 212 | 1,367 | 1,579 |
| \t\tTotal | 614 | 9,178 | 19,745 | 28,923 |
|  |  |  |  | 8\t- |

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 21	-	"Commitments and	Contingencies"	under	the	caption	"Commitments",	which	provides	additional	information	related	to	our	real	estate	lease	commitments.

# ITEM	3.	LEGAL	PROCEEDINGS

See	Note	21	-	"Commitments	and	Contingencies"	under	the	caption	"Contingencies"	for	information	regarding	legal	proceedings	in	which	we	are	involved.

# ITEM	4.	MINE	SAFETY	DISCLOSURES

Not	applicable.

# PART	II

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

# Market	Information

Our	common	stock	trades	on	the	New	York	Stock	Exchange	under	the	symbol	"DXC".

# Number	of	Holders

# Dividends

Cash	dividends	declared	on	DXC	common	stock	for	each	quarter	of	fiscal	 2019	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	 2020,	and	on	May	23,	2019	we	announced	that	our	Board	of	Directors	declared	a regular	quarterly	dividend	payment	for	the	quarter	ending	March	31,	2019	of	$0.21	per	share	on	the	Company's	common	stock.	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.

# Issuer	Purchases	of	Equity	Securities

Share	repurchase	activity	during	the	three	months	ended	 March	31,	2019	was	as	follows:

| Period | Total	Number<br>of	Shares<br>Purchased | Average	Price<br>Paid	Per	Share | Total	Number<br>of	Shares<br>Purchased	as<br>Part	of	Publicly<br>Announced	Plans	or<br>Programs(1) | Approximate<br>Dollar	Value<br>of	Shares	that<br>May	Yet	be	Purchased<br>Under	the	Plans	or<br>Programs |
| :--- | :--- | :--- | :--- | :--- |
| January\t1,\t2019\tto\tJanuary\t31,\t2019 | 1,662,149 | $54.97 | 1,662,149 | $2,523,936,426 |
| February\t1,\t2019\tto\tFebruary\t28,\t2019 | — | $— | — | $2,523,936,426 |
| March\t1,\t2019\tto\tMarch\t31,\t2019 | — | $— | — | $2,523,936,426 |

(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	$2.0	billion	for	future repurchases	of	outstanding	shares	of	our	common	stock.	On	November	8,	2018,	our	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.	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,	2019	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

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

|  | Return	2018 | Return	2019 |
| :--- | :--- | :--- |
| DXC\tTechnology\tCompany | 48.7% | (24.4)% |
| S&amp;P\t500\tIndex | 12.0% | 9.8\t% |
| S&amp;P\tNorth\tAmerican\tTechnology\tIndex | 30.0% | 17.9\t% |

# Equity	Compensation	Plans

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

# 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	and	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.

Our	selected	consolidated	financial	data	set	forth	below,	as	of	March	31,	2019	and	March	31,	2018,	and	for	the	fiscal	years	ended	March	31,	2019,	March 31,	2018,	and	March	31,	2017,	have	been	derived	from	the	audited	consolidated	financial	statements	included	elsewhere	herein.	Our	selected consolidated	financial	data	set	forth	below,	as	of	March	31,	2017,	April	1,	2016,	and	April	3,	2015	and	for	the	fiscal	years	ended	April	1,	2016,	and	April	3, 2015,	are	derived	from	our	consolidated	financial	statements	not	included	elsewhere	herein.

Selected	consolidated	financial	data	as	of	and	for	the	fiscal	years	ended	March	31,	2019	and	March	31,	2018	are	not	directly	comparable	to	prior	periods which	reflect	CSC's	financial	results	before	the	HPES	Merger.	Additionally,	as	a	result	of	the	USPS	Separation,	the	statement	of	operations,	balance sheets,	and	related	financial	information	reflect	USPS's	operations,	assets	and	liabilities	as	discontinued	operations.	See	Note	1	-	"Summary	of	Significant Accounting	Policies".

# Statement	of	Operations	Data:

| (in	millions,	except	per-share	amounts) | March	31,	2019(1) | March	31,	2018(2) | March	31,	2017(3) | April	1,	2016(4) | April	3,	2015(5) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Revenues | $20,753 | $21,733 | $7,607 | $7,106 | $8,117 |
| Income\t(loss)\tfrom\tcontinuing\toperations,\tbefore\ttaxes | 1,515 | 1,304 | (174) | 10 | (671) |
| Income\ttax\texpense\t(benefit) | 288 | (242) | (74) | (62) | (464) |
| Income\t(loss)\tfrom\tcontinuing\toperations | 1,227 | 1,546 | (100) | 72 | (207) |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | 35 | 236 | — | 191 | 224 |
| Net\tincome\t(loss)\tattributable\tto\tDXC\tcommon\tstockholders | 1,257 | 1,751 | (123) | 251 | 2 |
| Earnings\t(loss)\tper\tcommon\tshare: |  |  |  |  |  |
| Basic: |  |  |  |  |  |
| Continuing\toperations | $4.40 | $5.32 | $(0.88) | $0.51 | $(1.45) |
| Discontinued\toperations | 0.13 | 0.83 | — | 1.31 | 1.46 |
|  | $4.53 | $6.15 | $(0.88) | $1.82 | $0.01 |
| Diluted: |  |  |  |  |  |
| Continuing\toperations | $4.35 | $5.23 | $(0.88) | $0.50 | $(1.45) |
| Discontinued\toperations | 0.12 | 0.81 | — | 1.28 | 1.46 |
|  | $4.47 | $6.04 | $(0.88) | $1.78 | $0.01 |
| Weighted\taverage\tcommon\tshares\toutstanding\tfor: |  |  |  |  |  |
| Basic\tEPS | 277.54 | 284.93 | 140.39 | 138.28 | 142.56 |
| Diluted\tEPS | 281.43 | 289.77 | 140.39 | 141.33 | 142.56 |
| Cash\tdividend\tper\tcommon\tshare | $0.76 | $0.72 | $0.56 | $2.99 | $0.92 |

# Balance	Sheet	Data:

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 | April	1,	2016 | April	3,	2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents | $2,899 | $2,593 | $1,268 | $1,181 | $2,079 |
| Total\tassets | 29,574 | 33,921 | 8,663 | 7,736 | 10,221 |
| Debt |  |  |  |  |  |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities | $5,470 | $6,092 | $2,225 | $1,934 | $1,635 |
| Short-term\tdebt\tand\tcurrent\tmaturities\tof\tlong-term\tdebt | 1,942 | 1,918 | 738 | 710 | 883 |
| Total\tDebt | $7,412 | $8,010 | $2,963 | $2,644 | $2,518 |
| Total\tequity | $11,725 | $13,837 | $2,166 | $2,032 | $2,965 |
| Net\tdebt-to-total\tcapitalization\t(6) | 23.6% | 24.8% | 33.0% | 31.3% | 8.0% |

(1)	Fiscal	2019	included	$465	million	of	restructuring	costs.

(2)	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.	Fiscal	2018 included	$789	million	of	restructuring	costs.

(4)	Fiscal	2016	included	$95	million	of	debt	extinguishment	costs.

(5)	Fiscal	2015	included	$256	million	of	restructuring	costs	and	 $197	million	of	SEC	settlement	related	charges.

(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.

# 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,	2019	and	our	financial	condition	as	of	March	31,	2019.	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

The	following	discussion	includes	a	comparison	of	our	results	of	operations	and	liquidity	and	capital	resources	for	fiscal	2019	and	fiscal	2018.	A	discussion of	changes	in	our	results	of	operations	from	fiscal	2017	to	fiscal	2018	may	be	found	in	"Item	7.	Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations"	of	Exhibit	99.1	to	our	Current	Report	on	Form	8-K	filed	with	the	Securities	and	Exchange	Commission	on	August	16, 2018.

As	the	world's	leading	independent,	end-to-end	IT	services	company,	DXC	leads	digital	transformations	for	clients	by	modernizing	and	integrating	their mainstream	IT,	and	by	deploying	digital	solutions	at	scale	to	produce	better	business	outcomes.	The	company's	technology	independence,	global	talent, and	extensive	partner	network	enable	6,000	private	and	public-sector	clients	in	70	countries	to	thrive	on	change.	DXC	is	a	recognized	leader	in	corporate responsibility.

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	two	segments:	GBS	and	GIS.	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.

The	following	table	sets	forth	certain	financial	data	for	fiscal	2019	and	2018:

| (In	millions,	except	per-share	amounts) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Revenues | $20,753 | $21,733 |
| Income\tfrom\tcontinuing\toperations,\tbefore\ttaxes | 1,515 | 1,304 |
| Income\ttax\texpense\t(benefit) | 288 | (242) |
| Income\tfrom\tcontinuing\toperations | 1,227 | 1,546 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | 35 | 236 |
| Net\tincome | $1,262 | $1,782 |
| Diluted\tearnings\tper\tshare: |  |  |
| Continuing\toperations | $4.35 | $5.23 |
| Discontinued\toperations | 0.12 | 0.81 |
|  | $4.47 | $6.04 |

# Fiscal	2019	Highlights

Fiscal	2019	financial	highlights	include	the	following:

•Fiscal	2019	income	from	continuing	operations	and	diluted	EPS	from	continuing	operations	were	 $1,227	million	and	$4.35,	respectively,	including the	cumulative	impact	of	certain	items	of	$1,125	million,	or	$3.99	per	share,	reflecting	restructuring	costs,	transaction,	separation	and	integration-

related	costs,	amortization	of	acquired	intangible	assets,	pension	and	other	post-retirement	benefit	("OPEB")	actuarial	and	settlement	losses	and a	tax	adjustment	related	to	U.S.	tax	reform.

•We	generated	$1,783	million	of	cash	from	operations	during	fiscal	2019.

•We	returned	$1,549	million	to	shareholders	in	the	form	of	common	stock	dividends	and	share	repurchases	during	fiscal	2019.

# Revenues

| (in	millions) | March	31,	2019 | March	31,	2018 | Change | Percentage<br>Change |
| :--- | :--- | :--- | :--- | :--- |
| GBS | $8,684 | $9,254 | $(570) | (6.2)% |
| GIS | 12,069 | 12,479 | (410) | (3.3)% |
| Total\tRevenues | $20,753 | $21,733 | $(980) | (4.5)% |

The	decrease	in	revenues	for	fiscal	2019	compared	with	fiscal	2018	reflects	an	ongoing	decline	in	our	traditional	application	maintenance	business	and legacy	infrastructure	services.	Fiscal	2019	revenues	included	an	unfavorable	foreign	currency	exchange	rate	impact	of	1.6%,	primarily	driven	by	the strengthening	of	the	U.S.	dollar	against	the	Euro	and	British	Pound.

During	fiscal	2019	and	fiscal	2018,	the	distribution	of	our	revenues	across	geographies	was	as	follows:

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

As	a	global	company,	approximately	63%	of	our	fiscal	2019	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:

| (in	millions) | Currency	March<br>31,	2019 | March	31,	2018 | Change | Percentage<br>Change |
| :--- | :--- | :--- | :--- | :--- |
| GBS | $8,823 | $9,254 | $(431) | (4.7)% |
| GIS | 12,282 | 12,479 | (197) | (1.6)% |
| Total\tRevenues | $21,105 | $21,733 | $(628) | (2.9)% |

Our	GBS	segment	revenues	were	$8.7	billion	for	fiscal	2019,	representing	a	decrease	of	$0.6	billion,	or	6.2%,	compared	to	fiscal	2018.	The	revenue decline	included	an	unfavorable	foreign	currency	exchange	rate	impact	of	$0.1	billion,	or	1.5%.	GBS	revenues	in	constant	currency	were	$8.8	billion	for fiscal	2019,	representing	a	decrease	of	$0.4	billion,	or	4.7%.	The	decrease	in	GBS	revenue	in	fiscal	2019	reflects	a	decline	in	the	traditional	application maintenance	and	management	business	and	includes	the	impact	of	accelerated	cloud	adoption.

Our	GIS	segment	revenues	were	$12.1	billion	for	fiscal	2019,	representing	a	decrease	of	$0.4	billion,	or	3.3%,	compared	to	fiscal	2018.	The	revenue decline	included	an	unfavorable	foreign	currency	exchange	rate	impact	of	$0.2	billion,	or	1.7%.GIS	revenues	in	constant	currency	were	$12.3	billion	for fiscal	2019,	representing	a	decrease	of	$0.2	billion,	or	1.6%.	The	decrease	in	GIS	revenue	in	fiscal	2019	reflects	the	ongoing	migration	out	of	legacy infrastructure	environments,	partially	offset	by	growth	in	our	cloud	infrastructure	and	digital	workplace	offerings.

During	fiscal	2019,	GBS	and	GIS	had	contract	awards	of	 $9.3	billion	and	$11.4	billion,	respectively,	compared	with	$10.2	billion	and	$11.6	billion, respectively,	during	fiscal	2018.

# Costs	and	Expenses

Our	total	costs	and	expenses	were	as	follows:

|  | Fiscal	Years	Ended | Fiscal	Years	Ended | Percentage	of	Revenues |  |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 | 2019 | 2018 |
| Costs\tof\tservices\t(excludes\tdepreciation\tand\tamortization\tand\trestructuring\tcosts) | $14,946 | $16,317 | 72.1\t% | 75.0\t% |
| Selling,\tgeneral\tand\tadministrative\t(excludes\tdepreciation\tand\tamortization\tand\nrestructuring\tcosts) | 1,959 | 1,890 | 9.4 | 8.7 |
| Depreciation\tand\tamortization | 1,968 | 1,795 | 9.5 | 8.3 |
| Restructuring\tcosts | 465 | 789 | 2.2 | 3.6 |
| Interest\texpense,\tnet | 206 | 231 | 1.0 | 1.1 |
| Other\tincome,\tnet | (306) | (593) | (1.5) | (2.7) |
| Total\tcosts\tand\texpenses | $19,238 | $20,429 | 92.7\t% | 94.0\t% |

The	1.3%	improvement	in	costs	and	expenses,	as	a	percentage	of	revenue	for	fiscal	2019,	reflects	continued	execution	of	our	synergy	initiatives, including	workforce	optimization,	supply	chain	efficiencies	and	rationalization	of	our	real	estate	footprint.

# Costs	of	Services

Cost	of	services	(excluding	depreciation	and	amortization	and	restructuring	costs)	("COS"),	was	 $14.9	billion	for	fiscal	2019,	as	compared	to	 $16.3	billion for	fiscal	2018.	COS	decreased	$1.4	billion,	and	as	a	percentage	of	revenue	decreased	 2.9%,	compared	to	fiscal	2018.	This	decrease	was	driven	by headcount	reduction	and	procurement	efficiencies.	Employee	labor	costs,	as	a	percentage	of	revenue,	decreased	in	both	segments	and	across	our geographic	regions,	year-over-year.

# Selling,	General	and	Administrative

Selling	(general	and	administrative	expense,	excluding	depreciation	and	amortization	and	restructuring	costs)	("SG&A"),	was	 $2.0	billion	for	fiscal	2019, as	compared	to	$1.9	billion	for	fiscal	2018.	SG&A	increased	$0.1	billion,	and	as	a	percentage	of	revenue	increased	 0.7%,	compared	to	fiscal	2018.	The increase	in	SG&A	reflects	an	increase	in	integration,	separation,	and	transaction-related	costs	and	allocated	worldwide	support	costs.

Integration,	separation	and	transaction-related	costs,	included	in	SG&A,	were	 $401	million	during	fiscal	2019,	as	compared	to	 $359	million	during	fiscal 2018.

# Depreciation	and	Amortization

Depreciation	and	amortization	expense	("D&A")	was	 $2.0	billion	for	fiscal	2019,	compared	to	$1.8	billion	for	fiscal	2018.	The	increase	in	D&A	was primarily	due	to	an	increase	in	depreciation	expense	from	leased	equipment	and	an	increase	in	amortization	expense	related	to	accelerated	transition	and transformation	contract	costs	as	compared	to	fiscal	2018.

# Restructuring	Costs

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

During	fiscal	2019	we	initiated	certain	restructuring	actions	across	our	segments	and	geographies.	The	fiscal	2019	global	cost	savings	initiatives	were designed	to	better	align	our	organizational	structure	with	our	strategic	initiatives	and	continue	the	integration	of	HPES	and	other	acquisitions.

Total	restructuring	costs	recorded,	net	of	reversals,	during	fiscal	 2019	and	2018	were	$465	million	and	$789	million,	respectively.	The	net	amounts recorded	included	$2	million	and	$13	million	of	pension	benefit	augmentations	for	fiscal	2019	and	2018,	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	20	-	"Restructuring	Costs"	for	additional	information	about	our	restructuring	actions.

# Interest	Expense	and	Interest	Income

Interest	expense	for	fiscal	2019	was	$334	million	as	compared	to	$320	million	in	fiscal	2018.	Interest	income	for	fiscal	2019	was	$128	million,	as compared	to	$89	million	in	fiscal	2018.	The	year-over-year	increase	in	interest	expense	and	interest	income	was	primarily	due	to	our	cash pool	arrangements.	The	increase	in	cash	pool	expense	was	partially	offset	by	a	decrease	in	interest	expense	related	to	our	borrowings.

# Other	Income,	Net

Other	income,	net	includes	non-service	cost	components	of	net	periodic	pension	income,	movement	in	foreign	currency	exchange	rates	on	our	foreign currency	denominated	assets	and	liabilities	and	the	related	economic	hedges,	equity	earnings	of	unconsolidated	affiliates,	gain	on	sale	of	non-operating assets	and	other	miscellaneous	gains	and	losses.

The	components	of	other	income,	net	for	fiscal	2019	and	fiscal	2018	are	as	follows:

|  | Fiscal	Years	Ended | Fiscal	Years	Ended |
| :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 |
| Non-service\tcost\tcomponents\tof\tnet\tperiodic\tpension\tincome | $(182) | $(509) |
| Foreign\tcurrency\tloss\t(gain) | 31 | (71) |
| Other\tgain | (155) | (13) |
| Total | $(306) | $(593) |

The	$287	million	decrease	in	other	income	for	fiscal	2019	was	due	to	a	year-over-year	decrease	of	$327	million	in	non-service	components	of	net	periodic pension	income	and	a	year-over-year	unfavorable	foreign	currency	impact	of	$102	million	resulting	primarily	from	a	gain	recognized	as	a	result	of	a change	in	the	functional	currency	of	a	European	holding	company	during	fiscal	2018,	which	was	not	present	in	the	current	fiscal	year.	These	decreases were	partially	offset	by	a	$142	million	increase	in	other	gains	primarily	due	to	sales	of	non-operating	assets	during	fiscal	2019.

# Taxes

Our	effective	tax	rate	("ETR")	on	income	(loss)	from	continuing	operations,	before	taxes,	for	fiscal	 2019	and	2018	was	19.0%	and	(18.6)%	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	2019,	the	ETR	was	primarily	impacted	by:

•Local	tax	losses	on	investments	in	Luxembourg	that	decreased	the	foreign	tax	rate	differential	and	decreased	the	ETR	by	$ 360	million	and 23.7%,	respectively,	with	an	offsetting	increase	in	the	ETR	due	to	an	increase	in	the	valuation	allowance	of	the	same	amount.

•A	change	in	the	net	valuation	allowance	on	certain	deferred	tax	assets,	primarily	in	Luxembourg,	Germany,	Spain,	UK,	and	Switzerland,	which increased	income	tax	expense	and	increased	the	ETR	by	$256	million	and	16.9%,	respectively.

•A	decrease	in	the	transition	tax	liability	and	a	change	in	tax	accounting	method	for	deferred	revenue,	which	decreased	income	tax	expense	and decreased	the	ETR	by	$66	million	and	4.3%,	respectively.

•Due	to	the	Company's	change	in	repatriation	policy,	the	reversal	of	a	deferred	tax	liability	relating	to	the	outside	basis	difference	of	foreign subsidiaries	which	increased	the	income	tax	benefit	and	decreased	the	ETR	by	$554	million	and	42.5%,	respectively.

•The	accrual	of	the	one-time	transition	tax	on	estimated	unremitted	foreign	earnings,	which	decreased	the	income	tax	benefit	and	increased	the ETR	by	$361	million	and	27.7%,	respectively.

•The	remeasurement	of	deferred	tax	assets	and	liabilities,	which	increased	the	income	tax	benefit	and	decreased	the	ETR	by $338	million	and 25.9%,	respectively.

As	of	March	31,	2018,	our	net	deferred	tax	assets	in	certain	DXC	German	entities	were	primarily	the	result	of	net	operating	loss	carryforwards,	pension, restructuring,	and	other	miscellaneous	accruals.	A	full	valuation	allowance	was	recorded	against	these	net	deferred	tax	assets	as	of	that	reporting	date. For	the	period	ended	December	31,	2018	management	determined	that	the	positive	evidence,	including	the	duration	of	the	current	profitability	due	to realization	of	cost	synergies	relating	to	the	HPES	merger,	a	legal	entity	restructuring	allowing	the	future	utilization	of	net	operating	loss	carryforwards	and the	nonrecurring	nature	of	the	factors	that	primarily	drove	historical	losses	outweighs	the	negative	evidence	of	a	three-year	cumulative	loss.	Therefore,	as of	December	31,	2018,	management	had	a	change	in	judgment	and	concluded	that	it	is	now	more	likely	than	not	that	the	net	deferred	tax	assets	in	these DXC	German	entities	will	be	fully	utilized.	As	a	result,	we	have	recorded	a	valuation	allowance	release	of	$113	million.	As	of	March	31,	2019, management	had	no	change	in	our	conclusions	regarding	the	positive	and	negative	evidence	and	future	realizability	of	these	DXC	German	entities' deferred	tax	assets.

The	IRS	is	examining	CSC's	federal	income	tax	returns	for	fiscal	2008	through	2017.	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 November	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	2017	federal	income	tax	returns.	We	have	not	received	any	proposed	adjustments	for	this	cycle.	We	continue	to	believe	that	our	tax positions	are	more	likely	than	not	sustainable	and	that	we	will	ultimately	prevail.	The	Company	now	expects	to	reach	a	resolution	for	all	years	no	earlier than	fiscal	2021.

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	$9	million,	excluding	interest, penalties,	and	tax	carryforwards.

# Income	from	Discontinued	Operations

Income	from	discontinued	operations	reflects	the	net	income	generated	by	USPS.	As	the	Separation	occurred	on	May	31,	2018,	there	are	only	two months	of	USPS	results	included	in	fiscal	2019.

# Earnings	Per	Share

Diluted	EPS	from	continuing	operations	for	fiscal	 2019	was	$4.35,	a	decrease	of	$0.88	per	share	compared	with	the	prior	fiscal	year.	The	EPS	decrease was	due	to	a	decrease	of	$319	million	in	income	from	continuing	operations.

Diluted	EPS	for	fiscal	2019	includes	$1.25	per	share	of	restructuring	costs,	$1.06	per	share	of	transaction,	separation	and	integration-related	costs,	 $1.42 per	share	of	amortization	of	acquired	intangible	assets,	$0.41	per	share	of	pension	and	OPEB	actuarial	and	settlement	losses	and	 $(0.16)	per	share	of	tax adjustment	related	to	U.S.	tax	reform.

# Non-GAAP	Financial	Measures

We	present	non-GAAP	financial	measures	of	performance	which	are	derived	from	the	statements	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,	constant	currency	revenues	and	net	debt-to-total	capitalization.

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	basis.	Non-GAAP	financial	measures	exclude	certain	items	from	GAAP	results	which	DXC	management	believes	are not	indicative	of	core	operating	performance.	DXC	management	believes	these	non-GAAP	measures	allow	investors	to	better	understand	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	targets.

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.	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 include:

|  | Fiscal	Years	Ended | Fiscal	Years	Ended |  |  |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 | Change | Percent\tChange |
| Income\tfrom\tcontinuing\toperations | $1,515 | $1,304 | $211 | 16.2\t% |
| Non-GAAP\tincome\tfrom\tcontinuing\toperations | $3,063 | $2,758 | $305 | 11.1\t% |
| Net\tincome | $1,262 | $1,782 | $(520) | (29.2)% |
| Adjusted\tEBIT | $3,269 | $2,989 | $280 | 9.4\t% |

# 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.

•Tax	adjustment	-	reflects	the	estimated	non-recurring	benefit	of	the	Tax	Cuts	and	Jobs	Act	of	2017	for	fiscal	2019	and	the	application	of	an approximate	28%	tax	rate	for	fiscal	2018,	which	is	within	the	targeted	effective	tax	rate	range	for	the	prior	year.

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

| (in	millions,	except	per-share	amounts) | As	Reported | Restructuring	Costs | Separation	and<br>Integration-Related<br>Costs | Amortization	of<br>Acquired	Intangible<br>Assets | Pension	and	OPEB<br>Actuarial	and<br>Settlement	Losses | Tax	Adjustment | Non-GAAP	Results |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Costs\tof\tservices\t(excludes\tdepreciation\tand\tamortization\nand\trestructuring\tcosts) | $14,946 | $— | $— | $— | $— | $— | $14,946 |
| Selling,\tgeneral\tand\tadministrative\t(excludes\tdepreciation\nand\tamortization\tand\trestructuring\tcosts) | 1,959 | — | (401) | — | — | — | 1,558 |
| Income\tfrom\tcontinuing\toperations,\tbefore\ttaxes | 1,515 | 465 | 401 | 539 | 143 | — | 3,063 |
| Income\ttax\texpense | 288 | 112 | 102 | 138 | 27 | 44 | 711 |
| Income\tfrom\tcontinuing\toperations | 1,227 | 353 | 299 | 401 | 116 | (44) | 2,352 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | 35 | — | — | — | — | — | 35 |
| Net\tincome | 1,262 | 353 | 299 | 401 | 116 | (44) | 2,387 |
| Less:\tnet\tincome\tattributable\tto\tnon-controlling\tinterest,\tnet\nof\ttax | 5 | — | — | — | — | — | 5 |
| Net\tincome\tattributable\tto\tDXC\tcommon\tstockholders | $1,257 | $353 | $299 | $401 | $116 | $(44) | $2,382 |
| Effective\tTax\tRate | 19.0% |  |  |  |  |  | 23.2% |
| Basic\tEPS\tfrom\tcontinuing\toperations | $4.40 | $1.27 | $1.08 | $1.44 | $0.42 | $(0.16) | $8.46 |
| Diluted\tEPS\tfrom\tcontinuing\toperations | $4.35 | $1.25 | $1.06 | $1.42 | $0.41 | $(0.16) | $8.34 |
| Weighted\taverage\tcommon\tshares\toutstanding\tfor: |  |  |  |  |  |  |  |
| Basic\tEPS | 277.54 | 277.54 | 277.54 | 277.54 | 277.54 | 277.54 | 277.54 |
| Diluted\tEPS | 281.43 | 281.43 | 281.43 | 281.43 | 281.43 | 281.43 | 281.43 |

*	The	net	periodic	pension	cost	within	income	from	continuing	operations	includes	$700	million	of	actual	return	on	plan	assets,	whereas	the	net	periodic	pension	cost	within	non- GAAP	income	from	continuing	operations	includes	$570	million	of	expected	long-term	return	on	pension	assets	of	defined	benefit	plans	subject	to	interim	remeasurement.

| (in	millions,	except	per-share	amounts) | As	Reported | Restructuring	Costs | Separation	and<br>Integration-Related<br>Costs | Amortization	of<br>Acquired	Intangible<br>Assets | Pension	and	OPEB<br>Actuarial	and<br>Settlement	Gains | Tax	Adjustment | Non-GAAP	Results |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Costs\tof\tservices\t(excludes\tdepreciation\tand\tamortization\nand\trestructuring\tcosts) | $16,317 | $— | $— | $— | $— | $— | $16,317 |
| Selling,\tgeneral\tand\tadministrative\t(excludes\tdepreciation\nand\tamortization\tand\trestructuring\tcosts) | 1,890 | — | (359) | — | — | — | 1,531 |
| Income\tfrom\tcontinuing\toperations,\tbefore\ttaxes | 1,304 | 789 | 359 | 526 | (220) | — | 2,758 |
| Income\ttax\t(benefit)\texpense | (242) | — | — | — | — | 1,013 | 771 |
| Income\tfrom\tcontinuing\toperations | 1,546 | 789 | 359 | 526 | (220) | (1,013) | 1,987 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | 236 | — | — | — | — | — | 236 |
| Net\tincome | 1,782 | 789 | 359 | 526 | (220) | (1,013) | 2,223 |
| Less:\tnet\tincome\tattributable\tto\tnon-controlling\tinterest,\tnet\nof\ttax | 31 | — | — | — | — | — | 31 |
| Net\tincome\tattributable\tto\tDXC\tcommon\tstockholders | $1,751 | $789 | $359 | $526 | $(220) | $(1,013) | $2,192 |
| Effective\tTax\tRate | (18.6)% |  |  |  |  |  | 28.0% |
| Basic\tEPS\tfrom\tcontinuing\toperations | $5.32 | $2.77 | $1.26 | $1.85 | $(0.77) | $(3.56) | $6.86 |
| Diluted\tEPS\tfrom\tcontinuing\toperations | $5.23 | $2.72 | $1.24 | $1.82 | $(0.76) | $(3.50) | $6.75 |
| Weighted\taverage\tcommon\tshares\toutstanding\tfor: |  |  |  |  |  |  |  |
| Basic\tEPS | 284.93 | 284.93 | 284.93 | 284.93 | 284.93 | 284.93 | 284.93 |
| Diluted\tEPS | 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.

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

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Net\tincome | $1,262 | $1,782 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | (35) | (236) |
| Income\ttax\texpense\t(benefit) | 288 | (242) |
| Interest\tincome | (128) | (89) |
| Interest\texpense | 334 | 320 |
| EBIT | 1,721 | 1,535 |
| Restructuring\tcosts | 465 | 789 |
| Transaction,\tseparation\tand\tintegration-related\tcosts | 401 | 359 |
| Amortization\tof\tacquired\tintangible\tassets | 539 | 526 |
| Pension\tand\tOPEB\tactuarial\tand\tsettlement\tlosses\t(gains) | 143 | (220) |
| Adjusted\tEBIT | $3,269 | $2,989 |

# Cash	and	Cash	Equivalents	and	Cash	Flows

As	of	March	31,	2019,	our	cash	and	cash	equivalents	("cash")	were	 $2.9	billion,	of	which	$1.4	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 and	current	income	inclusions	for	global	intangible	low	taxed	income,	we	expect	a	significant	portion	of	the	cash	held	by	our	foreign	subsidiaries	will	no longer	be	subject	to	U.S.	federal	income	tax	consequences	upon	subsequent	repatriation	to	the	U.S.	However,	a	portion	of	this	cash	may	still	be	subject	to foreign	income	tax	consequences	upon	future	remittance.	Therefore,	if	additional	funds	held	outside	the	U.S.	are	needed	for	our	operations	in	the	U.S.	we plan	to	repatriate	these	funds.

Cash	and	cash	equivalents	increased	$0.3	billion	during	fiscal	2018	to	 $2.9	billion,	primarily	due	to	changes	in	operating	activities.	The	cash	flows	of USPS	have	not	been	segregated	and	are	included	in	the	statements	of	cash	flows	for	the	fiscal	year	ended	March	31,	2018	and	through	the	separation date	of	May	31,	2018	in	the	statements	of	cash	flows	for	the	fiscal	year	ended	March	31,	2019.

The	following	table	summarizes	our	cash	flow	activity:

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\toperating\tactivities | $1,783 | $2,567 | $619 |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | 69 | 719 | (565) |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (1,663) | (1,890) | 93 |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (19) | 65 | (60) |
| Net\tincrease\tin\tcash\tand\tcash\tequivalents | 170 | 1,461 | 87 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tyear | 2,729 | 1,268 | 1,181 |
| Cash\tand\tcash\tequivalents\tat\tthe\tend\tof\tperiod | $2,899 | $2,729 | $1,268 |

# Operating	cash	flow

Net	cash	provided	by	operating	activities	during	fiscal	2019	was	 $1,783	million	as	compared	to	$2,567	million	during	fiscal	2018.	The	decrease	of	$784 million	was	predominately	due	to	a	decrease	in	net	income	of	$520	million,	a	change	in	net	accounts	receivables	of	 $483	million,	and	other	working capital.	This	was	partially	offset	by	additional	deferred	tax	adjustments	of	$939	million.

Net	cash	provided	by	operating	activities	during	fiscal	2018	was	 $2,567	million	as	compared	to	$619	million	during	fiscal	2017.	The	increase	of	$1,948 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.

# Investing	cash	flow

Net	cash	provided	by	investing	activities	during	fiscal	2019	 decreased	$650	million	to	$69	million.	The	decrease	was	due	to	net	cash	provided	by acquisitions	of	$735	million	during	fiscal	2018,	compared	with	cash	paid	for	acquisitions	of	 $365	million	during	fiscal	2019.	In	addition,	there	was	an increase	in	cash	payments	for	outsourcing	contract	costs	of	$66	million,	software	purchases	of	$50	million	and	purchase	of	property	and	equipment	of $73	million.	The	decrease	in	net	cash	provided	by	investing	activities	was	offset	by	additional	proceeds	from	sale	of	assets	of	 $299	million	and	cash collections	from	deferred	purchase	price	receivables	of	$399	million.

Net	cash	provided	by	(used	in)	investing	activities	during	fiscal	2018	was	 $719	million	as	compared	to	$(565)	million	for	fiscal	2017.	The	increase	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	increase	in	net	cash	provided	by	(used	in)	investing	activities	was	partially	offset	by	an	increase	in	cash	payments	for	outsourcing contract	costs	of	$227	million	and	software	purchases	of	$71	million.

# Financing	cash	flow

Net	cash	used	in	financing	activities	during	fiscal	2019	was	 $1,663	million,	as	compared	to	 $1,890	million	during	fiscal	2018.	The	$227	million	decrease	in net	cash	used	in	financing	activities	was	primarily	due	to	repayments	of	$737	million	in	fiscal	2018,	which	did	not	recur	in	the	current	year,	additional draws	on	long-term	debt	of	$1,025	million,	and	borrowings	of	 $1,114	million	for	the	USPS	Separation.	This	was	partially	offset	by	additional	payments	on long-term	debt	obligations	of	$1,078	million,	repurchases	of	common	stock	of	$1,212	million,	and	a	decrease	in	cash	proceeds	from	bond	issuance	of $236	million.

Net	cash	(used	in)	provided	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.

# Capital	Resources

See	Note	21	-	"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:

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Short-term\tdebt\tand\tcurrent\tmaturities\tof\tlong-term\tdebt | $1,942 | $1,918 |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities | 5,470 | 6,092 |
| Total\tdebt | $7,412 | $8,010 |

The	$0.6	billion	decrease	in	total	debt	during	fiscal	2019	was	primarily	attributed	to	the	repayment	of	$899	million	principal	amount	of	the	USD	term	loan due	2022.	This	debt	repayment	was	financed	from	the	cash	payment	received	from	Perspecta	in	connection	with	the	Separation.

During	fiscal	2019,	we	completed	a	senior	note	offering	in	an	aggregate	principal	of	 €650	million	due	2026	and	entered	into	term	loan	credit	agreements in	aggregate	principal	amounts	of	£450	million	maturing	in	fiscal	2022	and	AUD	800	million	maturing	in	fiscal	2021.	The	proceeds	of	these	credit	facilities were	used	to	repay	debt	and	for	general	corporate	purposes.	Also,	we	amended	our	commercial	paper	program	to	issue	short-term	commercial	paper notes	up	to	a	maximum	aggregate	amount	outstanding	at	any	time	of	€1	billion	or	its	equivalent	in	U.S.	dollars.

Additionally,	during	fiscal	2019,	we	entered	into	a	term	loan	credit	agreement	consisting	of	three	tranches	(the	"delayed	draw	term	loan"):	(i)	$500	million maturing	five	years	following	the	funding	date;	(ii)	€750	million	maturing	two	years	following	the	funding	date;	and	(iii)	€750	million	maturing	three	years following	the	funding	date.	The	proceeds	of	this	term	loan	will	be	used	to	finance	in	part	the	acquisition	of	Luxoft	and	for	general	corporate	purposes.	The term	loan	is	undrawn	as	of	March	31,	2019.

We	were	in	compliance	with	all	financial	covenants	associated	with	our	borrowings	as	of	March	31,	2019	and	March	31,	2018.

The	maturity	chart	below	summarizes	the	future	maturities	of	long-term	debt	principal	for	fiscal	years	subsequent	to	 March	31,	2019	and	excludes maturities	of	borrowings	for	assets	acquired	under	long-term	financing	and	capitalized	lease	liabilities.	For	more	information	on	our	debt,	see	Note	12	- "Debt"	to	the	financial	statements.

The	following	table	summarizes	our	capitalization	ratios:

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Total\tdebt | $7,412 | $8,010 |
| Cash\tand\tcash\tequivalents | 2,899 | 2,593 |
| Net\tdebt(1) | $4,513 | $5,417 |
| Total\tdebt | $7,412 | $8,010 |
| Equity | 11,725 | 13,837 |
| Total\tcapitalization | $19,137 | $21,847 |
| Debt-to-total\tcapitalization | 38.7% | 36.7% |
| Net\tdebt-to-total\tcapitalization(1) | 23.6% | 24.8% |

(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	due	to	a	 $0.9	billion	decrease	in	net	debt,	attributed	to	a	$0.6	billion	decrease	in	total	debt.	The decrease	in	net	debt	was	partially	offset	by	a	$2.1	billion	decrease	in	equity	resulting	primarily	from	the	Separation	of	USPS	and	share	repurchases.

As	of	March	31,	2019,	our	credit	ratings	were	as	follows:

Subsequent	to	the	January	2019	announcement	by	DXC	and	Luxoft	of	a	definitive	agreement	for	DXC	to	acquire	Luxoft,	Fitch,	Moody's	and	S&P	affirmed their	ratings	and	outlook	for	DXC.

See	Note	21	-	"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.

# 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	using	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.	In	addition,	we	currently	utilize,	and	will	further	utilize,	our	cross	currency	cash	pool	for	liquidity	needs.	However,	there	is	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.

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\tmillions) | March\t31,\t2019 |
| Cash\tand\tcash\tequivalents | $2,899 |
| Available\tborrowings\tunder\tour\trevolving\tcredit\tfacility | 4,000 |
| Available\tborrowings\tunder\tour\tdelayed\tdraw\tterm\tloan | 2,185 |
| Total\tliquidity | $9,084 |

# Share	Repurchases

During	fiscal	2018,	our	Board	of	Directors	authorized	the	repurchase	of	up	to	 $2.0	billion	of	our	common	stock	and	on	November	8,	2018,	we	announced that	our	Board	of	Directors	had	approved	an	incremental	$2.0	billion	share	repurchase	authorization.	An	expiration	date	has	not	been	established	for	this repurchase	plan.	During	fiscal	2019,	we	repurchased	19,342,586	shares	of	our	common	stock	at	an	aggregate	cost	of	 $1,339	million.

During	fiscal	2019,	our	Board	of	Directors	declared	aggregate	cash	dividends	to	our	stockholders	of $0.76	per	share,	or	approximately	 $209	million.	Future dividends	are	subject	to	customary	board	review	and	approval	prior	to	declaration.

In	the	normal	course	of	business,	we	are	a	party	to	arrangements	that	include	guarantees,	the	receivables	securitization	facility	and	certain	other	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	21	- "Commitments	and	Contingencies"	for	additional	information	regarding	these	off-balance	sheet	arrangements.

Our	contractual	obligations	as	of	 March	31,	2019,	were	as	follows:

|  | Less	than |  |  | More	than |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | 1\tyear | 2-3\tyears | 4-5\tyears | 5\tyears | Total |
| Debt(1) | $766 | $1,920 | $557 | $2,290 | $5,533 |
| Capitalized\tlease\tliabilities | 482 | 490 | 155 | — | 1,127 |
| Operating\tLeases | 657 | 637 | 288 | 274 | 1,856 |
| Purchase\tObligations(2) | 2,286 | 1,514 | 675 | 25 | 4,500 |
| U.S.\tTax\tReform\t-\tTransition\tTax(3) | 26 | 52 | 75 | 145 | 298 |
| Interest\tand\tpreferred\tdividend\tpayments(4) | 184 | 283 | 185 | 224 | 876 |
| Total(5) | $4,401 | $4,896 | $1,935 | $2,958 | $14,190 |

(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	transition	tax,	which	has	now	been	determined	to	be	complete,	resulted	in	recording	a	total	transition	tax	obligation	of	$316	million,	of	which	$324	million	was	recorded	as income	tax	liability	and	$(8)	million	recorded	as	a	reduction	in	our	unrecognized	tax	benefits,	which	has	been	omitted	from	this	table.	The	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.	We	have	made	our	first	payment.	See	Note	11	-	"Income	Taxes"	for additional	information	about	the	transition	tax.

(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.

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	may	require	significant	estimates,	including	contracts	which	include	multiple	performance	obligations.

# Contracts	with	Multiple	performance	obligations

Many	of	our	contracts	require	us	to	provide	a	range	of	services	or	performance	obligations	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 contracts	with	multiple	performance	obligations	should	be	treated	as	separate	performance	obligations	for	revenue	recognition	purposes,	and,	when considered	appropriate,	how	the	total	transaction	price	should	be	allocated	among	the	performance	obligations	and	the	timing	of	revenue	recognition	for each.	For	contracts	with	multiple	performance	obligations,	we	allocate	the	contract's	transaction	price	to	each	performance	obligation	based	on	the relative	standalone	selling	price	of	each	distinct	good	or	service	in	the	contract.	Other	than	software	sales	involving	multiple	performance	obligations,	the primary	method	used	to	estimate	standalone	selling	price	is	the	expected	cost	plus	a	margin	approach,	under	which	we	forecast	our	expected	costs	of satisfying	a	performance	obligation	and	then	add	an	appropriate	margin	for	that	distinct	good	or	service.	Certain	of	our	contracts	involve	the	sale	of	DXC proprietary	software,	post	contract	customer	support	and	other	software-related	services.	The	standalone	selling	price	generally	is	determined	for	each performance	obligation	using	an	adjusted	market	assessment	approach	based	on	the	price	charged	where	each	deliverable	is	sold	separately.	In	certain limited	cases	(typically	for	software	licenses)	when	the	historical	selling	price	is	highly	variable,	the	residual	approach	is	used.	This	approach	allocates revenue	to	the	performance	obligation	equal	to	the	difference	between	the	total	transaction	price	and	the	observable	standalone	selling	prices	for	the other	performance	obligations.	These	methods	involve	significant	judgments	and	estimates	that	we	assess	periodically	by	considering	market	and	entity- specific	factors,	such	as	type	of	customer,	features	of	the	products	or	services	and	market	conditions.

Once	the	total	revenues	have	been	allocated	to	the	various	performance	obligations,	revenues	for	each	are	recognized	based	on	the	relevant	revenue recognition	method	for	each.	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.

# Costs	to	obtain	contracts	with	customers

Accounting	for	the	costs	to	obtain	contracts	with	customers	requires	significant	judgments	and	estimates	with	regards	to	the	determination	of	sales commission	payments	that	qualify	for	deferral	of	costs	and	the	related	amortization	period.	Most	of	our	sales	commission	plans	are	quota-based	and payments	are	made	by	achieving	targets	related	to	a	large	number	of	new	and	renewed	contracts.	Certain	sales	commissions	earned	by	our	sales	force are	considered	incremental	and	recoverable	costs	of	obtaining	a	contract	with	a	customer.	We	defer	and	amortize	these	costs	on	a	straight-line	basis	over an	average	period	of	benefit	of	five	years,	which	is	determined	and	regularly	assessed	by	considering	the	length	of	our	customer	contracts,	our	technology and	other	factors.	Significant	changes	in	these	estimates	or	impairment	may	result	if	material	contracts	terminate	earlier	than	the	expected	benefit	period, or	if	there	are	material	changes	in	the	average	contract	period.

# 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	any corresponding	adjustment	of	valuation	allowances.	In	addition,	our	tax	returns	are	routinely	audited	and	settlements	of	issues	raised	in	these	audits sometimes	affect	our	tax	provisions.

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	Tax	Cuts	and	Jobs	Act	(the	"Act"),	in	the	fiscal	year	ending	March	31,	2018,	we	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	$554	million	deferred	tax	liability	relating	to	HPES	foreign	subsidiaries	was	released	and	the $46	million liability	for	the	India	dividend	distribution	tax	was	reversed	in	the	current	period	as	the	Company	changed	its	reinvestment	assertion	relating	to	certain India	earnings	due	to	a	change	in	cash	requirements	of	the	U.S.	parent	and	India.

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	$1.6	billion	as	of	March	31,	2019	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	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.

# 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,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Discount\trates | 2.5% | 2.5% | 3.1% |
| Expected\tlong-term\trates\tof\treturn\ton\tassets | 5.3% | 4.9% | 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	impact	changes	in	the	weighted-average	assumptions	would	have	had	on	our	net	periodic	pension	benefits	and	settlement and	contractual	termination	charges	for	fiscal	2019:

| (in	millions) | Change | Approximate	Change	in<br>Net	Periodic	Pension<br>Expense | Approximate	Change	in<br>Settlement,<br>Contractual<br>Termination,	and	Mark-<br>to-Market	Charges |
| :--- | :--- | :--- | :--- |
| Expected\tlong-term\treturn\ton\tplan\tassets | 0.5% | $(54) | $53 |
| Expected\tlong-term\treturn\ton\tplan\tassets | (0.5)% | $54 | $(53) |
| Discount\trate | 0.5% | $19 | $(898) |
| Discount\trate | (0.5)% | $(24) | $1,138 |

# 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.

# 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	2019	due	primarily	to	the	volatility	of	the	British	pound	and	Euro	in	relation	to	the	U.S.	dollar.	Significant	foreign	currency	fluctuations	during fiscal	2018	was	due	primarily	to	the	volatility	of	Euro	in	relation	to	the	U.S.	dollar	and	during	fiscal	2017	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	2019,	approximately	63%	of	our	revenues	were	generated	outside	of	the	United	States.	For	the	year	ended March	31,	2019,	a	hypothetical	10%	change	in	the	value	of	the	U.S.	dollar	against	all	currencies	would	have	changed	revenues	by	approximately 6.3%, or	$1.3	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,	2019,	we	had	outstanding	debt	with	varying	maturities	for	an	aggregate	carrying	amount	of	 $7.4	billion,	of	which	$2.4	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.	As	of	March	31,	2019,	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.

# ITEM	8.	FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

# Index	to	Consolidated	Financial	Statements

|  | Page |
| :--- | :--- |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 53 |
| Consolidated\tBalance\tSheets\tas\tof\tMarch\t31,\t2019\tand\tMarch\t31,\t2018 | 54 |
| Consolidated\tStatements\tof\tOperations\tfor\tthe\tFiscal\tYears\tEnded\tMarch\t31,\t2019,\tMarch\t31,\t2018\tand\tMarch\t31,\t2017 | 55 |
| Consolidated\tStatements\tof\tComprehensive\tIncome\t(Loss)\tfor\tthe\tFiscal\tYears\tEnded\tMarch\t31,\t2019,\tMarch\t31,\t2018\tand\tMarch\t31,\t2017 | 56 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tFiscal\tYears\tEnded\tMarch\t31,\t2019,\tMarch\t31,\t2018\tand\tMarch\t31,\t2017 | 57 |
| Consolidated\tStatements\tof\tChanges\tin\tEquity\tfor\tthe\tFiscal\tYears\tEnded\tMarch\t31,\t2019,\tMarch\t31,\t2018\tand\tMarch\t31,\t2017 | 59 |
| Notes\tto\tConsolidated\tFinancial\tStatements |  |
| Note\t1–Summary\tof\tSignificant\tAccounting\tPolicies | 61 |
| Note\t2–Acquisitions | 73 |
| Note\t3–Divestitures | 77 |
| Note\t4–Earnings\tPer\tShare | 81 |
| Note\t5–Receivables | 82 |
| Note\t6–Fair\tValue | 84 |
| Note\t7–Derivative\tInstruments | 85 |
| Note\t8–Property\tand\tEquipment | 88 |
| Note\t9–Intangible\tAssets | 89 |
| Note\t10–Goodwill | 90 |
| Note\t11–Income\tTaxes | 91 |
| Note\t12–Debt | 101 |
| Note\t13–Pension\tand\tOther\tBenefit\tPlans | 104 |
| Note\t14–Stockholders'\tEquity | 111 |
| Note\t15–Stock\tIncentive\tPlans | 112 |
| Note\t16–Cash\tFlows | 118 |
| Note\t17–Other\tIncome | 119 |
| Note\t18–Segment\tand\tGeographic\tInformation | 119 |
| Note\t19–Revenue | 121 |
| Note\t20–Restructuring\tCosts | 124 |
| Note\t21–Commitments\tand\tContingencies | 127 |
| Note\t22–Reconciliation\tof\tPreviously\tReported\tAmounts\tto\tRecast\tFinancial\tStatements | 134 |
| Note\t23–Subsequent\tEvents | 134 |
| Supplementary\tData | 135 |

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

# To	the	Board	of	Directors	and	Stockholders	of

# Opinion	on	the	Financial	Statements

We	have	audited	the	accompanying	consolidated	balance	sheets	of	DXC	Technology	Company	and	subsidiaries	(the	"Company")	as	of	March	31,	2019 and	2018,	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,	2019,	and	the	related	notes	(collectively	referred	to	as	the	"financial	statements").	In	our	opinion,	the	financial	statements present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	March	31,	2019	and	2018,	and	the	results	of	its	operations	and	its	cash flows	for	each	of	the	three	years	in	the	period	ended	March	31,	2019,	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,	2019,	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	June	12,	2019,	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	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

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

# CONSOLIDATED	BALANCE	SHEETS

| (in	millions,	except	per	share	and	share	amounts) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| ASSETS |  |  |
| Current\tassets: |  |  |
| Cash\tand\tcash\tequivalents | $2,899 | $2,593 |
| Receivables,\tnet\tof\tallowance\tfor\tdoubtful\taccounts\tof\t$60\tand\t$40 | 5,181 | 5,481 |
| Prepaid\texpenses | 627 | 496 |
| Other\tcurrent\tassets | 359 | 469 |
| Assets\tof\tdiscontinued\toperations | — | 581 |
| Total\tcurrent\tassets | 9,066 | 9,620 |
| Intangible\tassets,\tnet\tof\taccumulated\tamortization\tof\t$3,399\tand\t$2,603 | 5,939 | 6,376 |
| Goodwill | 7,606 | 7,619 |
| Deferred\tincome\ttaxes,\tnet | 355 | 373 |
| Property\tand\tequipment,\tnet\tof\taccumulated\tdepreciation\tof\t$3,958\tand\t$3,686 | 3,179 | 3,363 |
| Other\tassets | 3,429 | 3,207 |
| Assets\tof\tdiscontinued\toperations\t-\tnon-current | — | 3,363 |
| Total\tAssets | $29,574 | $33,921 |
| LIABILITIES\tand\tEQUITY |  |  |
| Current\tliabilities: |  |  |
| Short-term\tdebt\tand\tcurrent\tmaturities\tof\tlong-term\tdebt | $1,942 | $1,918 |
| Accounts\tpayable | 1,666 | 1,513 |
| Accrued\tpayroll\tand\trelated\tcosts | 652 | 744 |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | 3,355 | 3,120 |
| Deferred\trevenue\tand\tadvance\tcontract\tpayments | 1,630 | 1,641 |
| Income\ttaxes\tpayable | 208 | 127 |
| Liabilities\tof\tdiscontinued\toperations | — | 789 |
| Total\tcurrent\tliabilities | 9,453 | 9,852 |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities | 5,470 | 6,092 |
| Non-current\tdeferred\trevenue | 256 | 795 |
| Non-current\tpension\tobligations | 790 | 879 |
| Non-current\tincome\ttax\tliabilities\tand\tdeferred\ttax\tliabilities | 1,184 | 1,166 |
| Other\tlong-term\tliabilities | 696 | 844 |
| Liabilities\tof\tdiscontinued\toperations\t-\tlong-term | — | 456 |
| Total\tLiabilities | 17,849 | 20,084 |
| Commitments\tand\tcontingencies |  |  |
| DXC\tstockholders'\tequity: |  |  |
| 2018 | — | — |
| 286,393,147\tas\tof\tMarch\t31,\t2018 | 3 | 3 |
| Additional\tpaid-in\tcapital | 11,301 | 12,210 |
| Retained\tearnings | 478 | 1,301 |
| Accumulated\tother\tcomprehensive\t(loss)\tincome | (244) | 58 |
| Treasury\tstock,\tat\tcost,\t1,788,658\tand\t1,016,947\tshares\tas\tof\tMarch\t31,\t2019\tand\tMarch\t31,\t2018 | (136) | (85) |
| Total\tDXC\tstockholders'\tequity | 11,402 | 13,487 |
| Non-controlling\tinterest\tin\tsubsidiaries | 323 | 350 |
| Total\tEquity | 11,725 | 13,837 |
| Total\tLiabilities\tand\tEquity | $29,574 | $33,921 |

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

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

| (in	millions,	except	per-share	amounts) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Revenues | $20,753 | $21,733 | $7,607 |
| Costs\tof\tservices\t(excludes\tdepreciation\tand\tamortization\tand\trestructuring\tcosts) | 14,946 | 16,317 | 5,549 |
| Selling,\tgeneral\tand\tadministrative\t(excludes\tdepreciation\tand\tamortization\tand\trestructuring\tcosts) | 1,959 | 1,890 | 1,282 |
| Depreciation\tand\tamortization | 1,968 | 1,795 | 647 |
| Restructuring\tcosts | 465 | 789 | 238 |
| Interest\texpense | 334 | 320 | 117 |
| Interest\tincome | (128) | (89) | (35) |
| Other\tincome,\tnet | (306) | (593) | (17) |
| Total\tcosts\tand\texpenses | 19,238 | 20,429 | 7,781 |
| Income\t(loss)\tfrom\tcontinuing\toperations,\tbefore\ttaxes | 1,515 | 1,304 | (174) |
| Income\ttax\texpense\t(benefit) | 288 | (242) | (74) |
| Income\t(loss)\tfrom\tcontinuing\toperations | 1,227 | 1,546 | (100) |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | 35 | 236 | — |
| Net\tincome\t(loss) | 1,262 | 1,782 | (100) |
| Less:\tnet\tincome\tattributable\tto\tnon-controlling\tinterest,\tnet\tof\ttax | 5 | 31 | 23 |
| Net\tincome\t(loss)\tattributable\tto\tDXC\tcommon\tstockholders | $1,257 | $1,751 | $(123) |
| Income\t(loss)\tper\tcommon\tshare |  |  |  |
| Basic: |  |  |  |
| Continuing\toperations | $4.40 | $5.32 | $(0.88) |
| Discontinued\toperations | 0.13 | 0.83 | — |
|  | $4.53 | $6.15 | $(0.88) |
| Diluted: |  |  |  |
| Continuing\toperations | $4.35 | $5.23 | $(0.88) |
| Discontinued\toperations | 0.12 | 0.81 | — |
|  | $4.47 | $6.04 | $(0.88) |

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME	(LOSS)

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Net\tincome\t(loss) | $1,262 | $1,782 | $(100) |
| Other\tcomprehensive\t(loss)\tincome,\tnet\tof\ttaxes: |  |  |  |
| Foreign\tcurrency\ttranslation\tadjustments,\tnet\tof\ttax\t(benefit)\texpense\tof\t$(1),\t$75\tand\t$5 | (259) | 197 | (75) |
| Cash\tflow\thedges\tadjustment,\tnet\tof\ttax\t(benefit)\texpense\tof\t$(3),\t$(3)\tand\t$12 | (12) | (11) | 21 |
| Available-for-sale\tsecurities,\tnet\tof\ttax\texpense\tof\t$0,\t$2\tand\t$0 | — | 9 | — |
| Pension\tand\tother\tpost-retirement\tbenefit\tplans,\tnet\tof\ttax: |  |  |  |
| Prior\tservice\tcost,\tnet\tof\ttax\t(benefit)\texpense\tof\t$(5),\t$8\tand\t$0 | (21) | 38 | — |
| Amortization\tof\ttransition\tobligation,\tnet\tof\ttax\texpense\tof\t$0,\t$0,\tand\t$0 | — | 1 | 1 |
| Amortization\tof\tprior\tservice\tcost,\tnet\tof\ttax\tbenefit\tof\t$2,\t$4\tand\t$5 | (13) | (14) | (12) |
| Foreign\tcurrency\texchange\tloss,\tnet\tof\ttax\tbenefit\tof\t$0,\t$0\tand\t$1 | — | — | (2) |
| Pension\tand\tother\tpost-retirement\tbenefit\tplans,\tnet\tof\ttax | (34) | 25 | (13) |
| Other\tcomprehensive\t(loss)\tincome,\tnet\tof\ttaxes | (305) | 220 | (67) |
| Comprehensive\tincome\t(loss) | 957 | 2,002 | (167) |
| Less:\tcomprehensive\tincome\tattributable\tto\tnon-controlling\tinterest | 2 | 31 | 7 |
| Comprehensive\tincome\t(loss)\tattributable\tto\tDXC\tcommon\tstockholders | $955 | $1,971 | $(174) |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

| (in	millions) | March	31,	2019 | March	31,	2018	(1)	(2) | March	31,	2017	(1) |
| :--- | :--- | :--- | :--- |
| Cash\tflows\tfrom\toperating\tactivities: |  |  |  |
| Net\tincome\t(loss) | $1,262 | $1,782 | $(100) |
| Adjustments\tto\treconcile\tnet\tincome\t(loss)\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation\tand\tamortization | 2,023 | 2,014 | 658 |
| Pension\t&amp;\tother\tpost-employment\tbenefits,\tactuarial\t&amp;\tsettlement\tlosses\t(gains) | 143 | (220) | 87 |
| Share-based\tcompensation | 74 | 93 | 75 |
| Deferred\ttaxes | 97 | (842) | (92) |
| (Gain)\tloss\ton\tdispositions | (163) | 4 | 6 |
| Provision\tfor\tlosses\ton\taccounts\treceivable | (10) | 45 | 4 |
| Unrealized\tforeign\tcurrency\texchange\tlosses | 30 | 22 | 24 |
| Impairment\tlosses\tand\tcontract\twrite-offs | — | 41 | 8 |
| Amortization\tof\tdebt\tissuance\tcosts\tand\t(premium)\tdiscount | (10) | (4) | 17 |
| Cash\tsurrender\tvalue\tin\texcess\tof\tpremiums\tpaid | (11) | (11) | (7) |
| Other\tnon-cash\tcharges,\tnet | 11 | 4 | — |
| Changes\tin\tassets\tand\tliabilities,\tnet\tof\teffects\tof\tacquisitions\tand\tdispositions: |  |  |  |
| Increase\tin\treceivables | (947) | (464) | (25) |
| Increase\tin\tprepaid\texpenses\tand\tother\tcurrent\tassets | (632) | (196) | (29) |
| (Decrease)\tincrease\tin\taccounts\tpayable\tand\taccruals | (52) | (96) | 54 |
| (Decrease)\tincrease\tin\tincome\ttaxes\tpayable\tand\tincome\ttax\tliability | (107) | 303 | (32) |
| (Decrease)\tincrease\tin\tadvance\tcontract\tpayments\tand\tdeferred\trevenue | (74) | 130 | (67) |
| Other\toperating\tactivities,\tnet | 149 | (38) | 38 |
| Net\tcash\tprovided\tby\toperating\tactivities | 1,783 | 2,567 | 619 |
| Cash\tflows\tfrom\tinvesting\tactivities: |  |  |  |
| Purchases\tof\tproperty\tand\tequipment | (297) | (224) | (246) |
| Payments\tfor\ttransition\tand\ttransformation\tcontract\tcosts | (394) | (328) | (101) |
| Software\tpurchased\tand\tdeveloped | (261) | (211) | (140) |
| Cash\tacquired\tthrough\tHPES\tMerger | — | 938 | — |
| Payments\tfor\tacquisitions,\tnet\tof\tcash\tacquired | (365) | (203) | (434) |
| Business\tdispositions | (65) | — | 3 |
| Cash\tcollections\trelated\tto\tdeferred\tpurchase\tprice\treceivable | 1,084 | 685 | 359 |
| Proceeds\tfrom\tsale\tof\tassets | 357 | 58 | 57 |
| Other\tinvesting\tactivities,\tnet | 10 | 4 | (63) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | 69 | 719 | (565) |
| Cash\tflows\tfrom\tfinancing\tactivities: |  |  |  |
| Borrowings\tof\tcommercial\tpaper | 2,747 | 2,413 | 2,191 |
| Repayments\tof\tcommercial\tpaper | (2,840) | (2,297) | (2,086) |
| Borrowings\tunder\tlines\tof\tcredit | — | — | 920 |
| Repayment\tof\tborrowings\tunder\tlines\tof\tcredit | — | (737) | (789) |
| Borrowings\ton\tlong-term\tdebt,\tnet\tof\tdiscount | 1,646 | 621 | 159 |
| Principal\tpayments\ton\tlong-term\tdebt | (2,625) | (1,547) | (168) |
| Payments\ton\tcapital\tleases\tand\tborrowings\tfor\tasset\tfinancing | (944) | (1,060) | (145) |
| Borrowings\tfor\tUSPS\tspin\ttransaction | 1,114 | — | — |
| Proceeds\tfrom\tbond\tissuance | 753 | 989 | — |

| Proceeds	from	structured	sale	of	facility | — | — | 85 |
| :--- | :--- | :--- | :--- |
| Proceeds\tfrom\tstock\toptions\tand\tother\tcommon\tstock\ttransactions | 47 | 138 | 54 |
| Taxes\tpaid\trelated\tto\tnet\tshare\tsettlements\tof\tshare-based\tcompensation\tawards | (54) | (76) | (13) |
| Repurchase\tof\tcommon\tstock | (1,344) | (132) | — |
| Dividend\tpayments | (210) | (174) | (78) |
| Other\tfinancing\tactivities,\tnet | 47 | (28) | (37) |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (1,663) | (1,890) | 93 |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (19) | 65 | (60) |
| Net\tincrease\tin\tcash\tand\tcash\tequivalents | 170 | 1,461 | 87 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tyear | 2,729 | 1,268 | 1,181 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tyear | $2,899 | $2,729 | $1,268 |

(1)	Fiscal	2018	and	fiscal	2017	have	been	adjusted	to	give	effect	to	the	retrospective	adoption	of	ASU	2016-15.	See	Note	22	-	"Reconciliation	of	Previously	Reported	Amounts	to Recast	Financial	Statements."

(2)	As	a	result	of	the	USPS	Separation,	the	Consolidated	Statements	of	Operations,	Consolidated	Balance	Sheets,	and	related	financial	information	reflect	USPS's	operations	and assets	and	liabilities	as	discontinued	operations	for	all	periods	presented.	The	cash	flows	of	USPS	have	not	been	segregated	and	are	included	in	the	Consolidated	Statement of	Cash	flows	for	the	fiscal	year	ended	March	31,	2018	and	through	the	separation	date	of	May	31,	2018	in	the	Consolidated	Statement	of	Cash	Flows	for	the	fiscal	year	ended March	31,	2019.

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	EQUITY

| (in	millions,	except	shares	in	thousands) | Common	Stock<br>Shares | Amount | Additional<br>Paid-in	Capital | Retained	Earnings<br>(Accumulated<br>Deficit) | Accumulated<br>Other<br>Comprehensive	Loss | Treasury<br>Stock | Total<br>DXC	Equity | Non-<br>Controlling<br>Interest | Total	Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Reported\tbalance\tat\tApril\t1,\t2016 | 148,747 | $149 | $2,439 | $33 | $(111) | $(485) | $2,025 | $7 | $2,032 |
| Recapitalization\tadjustment(1) | — | (148) | 148 | — | — | — | — | — | — |
| Recast\tbalance\tat\tApril\t1,\t2016 | 148,747 | $1 | $2,587 | $33 | $(111) | $(485) | $2,025 | $7 | $2,032 |
| Net\t(loss)\tincome |  |  |  | (123) |  |  | (123) | 23 | (100) |
| Other\tcomprehensive\tloss |  |  |  |  | (51) |  | (51) | (16) | (67) |
| Share-based\tcompensation\texpense |  |  | 73 |  |  |  | 73 |  | 73 |
| Acquisition\tof\ttreasury\tstock |  |  |  |  |  | (12) | (12) |  | (12) |
| Stock\toption\texercises\tand\tother\tcommon\tstock\ttransactions\t(1) | 3,185 |  | 56 |  |  |  | 56 |  | 56 |
| Dividends\tdeclared\t($0.56\tper\tshare) |  |  |  | (80) |  |  | (80) |  | (80) |
| Noncontrolling\tinterest\tdistributions\tand\tother |  |  |  |  |  |  | — | (17) | (17) |
| Noncontrolling\tinterest\tfrom\tacquisition\t(2) |  |  |  |  |  |  | — | 281 | 281 |
| Balance\tat\tMarch\t31,\t2017 | 151,932 | $1 | $2,716 | $(170) | $(162) | $(497) | $1,888 | $278 | $2,166 |
| Recapitalization\tadjustment(1) | (10,633) | — | (497) | — | — | 497 | — | — | — |
| Recast\tbalance\tat\tMarch\t31,\t2017 | 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.

| (in	millions,	except	shares	in	thousands) | Common	Stock<br>Shares | Amount | Additional<br>Paid-in	Capital | (Accumulated<br>Deficit)	Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>(Loss)	Income | Treasury<br>Stock | Total<br>DXC	Equity | Non-<br>Controlling<br>Interest | Total	Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Reported\tbalance\tat\tMarch\t31,\t2017 | 151,932 | $152 | $2,565 | $(170) | $(162) | $(497) | $1,888 | $278 | $2,166 |
| Recapitalization\tadjustment(1) | (10.633) | (151) | (346) |  |  | 497 |  |  |  |
| Recast\tbalance\tat\tMarch\t31,\t2017 | 141,299 | $1 | $2,219 | $(170) | $(162) | $— | $1,888 | $278 | $2,166 |
| Business\tacquired\tin\tpurchase,\tnet\tof\tissuance\tcosts\t(2) | 141,741 | 2 | 9,848 |  |  |  | 9,850 | 50 | 9,900 |
| Net\tincome |  |  |  | 1,751 |  |  | 1,751 | 31 | 1,782 |
| Other\tcomprehensive\tincome |  |  |  |  | 220 |  | 220 |  | 220 |
| Share-based\tcompensation\texpense |  |  | 92 |  |  |  | 92 |  | 92 |
| Acquisition\tof\ttreasury\tstock |  |  |  |  |  | (85) | (85) |  | (85) |
| Share\trepurchase\tprogram | (1,538) |  | (66) | (71) |  |  | (137) |  | (137) |
| Stock\toption\texercises\tand\tother\tcommon\tstock\ttransactions | 4,891 |  | 117 |  |  |  | 117 |  | 117 |
| Dividends\tdeclared\t($0.72\tper\tshare) |  |  |  | (209) |  |  | (209) |  | (209) |
| Noncontrolling\tinterest\tdistributions\tand\tother |  |  |  |  |  |  | — | (9) | (9) |
| Balance\tat\tMarch\t31,\t2018 | 286,393 | $3 | $12,210 | $1,301 | $58 | $(85) | $13,487 | $350 | $13,837 |

| (in	millions,	except	shares	in	thousands) | Common	Stock<br>Shares | Amount | Additional<br>Paid-in	Capital | Retained	Earnings | Accumulated<br>Other<br>Comprehensive<br>Income	(Loss) | Treasury<br>Stock	(1) | Total<br>DXC	Equity | Non-<br>Controlling<br>Interest | Total	Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tMarch\t31,\t2018 | 286,393 | $3 | $12,210 | $1,301 | $58 | $(85) | $13,487 | $350 | $13,837 |
| Cumulative\teffect\tof\tadopting\tthe\tnew\trevenue\tstandard |  |  |  | 114 |  |  | 114 |  | 114 |
| Net\tincome |  |  |  | 1,257 |  |  | 1,257 | 5 | 1,262 |
| Other\tcomprehensive\tloss |  |  |  |  | (302) |  | (302) | (3) | (305) |
| Share-based\tcompensation\texpense |  |  | 74 |  |  |  | 74 |  | 74 |
| Acquisition\tof\ttreasury\tstock |  |  |  |  |  | (51) | (51) |  | (51) |
| Share\trepurchase\tprogram | (19,343) |  | (845) | (494) |  |  | (1,339) |  | (1,339) |
| Stock\toption\texercises\tand\tother\tcommon\tstock\ttransactions | 3,164 |  | 37 |  |  |  | 37 |  | 37 |
| Dividends\tdeclared\t($0.76\tper\tshare) |  |  |  | (209) |  |  | (209) |  | (209) |
| Noncontrolling\tinterest\tdistributions\tand\tother |  |  |  |  |  |  | — | (29) | (29) |
| Divestiture\tof\tUSPS |  |  | (175) | (1,491) |  |  | (1,666) |  | (1,666) |
| Balance\tat\tMarch\t31,\t2019 | 270,214 | $3 | $11,301 | $478 | $(244) | $(136) | $11,402 | $323 | $11,725 |

# DXC	TECHNOLOGY	COMPANY	-	NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# Note	1	-	Summary	of	Significant	Accounting	Policies

# Business

DXC	Technology	Company	("DXC"	or	the	"Company")	leads	digital	transformations	for	clients	by	modernizing	and	integrating	their	mainstream	IT,	and	by deploying	digital	solutions	at	scale	to	produce	better	business	outcomes.	The	company's	technology	independence,	global	talent,	and	extensive	partner network	enable	6,000	private	and	public-sector	clients	in	approximately	 70	countries	to	thrive	on	change.	DXC	is	a	recognized	leader	in	corporate responsibility.

# 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.

# Separation	of	USPS

On	May	31,	2018,	DXC	completed	the	separation	of	its	U.S.	Public	Sector	business	("USPS")	(the	"Separation"),	and	combination	of	USPS	with	Vencore Holding	Corp.	("Vencore")	and	KeyPoint	Government	Solutions	("Keypoint")	(the	"Mergers")	to	form	Perspecta	Inc.	("Perspecta"),	an	independent	public company	(collectively,	the	"USPS	Separation	and	Mergers").	Under	the	terms	of	the	separation	agreements,	on	May	31,	2018,	stockholders	who	held DXC	common	stock	at	the	close	of	business	on	May	25,	2018	(the	"Record	Date"),	received	a	distribution	of	one	share	of	Perspecta	common	stock	for every	two	shares	of	DXC	common	stock	held	as	of	the	Record	Date	(the	"Distribution").	See	Note	3	-	"Divestitures"	for	more	information.

As	a	result	of	the	Separation,	the	Consolidated	Statements	of	Operations,	Consolidated	Balance	Sheets,	and	related	financial	information	reflect	USPS's operations,	assets	and	liabilities	as	discontinued	operations	for	all	periods	presented.	The	cash	flows	of	USPS	have	not	been	segregated	and	are included	in	the	Consolidated	Statement	of	Cash	flows	for	the	fiscal	year	ended	March	31,	2018	and	through	the	separation	date	of	May	31,	2018	in	the Consolidated	Statement	of	Cash	Flows	for	the	fiscal	year	ended	March	31,	2019.	In	addition,	USPS	is	no	longer	a	reportable	segment.	DXC's	reportable segments	are	Global	Business	Services	("GBS")	and	Global	Infrastructure	Services	("GIS").

# 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.

During	fiscal	2018,	the	Company	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.

Certain	prior	year	amounts	have	been	reclassified	in	the	financial	statements	to	conform	to	the	current	year	presentation,	specifically	transition	and transformation	contract	costs	were	reclassified	from	intangible	assets,	net	to	other	assets	within	the	balance	sheets.	Additionally,	certain	other reclassification	were	made	as	a	result	of	the	adoption	of	new	accounting	standards	effective	April	1,	2018.	See	New	Accounting	Standards	below	for	more information.

# 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	positions,	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.

Effective	April	1,	2018,	the	Company	adopted	ASU	2014-09,	"Revenue	from	Contracts	with	Customers	(ASC	606),"	using	the	modified	retrospective method.	Refer	to	New	Accounting	Standards	below	and	Note	19	-	"Revenue"	for	further	discussion	of	the	impact	of	adoption	and	other	required disclosures.	The	Company's	accounting	policy	related	to	the	new	revenue	standard	is	summarized	below.

The	Company's	primary	service	offerings	are	information	technology	outsourcing,	other	professional	services,	or	a	combination	thereof.	Revenues	are recognized	when	control	of	the	promised	goods	or	services	is	transferred	to	DXC's	customers,	in	an	amount	that	reflects	the	consideration	the	Company expects	to	be	entitled	to	in	exchange	for	those	goods	or	services.

DXC	determines	revenue	recognition	through	the	five-step	model	as	follows:

•Identification	of	the	contract,	or	contracts,	with	a	customer

•Identification	of	the	performance	obligations	in	the	contract

•Determination	of	the	transaction	price

•Allocation	of	the	transaction	price	to	the	performance	obligations	in	the	contract

•Recognition	of	revenue	when,	or	as,	the	Company	satisfies	a	performance	obligation

DXC's	IT	outsourcing	arrangements	typically	reflect	a	single	performance	obligation	that	comprises	a	series	of	distinct	services	which	are	substantially	the same	and	provided	over	a	period	of	time	using	the	same	measure	of	progress.	Revenue	derived	from	these	arrangements	is	recognized	over	time	based upon	the	level	of	services	delivered	in	the	distinct	periods	in	which	they	are	provided	based	on	time	increments.	DXC's	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. Upfront	fees	are	generally	recognized	ratably	over	the	contract	period,	which	approximates	the	manner	in	which	the	services	are	provided.	These activities	typically	do	not	qualify	as	performance	obligations,	and	the	related	revenues	are	allocated	to	the	relevant	performance	obligations	and recognized	ratably	over	time	as	the	performance	obligation	is	satisfied	during	the	period	in	which	DXC	provides	the	related	service,	which	is	typically	the life	of	the	contract.	Software	transactions	that	include	multiple	performance	obligations	are	described	below.

For	contracts	with	multiple	performance	obligations,	DXC	allocates	the	contract's	transaction	price	to	each	performance	obligation	based	on	the	relative standalone	selling	price	of	each	distinct	good	or	service	in	the	contract.	Other	than	software	sales	involving	multiple	performance	obligations,	the	primary method	used	to	estimate	standalone	selling	price	is	the	expected	cost	plus	a	margin	approach,	under	which	the	Company	forecasts	its	expected	costs	of satisfying	a	performance	obligation	and	then	adds	an	appropriate	margin	for	that	distinct	good	or	service.

The	transaction	price	of	a	contract	is	determined	based	on	fixed	and	variable	consideration.	Variable	consideration	related	to	the	Company's	IT outsourcing	offerings	often	include	volume-based	pricing	that	are	allocated	to	the	distinct	days	of	the	services	to	which	the	variable	consideration	pertains. However,	in	certain	cases,	estimates	of	variable	consideration,	including	penalties,	contingent	milestone	payments	and	rebates	are	necessary.	The Company	only	includes	estimates	of	variable	consideration	in	the	transaction	price	to	the	extent	it	is	probable	that	a	significant	reversal	of	cumulative revenue	recognized	will	not	occur.	These	judgments	involve	consideration	of	historical	and	expected	experience	with	the	customer	and	other	similar customers,	and	the	facts	and	circumstances	specific	to	the	arrangement.

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

Time	and	materials	contracts.	Revenue	is	recognized	over	time	at	agreed-upon	billing	rates	when	services	are	provided.

Unit-price	contracts.	Revenue	is	recognized	over	time	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	over	time	using	a	method	that	measures	the	extent	of	progress	towards completion	of	a	performance	obligation,	generally	using	a	cost-input	method	(referred	to	as	the	percentage-of-completion	cost-to-cost	method).	Under	the percentage-of-completion	cost-to-cost	method,	revenue	is	recognized	based	on	the	proportion	of	total	cost	incurred	to	estimated	total	costs	at	completion. A	performance	obligation's	estimate	at	completion	includes	all	direct	costs	such	as	materials,	labor,	subcontractor	costs,	overhead,	and	a	ratable	portion of	general	and	administrative	costs.	If	output	or	input	measures	are	not	available	or	cannot	be	reasonably	estimated,	revenue	is	deferred	until	progress can	be	measured	and	costs	are	not	deferred	unless	they	meet	the	criteria	for	capitalization.	Under	the	percentage-of-completion	cost-to-cost	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.

Software	contracts.	Certain	of	DXC's	arrangements	involve	the	sale	of	DXC	proprietary	software,	post	contract	customer	support,	and	other	software- related	services.	The	standalone	selling	price	generally	is	determined	for	each	performance	obligation	using	an	adjusted	market	assessment	approach based	on	the	price	charged	where	each	deliverable	is	sold	separately.	In	certain	limited	cases	(typically	for	software	licenses)	when	the	historical	selling price	is	highly	variable,	the	residual	approach	is	used.	This	approach	allocates	revenue	to	the	performance	obligation	equal	to	the	difference	between	the total	transaction	price	and	the	observable	standalone	selling	prices	for	the	other	performance	obligations.	Revenue	from	distinct	software	licenses	is recognized	at	a	point	in	time	when	the	customer	can	first	use	the	software	license.	If	significant	customization	is	required,	software	revenue	is	recognized as	the	related	software	customization	services	are	performed	in	accordance	with	the	percentage-of-completion	method	described	above.	Revenue	for post	contract	customer	support	and	other	software	services	is	recognized	over	time	as	those	services	are	provided.

# Practical	Expedients	and	Exemptions

DXC	does	not	adjust	the	promised	amount	of	consideration	for	the	effects	of	a	significant	financing	component	when	the	period	between	when	DXC transfers	a	promised	good	or	service	to	a	customer	and	when	the	customer	pays	for	that	good	or	service	will	be	one	year	or	less.

In	addition,	the	Company	reports	revenue	net	of	any	revenue-based	taxes	assessed	by	a	governmental	authority	that	are	imposed	on	and	concurrent	with specific	revenue-producing	transactions,	such	as	sales	taxes	and	value-added	taxes.

# Contract	Balances

The	timing	of	revenue	recognition,	billings	and	cash	collections	results	in	accounts	receivable	(billed	receivables,	unbilled	receivables	and	contract	assets) and	deferred	revenue	and	advance	contract	payments	(contract	liabilities)	on	the	Company's	balance	sheets.	In	arrangements	that	contain	an	element	of customized	software	solutions,	amounts	are	generally	billed	as	work	progresses	in	accordance	with	agreed-upon	contractual	terms,	either	at	periodic intervals	(e.g.	monthly)	or	upon	achievement	of	certain	contractual	milestones.	Generally,	billing	occurs	subsequent	to	revenue	recognition,	sometimes resulting	in	contract	assets	if	the	related	billing	is	conditional	upon	more	than	just	the	passage	of	time.	However,	the	Company	sometimes	receives advances	or	deposits	from	customers,	before	revenue	is	recognized,	which	results	in	the	generation	of	contract	liabilities.	Payment	terms	vary	by	type	of product	or	service	being	provided	as	well	as	by	customer,	although	the	term	between	invoicing	and	when	payment	is	due	is	generally	an	insignificant period	of	time.

# Costs	to	Obtain	a	Contract

Certain	sales	commissions	earned	by	the	Company's	sales	force	are	considered	incremental	and	recoverable	costs	of	obtaining	a	contract	with	a customer.	The	majority	of	sales	commissions	are	paid	based	on	the	achievement	of	quota-based	targets.	These	costs	are	deferred	and	amortized	on	a straight-line	basis	over	an	average	period	of	benefit	determined	to	be	five	years.	The	Company	determined	the	period	of	benefit	considering	the	length	of its	customer	contracts,	its	technology	and	other	factors.	The	period	of	benefit	approximates	the	average	stated	contract	terms,	excluding	expected	future renewals,	because	sales	commissions	are	paid	upon	contract	renewal	in	a	manner	commensurate	with	the	initial	commissions.	Some	commission payments	are	not	capitalized	because	they	are	expensed	during	the	fiscal	year	as	the	related	revenue	is	recognized.	Capitalized	sales	commissions costs	are	classified	within	other	assets	and	amortized	in	selling,	general	and	administrative	expenses.

# Costs	to	Fulfill	a	Contract

Certain	contract	setup	costs	incurred	upon	initiation	or	renewal	of	an	outsourcing	contract	that	generate	or	enhance	resources	to	be	used	in	satisfying future	performance	obligations	are	capitalized	when	they	are	deemed	recoverable.	Judgment	is	applied	to	assess	whether	contract	setup	costs	are capitalizable.	Costs	that	generate	or	enhance	resources	often	pertain	to	activities	that	enhance	the	capabilities	of	the	services,	improve	customer experience	and	establish	a	more	effective	and	efficient	IT	environment.	The	Company	recognizes	these	transition	and	transformation	contract	costs	as other	assets,	which	are	amortized	over	the	respective	contract	life.

# 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.

# 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.

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	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.	The	Company	has defined	its	reporting	units	as	its	reportable	segments.	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.	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.

Assets	and	liabilities	subject	to	fair	value	measurement	disclosures	are	required	to	be	classified	according	to	a	three-level	fair	value	hierarchy	with respect	to	the	inputs	used	to	determine	fair	value.	The	level	in	which	an	asset	or	liability	is	disclosed	within	the	fair	value	hierarchy	is	based	on	the	lowest level	input	that	is	significant	to	the	related	fair	value	measurement	in	its	entirety.	The	levels	of	input	are	defined	as	follows:

# Quoted	prices	unadjusted	for	identical	assets	or	liabilities	in	an	active	market.

Quoted	prices	for	similar	assets	or	liabilities	in	an	active	market,	quoted	prices	for	identical	similar	assets	or	liabilities	in	markets	that	are not	active,	inputs	other	than	quoted	prices	that	are	observable	and	market-corroborated	inputs	which	are	derived	principally	from	or corroborated	by	observable	market	data.

Level	3: Unobservable	inputs	that	reflect	the	entity's	own	assumptions	which	market	participants	would	use	in	pricing	the	asset	or	liability.

# Receivables

The	Company	records	receivables	at	their	face	amounts	less	an	allowance	for	doubtful	accounts.	Receivables	consist	of	amounts	billed	and	currently	due from	customers,	amounts	earned	but	unbilled	(including	contracts	measured	under	the	percentage-of-completion	method	of	accounting),	amounts retained	by	the	customer	until	the	completion	of	a	specified	contract,	negotiation	of	contract	modification	and	claims.	Unbilled	recoverable	amounts	under contracts	in	progress	generally	become	billable	upon	achievement	of	project	milestones	or	upon	acceptance	by	the	customer.

Allowances	for	uncollectible	billed	trade	receivables	are	estimated	based	on	a	combination	of	write-off	history,	aging	analysis	and	any	known	collectability issues.	Unbilled	amounts	under	contracts	in	progress	that	are	recoverable	do	not

have	an	allowance	for	credit	losses.	Adjustments	to	unbilled	amounts	under	contracts	in	progress	related	to	credit	quality,	should	they	occur,	would	be recorded	as	a	reduction	of	revenues.

DXC	uses	receivables	securitization	facilities	or	receivables	sales	facilities	in	the	normal	course	of	business	as	part	of	managing	its	cash	flows.	The Company	accounts	for	receivables	sold	under	these	facilities	as	a	sale	of	financial	assets	pursuant	to	ASC	860	"Transfers	and	Servicing"	and derecognizes	these	receivables,	as	well	as	the	related	allowances,	from	its	balance	sheets.	Generally,	the	fair	value	of	the	sold	receivables	approximates the	book	value	due	to	the	short-term	nature	and,	as	a	result,	no	gain	or	loss	on	sale	of	receivables	is	recorded.	Under	the	receivables	securitization facility,	the	deferred	purchase	price	receivable	is	recorded	at	fair	value,	which	is	determined	by	calculating	the	expected	amount	of	cash	to	be	received based	on	unobservable	inputs	consisting	of	the	face	amount	of	the	receivables	adjusted	for	anticipated	credit	losses.

The	Company	reflects	cash	flows	related	to	its	beneficial	interests	in	securitization	transactions,	which	is	the	deferred	purchase	price	(the	"DPP")	recorded in	connection	with	the	Company's	Receivables	Securitization	Facility,	within	investing	activities	in	its	statements	of	cash	flows.

# Property	and	Equipment

Property	and	equipment,	which	includes	assets	under	capital	leases,	are	stated	at	cost	less	accumulated	depreciation.	Depreciation	is	computed predominantly	on	a	straight-line	basis	over	the	estimated	useful	lives	of	the	assets	or	the	remaining	lease	term,	whichever	is	shorter.	The	estimated useful	lives	of	DXC's	property	and	equipment	are	as	follows:

# Intangible	Assets

Software	is	amortized	using	predominately	the	straight-line	method.	Acquired	contract	related	and	customer	related	intangible	assets	are	amortized	in proportion	to	the	estimated	undiscounted	cash	flows	projected	over	the	estimated	life	of	the	asset	or	on	a	straight-line	basis	if	such	cash	flows	cannot	be reliably	estimated.

# Impairment	of	Long-Lived	Assets	and	Finite-Lived	Intangible	Assets

Long-lived	assets	such	as	property	and	equipment	and	finite-lived	intangible	assets	are	reviewed	for	impairment	whenever	events	or	changes	in circumstances	indicate	that	the	carrying	amount	of	an	asset	or	group	of	assets	may	not	be	recoverable.	Recoverability	of	long-lived	assets	or	groups	of assets	is	assessed	based	on	a	comparison	of	the	carrying	amount	of	such	assets	to	the	estimated	future	net	cash	flows.	If	estimated	future	net	cash flows	are	less	than	the	carrying	amount	of	such	assets,	an	expense	is	recorded	in	the	amount	required	to	reduce	the	carrying	amount	of	such	assets	to fair	value.	Fair	value	is	determined	based	on	a	discounted	cash	flow	approach	or,	when	available	and	appropriate,	comparable	market	values.	Long-lived assets	to	be	disposed	of	are	reported	at	the	lower	of	their	carrying	amount	or	their	fair	value	less	costs	to	sell.

The	Company	uses	the	liability	method	in	accounting	for	income	taxes.	Deferred	tax	assets	and	liabilities	are	recorded	for	the	expected	future	tax consequences	of	temporary	differences	between	financial	statement	carrying	amounts	of	assets	and	liabilities	and	their	respective	tax	bases,	using statutory	tax	rates	in	effect	for	the	year	in	which	the	differences	are

expected	to	reverse.	The	effect	of	a	change	in	tax	rates	on	deferred	tax	assets	and	liabilities	is	recognized	in	the	results	of	operations	in	the	period	that includes	the	related	enactment	date.

A	valuation	allowance	is	established	when	it	is	more	likely	than	not	that	all	or	a	portion	of	a	deferred	tax	asset	will	not	be	realized.	Changes	in	valuation allowances	from	period	to	period	are	included	in	the	Company's	tax	provision	during	the	period	in	which	the	change	occurred.	In	determining	whether	a valuation	allowance	is	warranted,	the	Company	considers	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. The	Company	recognizes	uncertain	tax	positions	when	it	is	more	likely	than	not	that	the	tax	position	will	be	sustained	upon	examination.	Uncertain	tax positions	are	measured	based	on	the	probabilities	that	the	uncertain	tax	position	will	be	realized	upon	final	settlement.

All	tax-related	cash	flows	resulting	from	excess	tax	benefits	related	to	the	settlement	of	share-based	awards	are	classified	as	cash	flows	from	operating activities	and	cash	paid	by	directly	withholding	shares	for	tax	withholding	purposes	is	classified	as	a	financing	activity	in	the	statements	of	cash	flows.

# Cash	and	Cash	Equivalents

The	Company	considers	investments	with	an	original	maturity	of	three	months	or	less	to	be	cash	equivalents.	The	Company's	cash	equivalents	consist	of time	deposits,	money	market	funds	and	money	market	deposit	accounts	with	a	number	of	institutions	that	have	high	credit	ratings.

# Foreign	Currency

The	local	currency	of	the	Company's	foreign	affiliates	is	generally	their	functional	currency.	Accordingly,	the	assets	and	liabilities	of	the	foreign	affiliates are	translated	from	their	respective	functional	currency	to	U.S.	dollars	using	fiscal	year-end	exchange	rates,	income	and	expense	accounts	are	translated at	the	average	rates	in	effect	during	the	fiscal	year	and	equity	accounts	are	translated	at	historical	rates.	The	resulting	translation	adjustment	is	reported in	the	statements	of	comprehensive	income	and	recorded	as	part	of	accumulated	other	comprehensive	income	("AOCI").

# Derivative	Instruments

The	Company	designates	certain	derivative	instruments	as	hedges	for	purposes	of	hedge	accounting,	as	defined	under	ASC	815	"Derivatives	and Hedging."	For	such	derivative	instruments,	the	Company	documents	its	risk	management	objectives	and	strategy	for	undertaking	hedging	transactions,	as well	as	all	relationships	between	hedging	and	hedged	risks.	The	Company's	derivative	instruments	designated	for	hedge	accounting	include	interest	rate swaps	and	foreign	currency	forward	and	option	contracts.	Changes	in	the	fair	value	measurements	of	these	derivative	instruments	are	reflected	as adjustments	to	other	comprehensive	income	and	subsequently	reclassified	into	earnings	in	the	period	during	which	the	hedged	transactions	occurred. Any	ineffectiveness	or	excluded	portion	of	a	designated	hedge	is	recognized	in	earnings.

The	Company	also	has	entered	into	certain	net	investment	hedges.	Changes	in	the	fair	value	of	net	investment	hedges	are	recorded	in	the	currency translation	adjustment	section	of	other	comprehensive	income	and	subsequently	reclassified	into	earnings	in	the	period	the	hedged	item	affects	earnings. The	Company	excludes	forward	points	from	the	effectiveness	assessment	of	its	net	investment	hedges.	Changes	in	fair	value	of	the	excluded	component are	recognized	in	earnings.

The	derivative	instruments	not	designated	as	hedges	for	purposes	of	hedge	accounting	include	total	return	swaps	and	certain	short-term	foreign	currency forward	contracts.	These	instruments	are	recorded	at	their	respective	fair	values	and	the	change	in	their	value	is	reported	in	current	period	earnings.	The Company	does	not	use	derivative	instruments	for	trading	or	speculative	purpose.	The	Company	reports	the	effective	portion	of	its	cash	flow	hedges	in	the same	financial	statement	line	item	as	changes	in	the	fair	value	of	the	hedged	item.	All	cash	flows	associated	with	the	Company's	derivative	instruments are	classified	as	operating	activities	in	the	statements	of	cash	flows.

# Recently	Adopted	Accounting	Pronouncements

During	fiscal	2019,	DXC	adopted	the	following	Accounting	Standards	Updates	("ASU")	issued	by	the	Financial	Accounting	Standards	Board:

Date	Issued	and	ASU Date	Adopted	and	Method Description Impact May	2014 ASU	2014-09	"Revenue	from Contracts	with	Customers	(Topic 606)" April	1,	2018	Modified- retrospective The	core	principle	of	this	update,	and	the	subsequent amendments,	is	that	revenue	is	recognized	when	the transfer	of	goods	or	services	to	customers	occurs	in	an amount	that	reflects	the	consideration	to	which	DXC expects	to	be	entitled	in	exchange	for	those	goods	or services.	The	guidance	also	addresses	the	timing	of recognition	of	certain	costs	incurred	to	obtain	or	fulfill	a customer	contract.	Further,	it	requires	the	disclosure	of sufficient	information	to	enable	readers	of	DXC's	financial statements	to	understand	the	nature,	amount,	timing	and uncertainty	of	revenue	and	cash	flows	arising	from customer	contracts,	and	information	regarding	significant judgments	and	changes	in	judgments	made.	This update	provides	two	methods	of	adoption:	full retrospective	and	modified	retrospective.	Under	the	full retrospective	method,	the	standard	would	be	applied	to all	periods	presented	with	previously	disclosed	periods restated	under	the	new	guidance.	Under	the	modified retrospective	method,	prior	periods	would	not	be restated	but	rather	a	cumulative	catch-up	adjustment would	be	recorded	on	the	adoption	date. The	Company	adopted	this	standard	using	the	modified retrospective	method.	The	Company	has	applied	the standard	to	only	those	contracts	that	were	not	completed at	the	adoption	date.	The	adoption	resulted	in	the following	impacts. The	Company	recorded	a	net	increase	to	opening retained	earnings,	net	of	income	taxes,	of	approximately $114	million	as	of	April	1,	2018	due	to	the	cumulative impact	of	adopting	Topic	606,	with	the	impact	primarily related	to	the	capitalization	of	certain	sales	commissions of	approximately	$158	million	offset	by	a	reduction	in income	tax	assets	and	liabilities	of	approximately	$40 million.	In	addition,	the	Company	has	recorded	a reduction	in	contract	liabilities	of	approximately	$381 million	and	other	current	assets	and	other	assets	of	$385 million,	primarily	related	to	the	net	down	of	certain	long- term	contract	asset	and	contract	liability	balances	and the	change	in	timing	of	revenue	and	costs	recognized related	to	the	Company's	software	contracts. 																																																																				Refer	to	Note 19	-	"Revenue"	for	further	discussion	of	the	impact	of adoption	and	other	required	disclosures. March	2017 ASU	2017-07	"Compensation	- Retirement	Benefits	(Topic	715): Improving	the	Presentation	of	Net Periodic	Pension	Cost	and	Net Periodic	Postretirement	Benefit Cost" April	1,	2018	Retrospective This	update	is	intended	to	improve	the	presentation	of net	periodic	pension	cost	and	net	periodic	post- retirement	benefit	cost	in	an	entity's	financial	statements by	requiring	the	service	cost	component	be disaggregated	from	other	components	of	net	benefit costs	and	presented	in	the	same	line	item	or	items	as other	compensation	costs	for	the	employees. Additionally,	only	the	service	cost	component	of	net benefit	cost	is	eligible	for	capitalization	when	applicable. This	update	must	be	applied	retrospectively. DXC	reclassified	non-service	cost	components	of	net periodic	pension	(income)	expense	from	"costs	of services"	and	"selling,	general	and	administrative"	to "other	income,	net"	in	the	statements	of	operations	for the	twelve	months	ended	March	31,	2018	and	March	31, 2017,	respectively,	as	previously	reported	within	Exhibit 99.1	to	the	Company's	Current	Report	on	Form	8-K	filed with	the	Securities	and	Exchange	Commission	on August	16,	2018.

# New	Accounting	Pronouncements:

The	following	ASUs	were	recently	issued	but	have	not	yet	been	adopted	by	DXC:

Although	the	Company	is	still	finalizing	its	evaluation	of the	update	and	the	quantification	of	its	impact,	the Company	expects	its	adoption	will	result	in	an	increase in	assets	and	liabilities	on	the	balance	sheets	of approximately	$1.6	billion	to	$1.8	billion	due	to	the recording	of	right-of-use	assets	and	lease	liabilities	for lease	obligations	that	were	historically	classified	as operating	leases.	The	company	does	not	expect	the guidance	will	have	a	material	impact	on	the	statements of	operations	or	statements	of	cash	flows.

ASU	2016-13,	"Financial Instruments	-	Credit	Losses (Topic	326):	Measurement	of

This	update	is	intended	to	provide	financial	statement users	with	more	decision-useful	information	about	the expected	credit	losses	on	financial	instruments	and other	commitments	to	extend	credit	held	by	a	reporting entity	at	each	reporting	date.	To	achieve	this	objective, the	amendments	in	this	update	replace	the	existing DXC	is	currently	evaluating	its	trade	receivables	and financial	arrangements	for	the	potential	impact	this update	may	have	on	its	financial	statements	in	future reporting	periods.

Other	recently	issued	ASUs	effective	after	March	31,	2019	are	not	expected	to	have	a	material	effect	on	DXC's	consolidated	financial	statements.

# Note	2	-	Acquisitions

# Fiscal	2019	Acquisitions

# Molina	Medicaid	Solutions	Acquisition

On	October	1,	2018,	DXC	completed	its	acquisition	of	Molina	Medicaid	Solutions	("MMS"),	a	Medicaid	Management	Information	Systems	business,	from Molina	Healthcare,	Inc.	for	total	consideration	of	$233	million.	The	combination	of	MMS	with	DXC	expands	DXC's	ability	to	provide	services	to	state agencies	in	the	administration	of	Medicaid	programs,	including	business	processing,	information	technology	development	and	administrative	services.

The	Company's	purchase	price	allocation	for	the	MMS	acquisition	is	preliminary	and	subject	to	revision	as	additional	information	related	to	the	fair	value of	assets	and	liabilities	becomes	available.	The	preliminary	purchase	price	allocation	was	based	upon	the	current	determination	of	fair	values	at	the	date of	acquisition	as	follows:	$91	million	to	current	assets,	$112	million	to	intangible	assets	other	than	goodwill,	$11	million	to	other	assets,	$50	million	to current	liabilities,	$22	million	to	other	liabilities	and	$91	million	to	goodwill.	The	goodwill	is	associated	with	the	Company's	GBS	segment	and	is	tax deductible.	The	intangible	assets	acquired	include	customer	relationships	and	developed	technology	which	have	a	13-year	weighted	average	estimated useful	life.

# Other	Acquisitions

In	addition	to	the	MMS	acquisition,	DXC	completed	seven	acquisitions	to	complement	the	Company's	Microsoft	Dynamics	and	ServiceNow	offerings	and to	provide	opportunities	for	future	growth.	The	acquired	businesses	are	included	in	the	results	for	the	GBS	segment.	The	purchase	consideration	of	$228 million	included	cash	of	$187	million	and	contingent	consideration	with	an	estimated	fair	value	of	$41	million.	The	Company's	purchase	price	allocation	for these	acquisitions	is	preliminary	and	subject	to	revision	as	additional	information	related	to	the	fair	value	of	assets	and	liabilities	becomes	available.	The purchase	price	is	allocated	to	assets	acquired	and	liabilities	assumed	based	upon	determination	of	fair	values	at	the	dates	of	acquisition	as	follows:	$73 million	to	current	assets,	$71	million	to	intangible	assets	other	than	goodwill,	$10	million	to	other	non-current	assets,	$63	million	to	current	liabilities and	$137	million	to	goodwill.	The	goodwill	is	associated	with	the	Company's	GBS	segment	some	of	which	is	tax	deductible.

# HPES	Merger

On	April	1,	2017,	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	to	form	DXC.	The combination	was	accomplished	through	a	series	of	transactions	that	included	the	transfer	by	HPE	of	its	Enterprise	Services	business,	HPES,	to	Everett, and	spin-off	by	HPE	of	Everett	on	March	31,	2017,	and	the	merger	of	Merger	Sub	with	and	into	CSC	on	April	1,	2017.	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	on	the	New	York	Stock	Exchange	on	April	3,	2017.	The	strategic	combination	of	the	two	complementary	businesses	was	to	create	a versatile	global	technology	services	business,	well	positioned	to	innovate,	compete	and	serve	clients	in	a	rapidly	changing	marketplace.

The	transaction	involving	HPES	and	CSC	is	a	reverse	merger	acquisition,	in	which	DXC	is	considered	the	legal	acquirer	of	the	business	and	CSC	is considered	the	accounting	acquirer.	While	purchase	consideration	transferred	in	a	business	combination	is	typically	measured	by	reference	to	the	fair value	of	equity	issued	or	other	assets	transferred	by	the	accounting	acquirer,	CSC	did	not	issue	any	consideration	in	the	HPES	Merger.	CSC	stockholders received	one	share	of	DXC	common	stock	for	every	one	share	of	CSC	common	stock	held	immediately	prior	to	the	HPES	Merger.	DXC	issued	a	total	of 141,298,797	shares	of	DXC	common	stock	to	CSC	stockholders,	representing	approximately	 49.9%	of	the	outstanding	shares	of	DXC	common	stock immediately	following	the	HPES	Merger.

The	reverse	merger	is	deemed	a	capital	transaction	and	the	net	assets	of	CSC	(the	accounting	acquirer)	are	carried	forward	to	DXC	(the	legal	acquirer and	the	reporting	entity)	at	their	carrying	value	before	the	combination.	The	acquisition	process	utilizes	the	capital	structure	of	the	Company	and	the assets	and	liabilities	of	CSC,	which	are	recorded	at	historical	cost.	The	equity	of	the	Company	is	the	historical	equity	of	CSC,	retroactively	restated	to reflect	the	number	of	shares	issued	by	DXC	in	the	transaction.

Under	the	acquisition	method	of	accounting,	total	consideration	exchanged	was:

(1)	Represents	the	fair	value	of	consideration	received	by	HPE	stockholders	to	give	them	50.1%	ownership	in	the	combined	company.	The	fair	value	of	the	purchase consideration	transferred	was	based	on	a	total	of	141,865,656	shares	of	DXC	common	stock	distributed	to	HPE	stockholders	as	of	the	close	of	business	on	the	record	date (141,741,712	after	the	effect	of	123,944	cancelled	shares)	at	CSC's	closing	price	of	$69.01	per	share	on	March	31,	2017.

(2)	Represents	the	fair	value	of	certain	stock-based	awards	of	HPES	employees	that	were	unexercised	on	March	31,	2017,	which	were	converted	to	DXC	stock-based awards.

The	purchase	price	allocation	for	the	HPES	Merger	was	finalized	during	the	fourth	quarter	of	fiscal	2018.	The	Company's	allocation	of	the	purchase	price to	the	assets	acquired	and	liabilities	assumed	as	of	the	HPES	Merger	date	is	as	follows:

| to	the	assets	acquired	and	liabilities	assumed	as	of	the	HPES	Merger	date	is	as	follows: |  |
| :--- | :--- |
| (in\tmillions) | Fair\tValue |
| Cash\tand\tcash\tequivalents | $938 |
| Accounts\treceivable(1) | 4,102 |
| Other\tcurrent\tassets | 530 |
| Total\tcurrent\tassets | 5,570 |
| Property\tand\tequipment | 2,581 |
| Intangible\tassets(2) | 6,016 |
| Other\tassets(2) | 1,939 |
| Total\tassets\tacquired | 16,106 |
| Accounts\tpayable,\taccrued\tpayroll,\taccrued\texpenses,\tand\tother\tcurrent\tliabilities | (4,605) |
| Deferred\trevenue | (1,315) |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities | (4,806) |
| Long-term\tdeferred\ttax\tliabilities\tand\tincome\ttax\tpayable | (1,550) |
| Other\tliabilities | (1,322) |
| Total\tliabilities\tassumed | (13,598) |
| Net\tidentifiable\tassets\tacquired | 2,508 |
| Add:\tFair\tvalue\tof\tnon-controlling\tinterests | (50) |
| Goodwill | 7,392 |
| Total\tconsideration\ttransferred | $9,850 |

(1)	Includes	aggregate	adjustments	of	$203	million	received	from	HPE	in	accordance	with	the	provisions	of	the	Separation Agreement.

(2)	Previously	reported	amounts	were	adjusted	to	reflect	the	reclassification	of	transition	and	transformation	contract	costs	from	intangible	assets	to	other	assets	to	conform	to	the current	year	presentation.

Goodwill	represents	the	excess	of	the	purchase	price	over	the	fair	value	of	identifiable	assets	acquired	and	liabilities	assumed	at	the	HPES	Merger	date. The	goodwill	recognized	with	the	HPES	Merger	was	attributable	to	the	synergies	expected	to	be	achieved	by	combining	the	businesses	of	CSC	and HPES,	expected	future	contracts	and	the	acquired	workforce.	The	goodwill	arising	from	the	HPES	Merger	was	allocated	to	the	Company's	reportable segments	as	$2.8	billion	to	the	Global	Business	Services	("GBS")	segment,	$2.6	billion	to	the	Global	Infrastructure	Services	("GIS")	segment	and	 $2.0 billion	to	the	United	States	Public	Sector	("USPS")	segment.	The	goodwill	is	not	deductible	for	tax	purposes.	See	Note	 10	-	"Goodwill."

The	Company	valued	current	assets	and	liabilities,	with	the	exception	of	the	current	portion	of	deferred	revenue	and	capital	leases,	using	existing	carrying values	as	the	fair	value	of	those	items	as	of	the	HPES	Merger	date.	The	Company	valued	acquired	property	and	equipment	using	predominately	the market	method,	and	in	certain	specific	cases,	the	cost	method.	The	Company	valued	deferred	tax	assets	and	liabilities	based	on	statutory	tax	rates	in	the jurisdictions	of	the	legal	entities	where	the	acquired	non-current	assets	and	liabilities	are	taxed.	The	Company	valued	intangible	assets	predominately using	the	multi-period	excess	earnings	method.	Intangible	assets	include	customer	relationships	which	have	useful	lives	of	10-13	years	and	third-party purchased	software	which	have	useful	lives	of	2-7	years.

Subsequent	to	the	HPES	Merger,	the	Company	divested	USPS	which	was	acquired	in	the	HPES	Merger.	See	Note	3	-	"Divestitures"	for	additional information	about	the	divestiture	of	USPS

# Pro	Forma	Results	of	Operations

The	following	table	provides	unaudited	pro	forma	results	of	operations	for	the	Company	for	the	fiscal	year	ended	March	31,	2017,	as	if	the	HPES	Merger had	been	consummated	on	April	2,	2016,	the	first	day	of	DXC's	fiscal	year	ended	March	31,	2017.	These	unaudited	pro	forma	results	do	not	reflect	any cost	saving	synergies	from	operating	efficiencies.	The	Company	presents	these	unaudited	pro	forma	results	for	informational	purposes	only,	and	they	are not	necessarily	indicative	of	what	the	actual	results	of	operations	of	DXC	would	have	been	if	the	HPES	Merger	had	occurred	at	the	beginning	of	the period	presented,	nor	are	they	indicative	of	future	results	of	operations.

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	January	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	twelve	months	ended	March	31,	2017	and	of	HPES	for	the	twelve	months	ended	January	31, 2017.

The	unaudited	pro	forma	information	above	is	based	on	events	that	are	(i)	directly	attributable	to	the	HPES	Merger,	(ii)	factually	supportable,	and	(iii)	are expected	to	have	a	continuing	impact	on	the	results	of	operations	of	DXC.	Nonrecurring	transaction	costs	associated	with	the	HPES	Merger	of	$26	million for	the	twelve	months	ended	March	31,	2018	are	not	included	in	the	unaudited	pro	forma	information	above.

# Tribridge	Acquisition

On	July	1,	2017,	DXC	acquired	all	of	the	outstanding	capital	stock	of	Tribridge	Holdings	LLC,	an	independent	integrator	of	Microsoft	Dynamics	365,	for total	consideration	of	$152	million.	The	acquisition	includes	the	Tribridge	affiliate	company,	Concerto	Cloud	Services	LLC.	The	combination	of	Tribridge with	DXC	expands	DXC's	Microsoft	Dynamics	365	global	systems	integration	business.

The	purchase	price	is	allocated	to	assets	acquired	and	liabilities	assumed	based	upon	determination	of	fair	values	at	the	date	of	acquisition	as	follows: $32	million	to	current	assets,	$4	million	to	property	and	equipment,	 $62	million	to	intangible	assets	other	than	goodwill,	 $24	million	to	current	liabilities	and $78	million	to	goodwill.	The	goodwill	is	primarily	associated	with	the	Company's	GBS	segment	and	is	tax	deductible.	The	intangible	assets	acquired include	customer	relationships	which	have	a	12-year	estimated	useful	life.

# Xchanging	Acquisition

On	May	5,	2016,	CSC	acquired	Xchanging	plc	("Xchanging"),	a	publicly	owned	company	and	a	provider	of	technology-enabled	business	solutions	to organizations	in	global	insurance	and	financial	services,	healthcare,	manufacturing,	real	estate	and	the	public	sector	in	a	step	acquisition.	Total consideration	paid	to	and	on	behalf	of	the	Xchanging	shareholders	of	$693	million	(or	$492	million	net	of	cash	acquired).	Transaction	costs	associated with	the	acquisition	of	$17	million	were	included	within	selling,	general	and	administrative	expenses.	The	acquisition	expanded	the	Company's	market coverage	in	the	global	insurance	industry	and	enabled	the	Company	to	offer	access	to	a	broader,	partner-enriched	portfolio	of	services	including	property and	casualty	insurance	and	wealth	management	business	processing	services.

The	purchase	price	was	allocated	to	assets	acquired	and	liabilities	assumed	based	upon	the	determination	of	fair	value	at	date	of	acquisition	as	follows: $396	million	to	current	assets,	$99	million	to	non-current	assets,	$582	million	to	intangible	assets	other	than	goodwill,	 $267	million	to	current	liabilities, $516	million	to	long-term	liabilities,	$680	million	to	goodwill,	and	$281	million	to	non-controlling	interest.	The	goodwill	arising	from	the	acquisition	was allocated	to	the	Company's	reportable	segment	of	$646	million	to	GBS	and	$34	million	to	GIS	segments	and	is	not	deductible	for	tax	purposes.	The intangible	assets	acquired	include	developed	technology,	customer	relationships	and	trade	names,	which	have	estimated	useful	lives	of	7	to	8,	15	years and	3	to	5	years,	respectively.

# Note	3	-	Divestitures

# Fiscal	2019	Separation	of	USPS

On	May	31,	2018,	DXC	completed	the	USPS	Separation	and	Mergers	to	form	Perspecta,	an	independent	public	company.

Implementation	of	the	USPS	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;	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	USPS	Separation.	In	addition,	DXC	and Perspecta	have	service	and	commercial	contracts	that	generally	extend	through	fiscal	2023.

Pursuant	to	the	Separation	and	Distribution	Agreement,	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.

J.	Michael	Lawrie	serves	as	DXC's	Chairman	and	Chief	Executive	Officer	and	Paul	N.	Saleh	serves	as	DXC's	Chief	Financial	Officer.	Effective	as	of	the Separation,	Mr.	Lawrie	also	serves	as	Chairman	of	Perspecta	and	Mr.	Saleh	also	serves	as	a	Director	of	Perspecta.	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	fiscal	year	ended	March	31,	2019	and balances	due	to	and	from	Perspecta	were	immaterial	to	the	Company's	balance	sheet	as	of	March	31,	2019.

The	following	is	a	summary	of	the	assets	and	liabilities	distributed	as	part	of	the	Separation	of	USPS	on	May	31,	2018:

| (in	millions) | As	of	May	31,	2018 |
| :--- | :--- |
| Assets: |  |
| Cash\tand\tcash\tequivalents | $95 |
| Receivables,\tnet | 458 |
| Prepaid\texpenses | 82 |
| Other\tcurrent\tassets | 35 |
| Total\tcurrent\tassets\tof\tdiscontinued\toperations | 670 |
| Intangible\tassets,\tnet(1) | 870 |
| Goodwill | 2,029 |
| Property\tand\tequipment,\tnet | 294 |
| Other\tassets(1) | 169 |
| Total\tnon-current\tassets\tof\tdiscontinued\toperations | 3,362 |
| Total\tassets | $4,032 |
| Liabilities: |  |
| Short-term\tdebt\tand\tcurrent\tmaturities\tof\tlong-term\tdebt | $161 |
| Accounts\tpayable | 165 |
| Accrued\tpayroll\tand\trelated\tcosts | 17 |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | 358 |
| Deferred\trevenue\tand\tadvance\tcontract\tpayments | 53 |
| Income\ttax\tpayable | 18 |
| Total\tcurrent\tliabilities\tof\tdiscontinued\toperations | 772 |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities | 1,320 |
| Non-current\tdeferred\trevenue | 5 |
| Non-current\tincome\ttax\tliabilities\tand\tdeferred\ttax\tliabilities | 196 |
| Other\tlong-term\tliabilities | 71 |
| Total\tlong-term\tliabilities\tof\tdiscontinued\toperations | 1,592 |
| Total\tliabilities | $2,364 |

The	following	is	a	summary	of	the	assets	and	liabilities	of	USPS	that	have	been	classified	as	assets	and	liabilities	of	discontinued	operations:

| (in	millions) | As	of	March	31,	2018 |
| :--- | :--- |
| Assets: |  |
| Cash\tand\tcash\tequivalents | $68 |
| Receivables,\tnet | 432 |
| Prepaid\texpenses | 75 |
| Other\tcurrent\tassets | 6 |
| Total\tcurrent\tassets\tof\tdiscontinued\toperations | 581 |
| Intangible\tassets,\tnet(1) | 879 |
| Goodwill | 2,033 |
| Property\tand\tequipment,\tnet | 283 |
| Other\tassets(1) | 168 |
| Total\tnon-current\tassets\tof\tdiscontinued\toperations | 3,363 |
| Total\tassets | $3,944 |
| Liabilities: |  |
| Short-term\tdebt\tand\tcurrent\tmaturities\tof\tlong-term\tdebt | $155 |
| Accounts\tpayable | 195 |
| Accrued\tpayroll\tand\trelated\tcosts | 22 |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | 346 |
| Deferred\trevenue\tand\tadvance\tcontract\tpayments | 53 |
| Income\ttax\tpayable | 18 |
| Total\tcurrent\tliabilities\tof\tdiscontinued\toperations | 789 |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities | 214 |
| Non-current\tdeferred\trevenue | 7 |
| Non-current\tincome\ttax\tliabilities\tand\tdeferred\ttax\tliabilities | 163 |
| Other\tlong-term\tliabilities | 72 |
| Total\tlong-term\tliabilities\tof\tdiscontinued\toperations | 456 |
| Total\tliabilities | $1,245 |

The	following	is	a	summary	of	the	operating	results	of	USPS	which	have	been	reflected	within	income	from	discontinued	operations,	net	of	tax:

| (in	millions) | Fiscal	Year	Ended<br>March	31,	2019	(1) | Fiscal	Year	Ended<br>March	31,	2018 |
| :--- | :--- | :--- |
| Revenue | $431 | $2,823 |
| Costs\tof\tservices | 311 | 2,104 |
| Selling,\tgeneral\tand\tadministrative | 50 | 152 |
| Depreciation\tand\tamortization | 33 | 169 |
| Restructuring\tcosts | 1 | 14 |
| Interest\texpense | 8 | 15 |
| Other\t(income)\texpense,\tnet | (25) | 2 |
| Total\tcosts\tand\texpenses | 378 | 2,456 |
| Total\tincome\tfrom\tdiscontinued\toperations,\tbefore\tincome\ttaxes | 53 | 367 |
| Income\ttax\texpense | 18 | 131 |
| Total\tincome\tfrom\tdiscontinued\toperations | $35 | $236 |

(1)	Results	for	the	fiscal	year	ended	March	31,	2019	reflect	operations	through	the	Separation	date	of	May	31,	2018,	not	the	full	twelve-month	period	as	shown	for	the	prior 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:

|  | Fiscal	Year	Ended	March | Fiscal	Year	Ended |
| :--- | :--- | :--- |
| (in\tmillions) | 31,\t2019\t(1) | March\t31,\t2018 |
| Depreciation | $16 | $70 |
| Amortization | $17 | $99 |
| Capital\texpenditures | $— | $(18) |
| Significant\toperating\tnon-cash\titems: |  |  |
| Gain\ton\tdispositions | $24 | $— |

# Note	4	-	Earnings	Per	Share

Basic	EPS	are	computed	using	the	weighted	average	number	of	common	shares	outstanding	during	the	period.	Diluted	EPS	reflect	the	incremental shares	issuable	upon	the	assumed	exercise	of	stock	options	and	equity	awards.	The	following	table	reflects	the	calculation	of	basic	and	diluted	EPS:

| (in	millions,	except	per-share	amounts) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Net\tincome\t(loss)\tattributable\tto\tDXC\tcommon\tshareholders: |  |  |  |
| From\tcontinuing\toperations | $1,222 | $1,515 | $(123) |
| From\tdiscontinued\toperations | 35 | 236 | — |
|  | $1,257 | $1,751 | $(123) |
| Common\tshare\tinformation: |  |  |  |
| Weighted\taverage\tcommon\tshares\toutstanding\tfor\tbasic\tEPS | 277.54 | 284.93 | 140.39 |
| Dilutive\teffect\tof\tstock\toptions\tand\tequity\tawards | 3.89 | 4.84 | — |
| Weighted\taverage\tcommon\tshares\toutstanding\tfor\tdiluted\tEPS | 281.43 | 289.77 | 140.39 |
| EPS: |  |  |  |
| Basic |  |  |  |
| Continuing\toperations | $4.40 | $5.32 | $(0.88) |
| Discontinued\toperations | 0.13 | 0.83 | — |
| Total | $4.53 | $6.15 | $(0.88) |
| Diluted |  |  |  |
| Continuing\toperations | $4.35 | $5.23 | $(0.88) |
| Discontinued\toperations | 0.12 | 0.81 | — |
| Total | $4.47 | $6.04 | $(0.88) |

Certain	share	based	equity	awards	were	excluded	from	the	computation	of	dilutive	EPS	because	inclusion	of	these	awards	would	have	had	an	anti- dilutive	effect.	The	following	table	reflects	awards	excluded:

|  |  | Fiscal	Years	Ended |  |
| :--- | :--- | :--- | :--- |
|  | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| Stock\tOptions | — | — | 3,317,041 |
| RSUs | 46,051 | 54,637 | 845,315 |
| PSUs | 25,086 | 96,029 | 1,540,152 |

# Note	5	-	Receivables

Receivables,	net	of	allowance	for	doubtful	accounts	consist	of	the	following:

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Billed\ttrade\treceivables | $2,508 | $3,110 |
| Unbilled\treceivables | 1,114 | 1,273 |
| Other\treceivables | 1,559 | 1,098 |
| Total | $5,181 | $5,481 |

The	following	table	summarizes	activity	for	the	allowance	for	doubtful	accounts:

|  | As	of	and	for	Fiscal	Years	Ended | As	of	and	for	Fiscal	Years	Ended |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| Beginning\tbalance | $40 | $26 | $31 |
| \t\t\t\t\tAdditions\tcharged\tto\tcosts\tand\texpenses | 19 | 45 | 10 |
| \t\t\t\t\tDeductions(1) | (4) | (37) | (13) |
| \t\t\t\t\tOther(2) | 5 | 6 | (2) |
| Ending\tbalance | $60 | $40 | $26 |

(1)	Represents	write-offs	and	recoveries	of	prior	year	charges.

(2)	Includes	changes	in	foreign	currency	exchange	rates	and	the	impact	of	the	AR	securitization	facility.

# Sale	of	Receivables

# Receivables	Securitization	Facility

The	Company	has	a	$600	million	accounts	receivable	securitization	facility	(as	amended	or	supplemented	to	date,	the	"Receivables	Facility")	with	certain unaffiliated	financial	institutions	(the	"Purchasers")	for	the	sale	of	commercial	accounts	receivable	in	the	United	States.	Under	the	Receivables	Facility, the	Company	and	certain	of	its	subsidiaries	(the	"Sellers")	sell	billed	and	unbilled	accounts	receivable	to	DXC	Receivables	LLC	("DXC	Receivables"),	a wholly	owned	bankruptcy-remote	entity.	DXC	Receivables	subsequently	sells	the	purchased	accounts	receivable	in	their	entirety	to	the	Purchasers pursuant	to	a	receivables	purchase	agreement.	Sales	of	receivables	by	DXC	Receivables	occur	continuously	and	are	settled	on	a	monthly	basis.	The proceeds	from	the	sale	of	these	receivables	comprise	a	combination	of	cash	and	a	deferred	purchase	price	receivable	("DPP").	The	DPP	is	realized	by the	Company	upon	the	ultimate	collection	of	the	underlying	receivables	sold	to	the	Purchasers.	The	adoption	of	ASU	2016-15	described	in	Note	1	- "Summary	of	Significant	Accounting	Policies"	requires	cash	receipts	on	the	DPP	to	be	classified	as	cash	flows	from	investing	activities	instead	of	the Company's	previous	presentation	as	cash	flows	from	operating	activities.

The	amount	available	under	the	Receivables	Facility	fluctuates	over	time	based	on	the	total	amount	of	eligible	receivables	generated	during	the	normal course	of	business	after	deducting	excess	concentrations.	As	of	March	31,	2019,	the	total	availability	under	the	Receivables	Facility	was approximately	$434	million	and	the	drawn	amount	was	$413	million.	As	of	March	31,	2019,	the	Company	recorded	a	$21	million	receivable	within receivables,	net	because	the	amount	of	cash	proceeds	received	by	the	Company	under	the	Receivables	Facility	was	less	than	the	total	availability.	The Receivables	Facility	terminates	on	August	21,	2019,	but	provides	for	one	or	more	optional	one-year	extensions,	if	agreed	to	by	the	Purchasers.	The Company	uses	the	proceeds	from	sales	under	the	Receivables	Facility	for	general	corporate	purposes.

The	fair	value	of	the	sold	receivables	approximated	their	book	value	due	to	their	short-term	nature,	and	as	a	result no	gain	or	loss	on	the	sale	of receivables	was	recorded	during	fiscal	2019	and	2018.

The	Company's	risk	of	loss	following	the	transfer	of	accounts	receivable	under	the	Receivables	Facility	is	limited	to	the	DPP	outstanding	and	any	short- falls	in	collections	for	specified	non-credit	related	reasons	after	sale.	Payment	of	the	DPP	is	not	subject	to	significant	risks	other	than	delinquencies	and credit	losses	on	accounts	receivable	sold	under	the	Receivables	Facility.

Certain	obligations	of	sellers	under	the	Receivables	Facility	and	DXC,	as	initial	servicer,	are	guaranteed	by	the	Company	under	a	performance	guaranty, made	in	favor	of	an	administrative	agent	on	behalf	of	the	Purchasers.	However,	the	performance	guaranty	does	not	cover	DXC	Receivables'	obligations to	pay	yield,	fees	or	invested	amounts	to	the	administrative	agent	or	any	of	the	Purchasers.

The	following	table	is	a	reconciliation	of	the	beginning	and	ending	balances	of	the	DPP:

|  | As	of	and	for	the	Fiscal	Year	Ended |  |
| :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 |
| Beginning\tbalance | $233 | $252 |
| \t\t\t\t\tTransfers\tof\treceivables | 5,435 | 2,192 |
| Collections | (4,393) | (2,225) |
| Change\tin\tfunding\tavailability | (246) | 30 |
| Facility\tamendments | (457) | — |
| Fair\tvalue\tadjustment | 2 | (16) |
| Ending\tbalance | $574 | $233 |

# Federal	Receivables	Sales	Facility

Since	July	14,	2017,	the	Company	has	given	a	parent	guaranty	in	connection	with	a	federal	receivables	sales	facility	with	certain	financial	institutions, under	which	certain	subsidiaries	of	the	Company	previously	sold	eligible	federal	government	obligor	receivables,	including	billed	and	certain	unbilled receivables.	In	connection	with	the	Separation,	the	sellers	and	servicers	of	the	receivables	sold	under	the	Federal	Receivables	Sales	Facility	were divested	and,	effective	May	31,	2018,	the	parent	guaranty	was	terminated.

The	following	table	reflects	activity	of	the	Federal	Receivables	Sales	Facility,	prior	to	the	Separation:

|  | As	of	and	for	the	Fiscal |
| :--- | :--- |
|  | Year\tEnded\tMarch\t31, |
| (in\tmillions) | 2019(1) |
| Transfers\tof\treceivables | $464 |
| Collections | $521 |
| Operating\tcash\tflow\teffect | $(57) |

(1)	Results	for	the	twelve	months	ended	March	31,	2019	reflect	operations	through	the	Separation	date	of	May	31,	2018,	not	the	full	twelve	month	period.

# Note	6	-	Fair	Value

# Fair	Value	Measurements	on	a	Recurring	Basis

The	following	table	presents	the	Company's	assets	and	liabilities	that	are	measured	at	fair	value	on	a	recurring	basis,	excluding	pension	assets	and derivative	assets	and	liabilities.	See	Note	13	-	"Pension	and	Other	Benefit	Plans"	and	Note	7	-	"Derivative	Instruments"	for	information	about	the	fair	value of	our	pension	assets	and	derivative	assets	and	liabilities,	respectively.	There	were	no	transfers	between	any	of	the	levels	during	the	periods	presented.

| (in	millions) |  | As	of	March	31,	2019 | As	of	March	31,	2019 |  |
| :--- | :--- | :--- | :--- | :--- |
| Assets: | Fair\tValue | Level\t1 | Level\t2 | Level\t3 |
| Money\tmarket\tfunds\tand\tmoney\tmarket\tdeposit\taccounts | $6 | $6 | $— | $— |
| Time\tdeposits(1) | 194 | 194 | — | — |
| Other\tdebt\tsecurities(2) | 53 | — | 49 | 4 |
| Deferred\tpurchase\tprice\treceivable | 574 | — | — | 574 |
| Total\tassets | $827 | $200 | $49 | $578 |
| Liabilities: |  |  |  |  |
| Contingent\tconsideration | $41 | $— | $— | $41 |
| Total\tliabilities | $41 | $— | $— | $41 |

|  |  | As	of	March	31,	2018 | As	of	March	31,	2018 |  |
| :--- | :--- | :--- | :--- | :--- |
| Assets: | Fair\tValue | Level\t1 | Level\t2 | Level\t3 |
| Money\tmarket\tfunds\tand\tmoney\tmarket\tdeposit\taccounts | $84 | $84 | $— | $— |
| Time\tdeposits(1) | 114 | 114 | — | — |
| Other\tdebt\tsecurities(2) | 59 | — | 53 | 6 |
| Deferred\tpurchase\tprice\treceivable | 233 | — | — | 233 |
| Total\tassets | $490 | $198 | $53 | $239 |
| Liabilities: |  |  |  |  |
| Contingent\tconsideration | $5 | $— | $— | $5 |
| Total\tLiabilities | $5 | $— | $— | $5 |

(1)	Cost	basis	approximated	fair	value	due	to	the	short	period	of	time	to	maturity.

(2)	Other	debt	securities	include	available-for-sale	investments	with	Level	2	inputs	that	have	a	cost	basis	of	$38	million	and	$42	million,	and	unrealized	gains	of	$11	million	and	$11 million,	as	of	March	31,	2019	and	March	31,	2018,	respectively.

The	fair	value	of	money	market	funds	and	money	market	deposit	accounts,	and	time	deposits,	included	in	cash	and	cash	equivalents,	are	based	on quoted	market	prices.	The	fair	value	of	other	debt	securities,	included	in	other	long-term	assets,	is	based	on	actual	market	prices.	Fair	value	of	the	DPP, included	in	receivables,	net,	is	determined	by	calculating	the	expected	amount	of	cash	to	be	received	and	is	principally	based	on	unobservable	inputs consisting	primarily	of	the	face	amount	of	the	receivables	adjusted	for	anticipated	credit	losses.	The	fair	value	of	contingent	consideration,	included	in other	liabilities,	is	based	on	contractually	defined	targets	of	financial	performance	and	other	considerations.

The	increase	in	the	fair	value	of	contingent	consideration	during	the	twelve	months	ended	March	31,	2019	was	due	to	the	acquisitions	described	in	Note 2	-	"Acquisitions"

# Other	Fair	Value	Disclosures

The	carrying	amounts	of	the	Company's	financial	instruments	with	short-term	maturities,	primarily	accounts	receivable,	accounts	payable,	short-term debt,	and	financial	liabilities	included	in	other	accrued	liabilities,	are	deemed	to	approximate	their	market	values	due	to	their	short-term	nature.	If measured	at	fair	value,	these	financial	instruments	would	be	classified	in	Level	2	or	Level	3	of	the	fair	value	hierarchy.

The	Company	estimates	the	fair	value	of	its	long-term	debt,	primarily	by	using	quoted	prices	obtained	from	third	party	providers	such	as	Bloomberg,	and by	using	an	expected	present	value	technique	that	is	based	on	observable	market	inputs	for	instruments	with	similar	terms	currently	available	to	the Company.	The	estimated	fair	value	of	the	Company's	long-term	debt,	excluding	capitalized	lease	liabilities,	was	$5.6	billion	and	$6.1	billion	as	of March	31,	2019	and	March	31,	2018,	respectively,	as	compared	with	carrying	value	of	 $5.6	billion	and	$5.9	billion	as	of	March	31,	2019	and	March	31, 2018,	respectively.	If	measured	at	fair	value,	long-term	debt,	excluding	capitalized	lease	liabilities	would	be	classified	in	Level	1	or	Level	2	of	the	fair	value hierarchy.

Non-financial	assets	such	as	goodwill,	tangible	assets,	intangible	assets	and	other	contract	related	long-lived	assets	are	recorded	at	fair	value	in	the period	they	are	initially	recognized,	and	such	fair	value	may	be	adjusted	in	subsequent	periods	if	an	event	occurs	or	circumstances	change	that	indicate that	the	asset	may	be	impaired.	The	fair	value	measurements,	in	such	instances,	would	be	classified	in	Level	3	of	the	fair	value	hierarchy.	There	were	no significant	impairments	recorded	during	the	fiscal	periods	covered	by	this	report.

# Note	7	-	Derivative	Instruments

In	the	normal	course	of	business,	the	Company	is	exposed	to	interest	rate	and	foreign	exchange	rate	fluctuations.	As	part	of	its	risk	management	strategy, the	Company	uses	derivative	instruments,	primarily	foreign	currency	forward	contracts	and	interest	rate	swaps,	to	hedge	certain	foreign	currency	and interest	rate	exposures.	The	Company's	objective	is	to	reduce	earnings	volatility	by	offsetting	gains	and	losses	resulting	from	these	exposures	with	losses and	gains	on	the	derivative	contracts	used	to	hedge	them.	The	Company	does	not	use	derivative	instruments	for	trading	or	any	speculative	purpose.

# Derivatives	Designated	for	Hedge	Accounting

# Cash	flow	hedges

The	Company	uses	interest	rate	swap	agreements	designated	as	cash	flow	hedges	to	mitigate	its	exposure	to	interest	rate	risk	associated	with	the variability	of	cash	outflows	for	interest	payments	on	certain	floating	interest	rate	debt,	which	effectively	converts	the	debt	into	fixed	interest	rate	debt. During	fiscal	2019,	the	Company	terminated	interest	rate	swap	agreements	with	aggregate	notional	values	of	$375	million	and	fair	values	of	 $5	million	and derecognized	the	relative	derivative	asset.	The	hedge	gain	of	$5	million	is	recognized	over	the	remaining	original	life	of	the	swap	against	interest	expense in	the	statements	of	operations.	The	Company	had	no	interest	rate	swap	agreements	as	of	March	31,	2019.	As	of	March	31,	2018,	the	Company	had interest	rate	swap	agreements	with	a	total	notional	amount	of	$635	million.

The	Company	has	designated	certain	foreign	currency	forward	contracts	as	cash	flow	hedges	to	reduce	foreign	currency	risk	related	to	certain	Indian Rupee	denominated	intercompany	obligations	and	forecasted	transactions.	The	notional	amounts	of	foreign	currency	forward	contracts	designated	as cash	flow	hedges	as	of	March	31,	2019	and	March	31,	2018	was	$277	million	and	$634	million,	respectively.	As	of	March	31,	2019,	the	related	forecasted transactions	extend	through	March	2020.

For	the	fiscal	years	ended	March	31,	2019	and	March	31,	2018,	the	Company	performed	an	assessment	at	the	inception	of	the	cash	flow	hedge transactions	and	determined	all	critical	terms	of	the	hedging	instruments	and	hedged	items	matched.	The	Company	performs	an	assessment	of	critical terms	on	an	ongoing	basis	throughout	the	hedging	period.	During	the	fiscal	years	ended	March	31,	2019	and	March	31,	2018,	the	Company	had	no	cash flow	hedges	for	which	it	was	probable	that	the	hedged	transaction	would	not	occur.	As	of	March	31,	2019,	$1	million	of	the	existing	gain	related	to	the cash	flow	hedge	reported	in	AOCI	is	expected	to	be	reclassified	into	earnings	within	the	next	12	months.

# Net	investment	hedges

The	Company	has	designated	certain	foreign	currency	forward	contracts	as	net	investment	hedges	to	protect	its	investment	in	certain	foreign	operations against	adverse	changes	in	exchange	rates	between	the	EUR	and	USD.	As	of	March	31,	2019,	the	notional	amount	of	foreign	currency	forward	contracts designated	as	net	investment	hedges	was	$1.7	billion.	As	of	March	31,	2018,	the	Company	had	no	foreign	currency	forward	contracts	designated	as	net investment	hedges.

The	pre-tax	loss	on	derivatives	designated	for	hedge	accounting	recognized	in	other	comprehensive	income	was $1	million	and	in	income	from	continuing operations	was	$10	million	during	the	fiscal	year	ended	March	31,	2019.

# Derivatives	Not	Designated	For	Hedge	Accounting

The	derivative	instruments	not	designated	as	hedges	for	purposes	of	hedge	accounting	include	certain	short-term	foreign	currency	forward	contracts. Derivatives	that	are	not	designated	as	hedging	instruments	are	adjusted	to	fair	value	through	earnings	in	the	financial	statement	line	item	to	which	the derivative	relates.

# Interest	rate	swap	agreements

During	fiscal	2019,	the	Company	elected	to	de-designate	its	interest	rate	swap	agreements.	The	Company	derecognized	the	related	derivative	asset	and recognized	the	amount	in	earnings.	The	Company	had	no	interest	rate	swap	agreements	as	of	March	31,	2019.

# Foreign	currency	forward	contracts

The	Company	manages	the	exposure	to	fluctuations	in	foreign	currencies	by	using	foreign	currency	forward	contracts	to	hedge	certain	foreign	currency denominated	assets	and	liabilities,	including	intercompany	accounts	and	forecasted	transactions.	The	notional	amount	of	the	foreign	currency	forward contracts	outstanding	as	of	March	31,	2019	and	March	31,	2018	was	$2.5	billion	and	$3.1	billion,	respectively.

The	following	table	presents	the	pretax	amounts	impacting	income	related	to	foreign	currency	forward	contracts:

|  |  |  | Fiscal	Years	Ended |  |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Statement\tof\tOperations\tLine\tItem | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| Foreign\tcurrency\tforward\tcontracts | \t Other\texpense\t(income),\tnet | $16 | $118 | $(84) |

# Fair	Value	of	Derivative	Instruments

All	derivative	instruments	are	recorded	at	fair	value.	The	Company's	accounting	treatment	for	these	derivative	instruments	is	based	on	its	hedge designation.	The	following	tables	present	the	fair	values	of	derivative	instruments	included	in	the	balance	sheets:

| (in	millions) | Balance	Sheet	Line	Item | As	of<br>March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- | :--- |
| Derivatives\tdesignated\tfor\thedge\taccounting: |  |  |  |
| Interest\trate\tswaps | \t Other\tassets | $— | $6 |
| Foreign\tcurrency\tforward\tcontracts\t(1) | \t Other\tcurrent\tassets | 38 | 14 |
| Total\tfair\tvalue\tof\tderivatives\tdesignated\tfor\thedge\taccounting | Total\tfair\tvalue\tof\tderivatives\tdesignated\tfor\thedge\taccounting | $38 | $20 |
| Derivatives\tnot\tdesignated\tfor\thedge\taccounting: |  |  |  |
| Foreign\tcurrency\tforward\tcontracts | \t Other\tcurrent\tassets | $5 | $4 |
| Total\tfair\tvalue\tof\tderivatives\tnot\tdesignated\tfor\thedge\taccounting | Total\tfair\tvalue\tof\tderivatives\tnot\tdesignated\tfor\thedge\taccounting | $5 | $4 |

# Derivative	Liabilities

| (in	millions) | Balance	Sheet	Line	Item | As	of<br>March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- | :--- |
| Derivatives\tdesignated\tfor\thedge\taccounting: |  |  |  |
| Foreign\tcurrency\tforward\tcontracts(1) | \t Accrued\texpenses\tand\tother\tcurrent\tliabilities | $4 | $3 |
| Total\tfair\tvalue\tof\tderivatives\tdesignated\tfor\thedge\taccounting: |  | $4 | $3 |
| Derivatives\tnot\tdesignated\tfor\thedge\taccounting: |  |  |  |
| Foreign\tcurrency\tforward\tcontracts | \t Accrued\texpenses\tand\tother\tcurrent\tliabilities | $9 | $6 |
| Total\tfair\tvalue\tof\tderivatives\tnot\tdesignated\tfor\thedge\taccounting |  | $9 | $6 |

(1)	Foreign	currency	forward	contracts	designated	for	hedge	accounting	includes	designated	cash	flow	hedges	and	net	investment	hedges.

The	fair	value	of	foreign	currency	forward	contracts	represents	the	estimated	amount	required	to	settle	the	contracts	using	current	market	exchange	rates and	is	based	on	the	period-end	foreign	currency	exchange	rates	and	forward	points	which	are	classified	as	Level	2	inputs.

# Other	risks

The	Company	is	exposed	to	the	risk	of	losses	in	the	event	of	non-performance	by	the	counterparties	to	its	derivative	contracts.	The	amount	subject	to credit	risk	related	to	derivative	instruments	is	generally	limited	to	the	amount,	if	any,	by	which	a	counterparty's	obligations	exceed	the	obligations	of	the Company	with	that	counterparty.	To	mitigate	counterparty	credit	risk,	the	Company	regularly	reviews	its	credit	exposure	and	the	creditworthiness	of	the counterparties.	With	respect	to	its	foreign	currency	derivatives,	as	of	March	31,	2019,	there	were	five	counterparties	with	concentration	of	credit	risk,	and based	on	gross	fair	value,	the	maximum	amount	of	loss	that	the	Company	could	incur	is	approximately	$29	million.

The	Company	also	enters	into	enforceable	master	netting	arrangements	with	some	of	its	counterparties.	However,	for	financial	reporting	purposes,	it	is the	Company's	policy	not	to	offset	derivative	assets	and	liabilities	despite	the	existence	of	enforceable	master	netting	arrangements.	The	potential	effect	of such	netting	arrangements	on	the	Company's	balance	sheets	is	not	material	for	the	periods	presented.

# Note	8	-	Property	and	Equipment

Property	and	equipment	consisted	of	the	following:

|  | As	of |  |
| :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 |
| Property\tand\tequipment\t—\tgross: |  |  |
| Land,\tbuildings\tand\tleasehold\timprovements | $2,180 | $2,464 |
| Computers\tand\trelated\tequipment | 4,719 | 4,185 |
| Furniture\tand\tother\tequipment | 224 | 323 |
| Construction\tin\tprogress | 14 | 77 |
|  | 7,137 | 7,049 |
| Less:\taccumulated\tdepreciation | 3,958 | 3,686 |
| Property\tand\tequipment,\tnet | $3,179 | $3,363 |

# Note	9	-	Intangible	Assets

Intangible	assets	consisted	of	the	following:

| (in	millions) | Gross	Carrying<br>Value | Accumulated<br>Amortization | Net	Carrying	Value |
| :--- | :--- | :--- | :--- |
| Software | $3,864 | $2,235 | $1,629 |
| Customer\trelated\tintangible\tassets | 5,389 | 1,139 | 4,250 |
| Other\tintangible\tassets | 85 | 25 | 60 |
| Total\tintangible\tassets | $9,338 | $3,399 | $5,939 |

|  |  | As	of	March	31,	2018 |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | Gross\tCarrying\nValue | Accumulated\nAmortization | Net\tCarrying\tValue |
| Software | $3,484 | $1,918 | $1,566 |
| Customer\trelated\tintangible\tassets | 5,405 | 666 | 4,739 |
| Other\tintangible\tassets | 90 | 19 | 71 |
| Total\tintangible\tassets | $8,979 | $2,603 | $6,376 |

Transition	and	transformation	contract	costs	as	of	March	31,	2018	have	been	reclassified	from	intangible	assets,	net	to	other	assets	within	the	balance sheets	to	conform	to	the	current	year	presentation.

The	components	of	amortization	expense	were	as	follows:

|  |  | Fiscal	Years	Ended |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| Intangible\tasset\tamortization | $890 | $860 | $230 |
| Transition\tand\ttransformation\tcontract\tcost\tamortization | 258 | 226 | 79 |
| Total\tamortization\texpense | $1,148 | $1,086 | $309 |

Estimated	future	amortization	as	of	March	31,	2019	is	as	follows:

# Note	10	-	Goodwill

As	a	result	of	the	USPS	Separation	on	May	31,	2018,	as	more	fully	described	in	Note	 3	-	"Divestitures",	USPS	is	no	longer	a	reportable	segment.	The fiscal	2019	and	2018	additions	to	goodwill	were	due	to	the	acquisitions	described	in	Note	 2	-	"Acquisitions".	The	foreign	currency	translation	amount reflects	the	impact	of	currency	movements	on	non-U.S.	dollar-denominated	goodwill	balances.

# Goodwill	Impairment	Analyses

The	Company's	annual	goodwill	impairment	analysis,	which	was	performed	as	of	July	1,	2018,	did	not	result	in	an	impairment	charge.	As	of	March	31, 2019,	the	Company	assessed	whether	there	were	events	or	changes	in	circumstances	that	would	more	likely	than	not	reduce	the	fair	value	of	any	of	its reporting	units	below	its	carrying	amount	and	require	goodwill	to	be	tested	for	impairment.	The	Company	determined	that	there	have	been	no	such indicators	and	therefore,	it	was	unnecessary	to	perform	an	interim	goodwill	impairment	test	as	of	March	31,	2019.

The	Company's	annual	goodwill	impairment	analysis,	which	was	performed	qualitatively	as	of	July	1,	2017,	did	not	result	in	an	impairment	charge.	At	the end	of	the	fiscal	2018,	the	Company	assessed	whether	there	were	events	or	changes	in	circumstances	that	would	more	likely	than	not	reduce	the	fair value	of	any	of	its	reporting	units	below	its	carrying	amount	and	require	goodwill	to	be	tested	for	impairment.	The	Company	determined	that	there	have been	no	such	indicators,	and,	therefore,	it	was	unnecessary	to	perform	an	interim	goodwill	impairment	test	as	of	March	31,	2018.

For	the	Company's	annual	goodwill	impairment	assessment	as	of	July	2,	2016,	the	Company	chose	to	bypass	the	initial	qualitative	assessment	and proceeded	directly	to	the	first	step	of	the	impairment	test	for	all	reporting	units.	Based	on	the	results	of	the	first	step	of	the	impairment	test,	the	Company concluded	that	the	fair	value	of	each	reporting	unit	exceeded	its	carrying	value	and	therefore	the	second	step	of	the	goodwill	impairment	test	was	not required.

As	of	March	31,	2017,	the	Company	assessed	whether	there	were	events	or	changes	in	circumstances	that	would	more	likely	than	not	reduce	the	fair value	of	any	of	its	reporting	units	below	its	carrying	amount	and	require	goodwill	to	be	tested	for	impairment.	The	Company	determined	that	there	have been	no	such	indicators	and	therefore,	it	was	unnecessary	to	perform	an	interim	goodwill	impairment	test	as	of	March	31,	2017.

# Note	11	-	Income	Taxes

The	sources	of	income	(loss)	from	continuing	operations,	before	income	taxes,	classified	between	domestic	entities	and	those	entities	domiciled	outside	of the	United	States,	are	as	follows:

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Domestic\tentities | $511 | $454 | $(157) |
| Entities\toutside\tthe\tUnited\tStates | 1,004 | 850 | (17) |
| Total | $1,515 | $1,304 | $(174) |

On	December	22,	2017,	the	President	of	the	United	States	signed	into	law	comprehensive	tax	legislation	commonly	referred	to	as	the	Tax	Cuts	and	Jobs Act	(the	"Act").	The	Act	makes	significant	changes	to	the	Internal	Revenue	Code	of	1986	with	varying	effective	dates.	The	Act	reduces	the	maximum corporate	income	tax	rate	to	21%	effective	as	of	January	1,	2018,	requires	companies	to	pay	a	one-time	transition	tax	on	certain	un-repatriated	earnings of	foreign	subsidiaries,	broadens	the	tax	base,	generally	eliminates	U.S.	federal	income	taxes	on	dividends	from	foreign	subsidiaries,	creates	a	new limitation	on	the	deductibility	of	interest	expense,	limits	the	deductibility	of	certain	executive	compensation,	and	allows	for	immediate	capital	expensing	of certain	qualified	property.	It	also	requires	companies	to	pay	minimum	taxes	on	foreign	earnings	and	subjects	certain	payments	from	U.S.	corporations	to foreign	related	parties	to	additional	taxes.	As	a	fiscal	year	taxpayer,	the	Company	did	not	become	subject	to	many	of	the	tax	law	provisions	until	fiscal year	2019;	however,	GAAP	requires	companies	to	revalue	their	deferred	tax	assets	and	liabilities	with	resulting	tax	effects	accounted	for	in	the	reporting period	of	enactment,	including	retroactive	effects.	Section	15	of	the	Internal	Revenue	Code	stipulates	that	for	the	Company's	fiscal	years	ending March	31,	2019	and	March	31,	2018,	the	Company	has	weighted	corporate	U.S.	federal	income	tax	rates	of	 21.0%	and	31.5%,	respectively.	These income	tax	rates	are	based	on	the	applicable	tax	rates	before	and	after	the	effective	date	of	the	Act	and	the	number	of	days	in	the	Company's	federal	tax year	ending	on	October	31st.

The	SEC	staff	issued	Staff	Accounting	Bulletin	118	("SAB	118"),	which	provides	guidance	on	accounting	for	the	tax	effects	of	the	Act	in	the	reporting period	that	includes	the	December	22,	2017	enactment	date.	SAB	118	allowed	companies	to	provide	provisional	amounts	during	a	measurement	period that	could	not	extend	beyond	one	year	from	the	Act's	enactment	date.	In	accordance	with	SAB	118,	a	company	was	required	to	reflect	the	income	tax effects	of	the	Act	for	which	the	accounting	under	ASC	740	is	complete.	To	the	extent	that	a	company's	accounting	for	certain	income	tax	effects	of	the	Act was	incomplete	but	the	company	was	able	to	determine	a	reasonable	estimate,	it	was	required	to	record	a	provisional	estimate	in	the	financial statements.	If	a	company	could	not	determine	a	provisional	estimate	to	be	included	in	the	financial	statements,	it	was	required	to	continue	to	apply	ASC 740	on	the	basis	of	the	provisions	of	the	tax	laws	that	were	in	effect	immediately	before	the	enactment	of	the	Act.	The	one	year	SAB	118	measurement period	closed	for	the	Company	in	the	third	quarter	ended	on	December	31,	2018.

As	of	December	31,	2018,	the	Company's	assessment	of	the	Act	is	complete.	While	the	measurement	period	under	SAB	118	is	now	closed,	DXC	may,	in future	periods,	need	to	further	refine	the	Company's	U.S.	federal	and	state	calculations,	related	to	the	Act,	as	the	taxing	authorities	provide	additional guidance	and	clarification.

# The	Company	recorded	the	following	amounts	in	accordance	with	SAB	118:

Capital	expensing:	During	fiscal	2018,	the	Company	recorded	a	provisional	benefit	of	$ 87	million,	which	was	based	on	its	intent	to	fully	expense	all qualifying	expenses	for	U.S.	federal	tax	purposes.	This	resulted	in	a	decrease	of	approximately	$87	million	to	the	Company's	current	income	taxes payable	and	a	corresponding	increase	to	its	net	deferred	tax	liabilities.	During	Q3	FY19,	the	Company	finalized	its	estimate	of	the	impact	of	the	law change	for	purposes	of	SAB	118	and	determined	the	incremental	benefit	of	capital	expensing	was	approximately	$61	million.	This	resulted	in	a	decrease of	approximately	$61	million	to	the	Company's	current	income	taxes	payable	and	a	corresponding	increase	to	its	net	deferred	tax	liabilities.	The	Company filed	its	October	31,	2017	U.S	federal	tax	return	and	several	of	its	state	tax	returns	in	the	periods	ending	September	30,	2018	and	December	31,	2018, respectively.	In	the	three	months	ended	December	31,	2018	the	Company	completed	all	of	the	computations	necessary,	including	an	analysis	of expenditures	that	qualify	for	immediate	expensing,	noting	no	measurement	period	adjustments	were	required.

Executive	compensation:	As	a	result	of	changes	made	by	the	Act,	starting	with	compensation	paid	in	fiscal	2019,	Section	162(m)	will	limit	compensation deductions,	including	performance-based	compensation,	in	excess	of	$1	million	paid	to	anyone	who,	starting	in	2018,	serves	as	the	Chief	Executive Officer	or	Chief	Financial	Officer,	or	who	is	among	the	three	most	highly	compensated	executive	officers	for	any	fiscal	year.	The	only	exception	to	this	rule is	for	compensation	that	is	paid	pursuant	to	a	binding	contract	in	effect	on	November	2,	2017	that	would	have	otherwise	been	deductible	under	the	prior Section	162(m)	rules.	Accordingly,	any	compensation	paid	in	the	future	pursuant	to	new	compensation	arrangements	entered	into	after	November	2, 2017,	even	if	performance-based,	will	count	towards	the	$1	million	fiscal	year	deduction	limit	if	paid	to	a	covered	executive.	During	fiscal	2018,	the Company	recorded	a	provisional	income	tax	expense	estimate	of	$2	million	for	executive	compensation	relating	to	the	change	in	covered	individuals.	The Company	completed	an	analysis	of	the	binding	contract	requirement	on	the	various	compensation	plans	and	determined	the	impact	of	the	law

change	was	not	material.	As	part	of	the	fiscal	2019	income	tax	provision,	the	Company	estimated	the	Section	162(m)	adjustment	under	the	new	guidance for	compensation	arrangements	entered	into	after	November	2,	2017.

Reduction	of	U.S.	federal	corporate	income	tax	rate:	 As	discussed	above,	the	Act	reduces	the	corporate	tax	rate	to	 21%,	effective	January	1,	2018.	For certain	deferred	tax	assets	and	deferred	tax	liabilities,	the	Company	previously	recorded	a	provisional	deferred	income	tax	discrete	benefit	of	$338	million, resulting	in	a	$338	million	decrease	in	net	deferred	tax	liabilities	as	of	March	31,	2018.	The	Company	filed	its	October	31,	2017	U.S.	federal	tax	return	in the	period	ending	September	30,	2018,	which	impacted	the	provisional	amount	recorded.	The	adjustment	was	not	material.	The	Company	finalized	its analysis	of	the	scheduling	of	the	deferred	tax	assets	and	liabilities	and	determined	the	impact	was	not	material.	No	additional	measurement	period adjustments	were	recorded	during	the	period	ended	December	31,	2018.

Deemed	Repatriation	Transition	Tax:	The	deemed	repatriation	one-time	transition	tax	is	a	tax	on	previously	untaxed	accumulated	and	current	earnings and	profits	("E&P")	of	certain	of	the	Company's	non-U.S.	subsidiaries.	To	determine	the	amount	of	the	transition	tax,	the	Company	determined,	in	addition to	other	factors,	the	amount	of	post-1986	E&P	of	the	relevant	non-U.S.	subsidiaries,	as	well	as	the	amount	of	non-U.S.	income	taxes	paid	on	such earnings	and	the	impact	of	various	guidance	including	proposed	regulations.	The	Company	was	able	to	calculate	the	transition	tax	and	recorded	a provisional	transition	tax	obligation	of	$361	million	in	fiscal	2018.	Due	to	the	revised	E&P	and	cash	computations	that	were	completed	during	the	reporting periods,	the	Company	recognized	an	additional	measurement-period	adjustment	to	the	transition	tax	obligation	of	$25	million	for	the	three	months	ended June	30,	2018.	During	the	three	month	period	ending	December	31,	2018,	the	Company	recorded	a	corresponding	adjustment	of	$(69)	million.	The	effect of	the	total	measurement-period	adjustments	of	$(44)	million	for	the	nine	months	ended	December	31,	2018	on	the	fiscal	2019	effective	tax	rate	was (3.9)%.	The	transition	tax,	which	has	now	been	determined	to	be	complete,	resulted	in	recording	a	total	transition	tax	obligation	of	 $316	million,	of	which $324	million	was	recorded	as	income	tax	liability	and	$ (8)	million	recorded	as	a	reduction	in	our	unrecognized	tax	benefits.

Indefinite	reinvestment	assertion:	Beginning	January	1,	2018,	the	Act	provides	a	100%	deduction	for	dividends	received	from	10-percent	owned	non-U.S. corporations	by	U.S.	corporate	shareholders,	subject	to	a	one-year	holding	period.	Although	such	dividend	income	is	now	generally	exempt	from	U.S. federal	tax	for	U.S.	corporate	shareholders,	companies	must	still	account	for	the	tax	consequences	of	outside	basis	differences	and	other	tax	impacts	of their	investments	in	non-U.S.	subsidiaries.	During	fiscal	2018,	the	Company	recorded	a	provisional	estimate	for	those	subsidiaries	for	which	DXC	was able	to	make	a	reasonable	estimate	of	the	tax	effects	of	such	repatriation	for	withholding	taxes,	state	taxes,	and	India	dividend	distribution	tax	of	$12 million,	$7	million	and	$80	million,	respectively.	For	the	three	months	ended	December	31,	2018,	the	Company	recognized	an	additional	measurement- period	adjustment	of	$9	million	for	state	tax	purposes	recorded	to	discrete	income	tax	expense.	The	Company	completed	its	analysis	of	the	non-U.S.	tax rules	for	certain	non-U.S.	subsidiaries	for	U.S.	federal	and	state	tax	purposes	for	all	material	provisional	amounts	during	the	measurement-period.

Global	intangible	low	taxed	income	(GILTI):	 The	Company	continues	to	evaluate	the	impact	of	the	GILTI	provisions	under	the	Act,	which	are	complex	and subject	to	continuing	regulatory	interpretation	by	the	IRS.	The	Company	is	required	to	make	an	accounting	policy	election	of	either	(1)	treating	taxes	due on	future	U.S.	inclusions	in	taxable	income	related	to	GILTI	as	a	current-period	expense	when	incurred	(the	"period	cost	method"),	or	(2)	factoring	such amounts	into	the	Company's	measurement	of	its	deferred	taxes	(the	"deferred	method").	The	Company	determined	that	it	will	account	for	the	new	GILTI tax	rules	under	the	period	cost	method.

The	income	tax	expense	(benefit)	on	income	(loss)	from	continuing	operations	is	comprised	of:

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Current: |  |  |  |
| Federal | $(50) | $392 | $(32) |
| State | 42 | 16 | 14 |
| Foreign | 218 | 247 | 36 |
|  | 210 | 655 | 18 |
| Deferred: |  |  |  |
| Federal | 95 | (899) | (7) |
| State | 23 | (59) | (1) |
| Foreign | (40) | 61 | (84) |
|  | 78 | (897) | (92) |
| Total\tincome\ttax\texpense\t(benefit) | $288 | $(242) | $(74) |

The	current	federal	(benefit)	and	tax	expense	for	fiscal	years	2019	and	2018	includes	a	$ (44)	million	transition	tax	benefit	and	$332	million	transition	tax expense,	respectively.	The	current	expense	(benefit)	for	fiscal	2019,	2018	and	2017,	includes	interest	and	penalties	of	 $1	million,	$2	million	and	$(9) million,	respectively,	for	uncertain	tax	positions.

The	Act	implemented	a	mandatory	one-time	deemed	repatriation	tax	on	previously	untaxed	accumulated	and	current	earnings	and	profits	of	certain	of	the Company's	non-U.S.	subsidiaries,	and	requires	current	income	inclusions	for	global	intangible	low	taxed	income.	As	a	result	of	these	tax	law	changes,	the HPES	Merger,	and	changes	in	U.S.	cash	requirements,	the	Company	changed	its	permanent	reinvestment	assertion	in	fiscal	2018	on	the	remaining foreign	subsidiaries	and	determined	we	will	no	longer	consider	current	and	accumulated	earnings	for	all	non-U.S.	subsidiaries	permanently	reinvested, except	for	current	year	India	earnings.	We	expect	a	significant	portion	of	the	cash	held	by	our	foreign	subsidiaries	will	no	longer	be	subject	to	U.S	federal income	tax	upon	repatriation	to	the	U.S.;	however,	a	portion	of	this	cash	may	still	be	subject	to	foreign	and	U.S.	state	tax	consequences	when	remitted.

In	accordance	with	the	prior	fiscal	year	change	in	our	permanent	reinvestment	assertion,	a	deferred	tax	liability	of	 $554	million	previously	recorded	for U.S.	income	taxes	based	on	the	estimated	historical	taxable	earnings	of	the	HPES	foreign	subsidiaries	was	released.	The	Company	had	previously recorded	an	estimated	liability	of	$46	million	for	the	India	dividend	distribution	tax	based	on	estimated	historical	taxable	earnings	of	the	HPES	India subsidiary.	Due	to	a	change	in	cash	requirements	of	the	U.S.	parent	and	the	HPES	India	subsidiary,	the	Company	changed	its	reinvestment	assertion relating	to	certain	India	earnings	and	reversed	this	estimated	dividend	distribution	tax	liability	in	the	current	period.	As	of	March	31,	2019,	the	Company recorded	foreign	withholding	taxes	and	state	taxes	of	$17	million	and	$11	million,	respectively,	for	the	tax	effects	of	this	future	cash	repatriation.

In	connection	with	the	HPES	Merger,	the	Company	entered	into	a	tax	matters	agreement	with	HPE.	HPE	generally	will	be	responsible	for	pre-HPES Merger	tax	liabilities	including	adjustments	made	by	tax	authorities	to	HPES	U.S.	and	non-U.S.	income	tax	returns.	Likewise,	DXC	is	liable	to	HPE	for income	tax	receivables	and	refunds	which	it	receives	related	to	pre-HPES	Merger	periods.	Pursuant	to	the	tax	matters	agreement,	the	Company	recorded a	net	receivable	of	$20	million	due	to	$49	million	of	tax	indemnification	receivable	related	to	uncertain	tax	positions	net	of	related	deferred	tax	benefits, $133	million	of	tax	indemnification	receivable	related	to	other	tax	payables	and	 $162	million	of	tax	indemnification	payable	related	to	other	tax	receivables.

In	connection	with	the	USPS	Separation,	the	Company	entered	into	a	tax	matters	agreement	with	Perspecta.	Pursuant	to the	tax	matters	agreement,	the	Company	generally	will	be	responsible	for	tax	liabilities	arising	prior	to	the	USPS Separation.	Income	tax	liabilities	transferred	to	Perspecta	primarily	relate	to	pre-HPES	Merger	periods,	for	which	the Company	is	indemnified	by	HPE	pursuant	to	the	tax	matters	agreement	between	the	Company	and	HPE.	The	Company remains	liable	to	HPE	for	tax	receivables	and	refunds	which	it	receives	from	Perspecta	related	to	pre-HPES	Merger

periods	that	were	transferred	to	Perspecta.	Pursuant	to	the	tax	matters	agreement,	the	Company	recorded	a	net	receivable	of	$ 24	million	due	to	$94 million	of	tax	indemnification	receivable	related	to	government	tax	refunds	owed	to	Perspecta	and	$ 70	million	of	tax	indemnification	payable	related	to government	tax	payments	due	from	Perspecta.

The	major	elements	contributing	to	the	difference	between	the	U.S.	federal	statutory	tax	rate	and	the	effective	tax	rate	("ETR")	for	continuing	operations	is below.	Due	to	the	Company's	fiscal	year,	the	U.S.	federal	weighted	statutory	tax	rate	for	the	fiscal	years	ended	March	31,	2019	and	March	31,	2018	were of	21.0%	and	31.5%,	respectively.

|  | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Statutory\trate | 21.0\t% | 31.5\t% | (35.0)% |
| State\tincome\ttax,\tnet\tof\tfederal\ttax | 3.2 | 2.0 | (4.0) |
| United\tStates\tTax\tReform | (3.4) | (40.6) | — |
| Change\tin\tIndefinite\tReinvestment\tAssertion | (3.1) | 3.3 | — |
| Loss\tof\tattributes\tdue\tto\tmerger | — | 5.1 | — |
| Change\tin\tuncertain\ttax\tpositions | (1.5) | (0.2) | (3.4) |
| Foreign\ttax\trate\tdifferential | (18.4) | (5.7) | (40.0) |
| Capitalized\ttransaction\tcosts | 0.1 | 1.0 | 12.1 |
| Change\tin\tvaluation\tallowances | 16.9 | (7.7) | 34.3 |
| Excess\ttax\tbenefits\tfor\tstock\tcompensation | (1.1) | (3.0) | (11.3) |
| Prepaid\ttax\tasset\tamortization | — | 0.3 | 7.1 |
| Income\tTax\tand\tForeign\tTax\tCredits | (0.6) | (7.6) | (2.0) |
| U.S.\tTax\ton\tForeign\tIncome | 2.4 | 2.1 | (2.6) |
| Withholding\tTaxes | 3.5 | 2.3 | (1.1) |
| Other\titems,\tnet | — | (1.4) | 3.4 |
| Effective\ttax\trate | 19.0\t% | (18.6)% | (42.5)% |

•The	accrual	of	the	one-time	transition	tax	imposed	by	the	Act	on	estimated	unremitted	foreign	earnings,	which	decreased	the	income	tax	benefit and	increased	the	ETR	by	$361	million	and	27.7%,	respectively.

•The	remeasurement	of	deferred	tax	assets	and	liabilities	as	a	result	of	the	Act,	which	increased	the	income	tax	benefit	and	decreased	the	ETR	by $338	million	and	25.9%,	respectively.

•A	change	in	the	valuation	allowance	that	primarily	consists	of	an	aggregate	income	tax	expense	for	the	increase	in	the	valuation	allowances	on tax	attributes	in	the	United	States,	Germany	and	Luxembourg,	which	decreased	the	overall	income	tax	benefit	and	decreased	the	ETR	by	$135 million	and	78%,	respectively.	This	was	partially	offset	by	an	income	tax	benefit	from	the	release	of	valuation	allowances	on	tax	attributes	in Denmark,	Japan	and	the	United	Kingdom,	which	increased	the	overall	income	tax	benefit	and	increased	the	ETR	by	$75	million	and	43%, respectively.

•An	income	tax	detriment	for	transaction	costs	incurred	that	are	not	tax	deductible,	which	resulted	in	a	decrease	to	the	overall	tax	benefit	and decreased	the	ETR	by	$21	million	and	12.1%,	respectively.

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

The	deferred	tax	assets	(liabilities)	were	as	follows:

|  | As	of |  |
| :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 |
| Deferred\ttax\tassets |  |  |
| Employee\tbenefits | $79 | $156 |
| Tax\tloss/credit\tcarryforwards | 1,917 | 1,665 |
| Accrued\tinterest | 16 | 18 |
| \tContract\taccounting | 130 | 134 |
| Other\tassets | 139 | 232 |
| Total\tdeferred\ttax\tassets | 2,281 | 2,205 |
| Valuation\tallowance | (1,575) | (1,440) |
| Net\tdeferred\ttax\tassets | 706 | 765 |
| Deferred\ttax\tliabilities |  |  |
| Depreciation\tand\tamortization | (994) | (888) |
| Investment\tbasis\tdifferences | (61) | (62) |
| \tOther\tliabilities | (63) | (94) |
| Total\tdeferred\ttax\tliabilities | (1,118) | (1,044) |
| Total\tnet\tdeferred\ttax\tassets\t(liabilities) | $(412) | $(279) |

Income	tax	related	assets	are	included	in	the	accompanying	balance	sheets	as	follows:

|  | As	of |  |
| :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 |
| Current: |  |  |
| Income\ttax\treceivables\tand\tprepaid\ttaxes | $113 | $154 |
|  | $113 | $154 |
| Non-current: |  |  |
| Income\ttaxes\treceivable\tand\tprepaid\ttaxes | $137 | $30 |
| Deferred\ttax\tassets | 355 | 373 |
|  | $492 | $403 |
| Total | $605 | $557 |

Income	tax	related	liabilities	are	included	in	the	accompanying	balance	sheet	as	follows:

|  | As	of |  |
| :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 |
| Current: |  |  |
| Liability\tfor\tuncertain\ttax\tpositions | $— | $(15) |
| Income\ttaxes\tpayable | (208) | (112) |
|  | $(208) | $(127) |
| Non-current: |  |  |
| Deferred\ttaxes | (767) | (652) |
| Income\ttaxes\tpayable | (201) | (278) |
| Liability\tfor\tuncertain\ttax\tpositions | (216) | (236) |
|  | $(1,184) | $(1,166) |
| Total | $(1,392) | $(1,293) |

Significant	management	judgment	is	required	in	determining	the	Company's	provision	for	income	taxes,	deferred	tax	assets	and	liabilities	and	any valuation	allowance	recorded	against	deferred	tax	assets.	A	valuation	allowance	has	been	recorded	against	deferred	tax	assets	of	approximately	$1.6 billion	as	of	March	31,	2019	due	to	uncertainties	related	to	the	ability	to	utilize	these	assets.	In	assessing	whether	its	deferred	tax	assets	are	realizable, the	Company	considers	whether	it	is	more	likely	than	not	that	some	portion	or	all	of	the	deferred	tax	assets	will	not	be	realized	and	adjusts	the	valuation allowance	accordingly.	The	Company	considers	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.	As	of	March 31,	2018,	DXC's	net	deferred	tax	assets	in	certain	DXC	German	entities	were	primarily	the	result	of	net	operating	loss	carryforwards,	pension,

restructuring,	and	other	miscellaneous	accruals.	A	full	valuation	allowance	was	recorded	against	these	net	deferred	tax	assets	as	of	that	reporting	date. For	the	period	ended	December	31,	2018,	management	determined	that	the	positive	evidence,	including	the	duration	of	the	current	profitability	due	to realization	of	cost	synergies	relating	to	the	HPES	merger,	a	legal	entity	restructuring	allowing	the	future	utilization	of	net	operating	loss	carryforwards	and the	nonrecurring	nature	of	the	factors	that	primarily	drove	historical	losses	outweighs	the	negative	evidence	of	a	three-year	cumulative	loss.	Therefore,	as of	December	31,	2018,	management	had	a	change	in	judgment	and	concluded	that	it	is	now	more	likely	than	not	that	the	net	deferred	tax	assets	in	these DXC	German	entities	will	be	fully	utilized.	As	a	result,	we	recorded	a	valuation	allowance	release	of	$113	million.	As	of	March	31,	2019,	management	had no	change	in	our	conclusions	regarding	the	positive	and	negative	evidence	and	the	future	realizability	of	these	DXC	German	entities'	deferred	tax	assets.

The	net	increase	in	the	valuation	allowance	of	 $135	million	in	fiscal	2019,	is	primarily	due	to	the	increase	in	Luxembourg	tax	losses,	an	adjustment	for currency	translation	of	$122	million	primarily	in	Luxembourg,	partially	offset	by	a	valuation	allowance	release	with	respect	to	certain	deferred	tax	assets	of German	entities.

The	following	table	provides	information	on	the	Company's	various	tax	carryforwards:

|  |  | As	of	March	31,	2019 | As	of	March	31,	2019 |  |  | As	of	March	31,	2018 | As	of	March	31,	2018 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Total | With\tNo\nExpiration | With\tExpiration | Expiration\nDates\nThrough | Total | With\tNo\nExpiration | \t With\tExpiration | Expiration\nDates\nThrough |
| Net\toperating\tloss\ncarryforwards |  |  |  |  |  |  |  |  |
| Federal | $25 | $— | $25 | 2037 | $41 | $— | $41 | 2037 |
| State | $845 | $9 | $836 | 2039 | $873 | $— | $873 | 2038 |
| Foreign | $7,595 | $7,292 | $303 | 2039 | $6,522 | $6,287 | $235 | 2038 |
| Tax\tcredit\ncarryforwards |  |  |  |  |  |  |  |  |
| Federal | $— | $— | $— | N/A | $— | $— | $— | N/A |
| State | $23 | $7 | $16 | 2039 | $28 | $7 | $21 | 2038 |
| Foreign | $18 | $— | $18 | 2020 | $21 | $— | $21 | 2020 |
| Capital\tloss\ncarryforwards |  |  |  |  |  |  |  |  |
| Federal | $— | $— | $— | N/A | $— | $— | $— | N/A |
| State | $— | $— | $— | N/A | $— | $— | $— | N/A |
| Foreign | $236 | $211 | $25 | 2023 | $240 | $193 | $47 | 2023 |

The	Company	is	currently	the	beneficiary	of	tax	holiday	incentives	in	India,	which	expire	in	various	fiscal	years	through	 2026,	and	was	a	beneficiary	of Malaysian	tax	holiday	incentives	in	fiscal	2018	and	2017.	As	a	result	of	these	tax	holiday	incentives,	the	Company	recorded	an	income	tax	benefit	of approximately	$2	million,	$5	million	and	$1	million,	during	fiscal	2019,	2018	and	2017,	respectively.	The	per	share	effects	were	$0.01,	$0.02	and	$0.01, for	fiscal	2019,	2018	and	2017,	respectively.

The	Company	accounts	for	income	tax	uncertainties	in	accordance	with	ASC	740	Income	Taxes,	which	prescribes	a	recognition	threshold	and measurement	criteria	for	the	financial	statement	recognition	and	measurement	of	a	tax	position	taken	or	expected	to	be	taken	in	a	tax	return.	Benefits from	tax	positions	should	be	recognized	in	the	financial	statements	only	when	it	is	more	likely	than	not	that	the	tax	position	will	be	sustained	upon examination	by	the	appropriate	taxing	authority	that	would	have	full	knowledge	of	all	relevant	information.	A	tax	position	that	meets	the	more	likely	than not	recognition	threshold	is	measured	at	the	largest	amount	of	benefit	that	is	greater	than	fifty	percent	likely	of	being	realized	upon	ultimate	settlement. Tax	positions	that	previously	failed	to	meet	the	more	likely	than	not	recognition	threshold	should	be	recognized	in	the	first	subsequent	financial	reporting period	in	which	that	threshold	is	met.	Previously	recognized	tax	positions	that	no	longer	meet	the	more	likely	than	not	recognition	threshold	should	be derecognized	in	the	first	subsequent	financial	reporting	period	in	which	that	threshold	is	no	longer	met.	ASC	740	also	provides	guidance	on	the accounting	for	and	disclosure	of	liabilities	for	uncertain	tax	positions,	interest	and	penalties.

In	accordance	with	ASC	740,	the	Company's	liability	for	uncertain	tax	positions	was	as	follows:

|  | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Tax | $165 | $219 |
| Interest | 41 | 40 |
| Penalties | 25 | 25 |
| Net\tof\ttax\tattributes | (15) | (33) |
| Total | $216 | $251 |

The	following	table	summarizes	the	activity	related	to	the	Company's	uncertain	tax	positions	(excluding	interest	and	penalties	and	related	tax	attributes):

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tbeginning\tof\tfiscal\tyear | $219 | $192 | $180 |
| Gross\tincreases\trelated\tto\tprior\tyear\ttax\tpositions | 4 | 10 | 14 |
| Gross\tdecreases\trelated\tto\tprior\tyear\ttax\tpositions | (27) | (12) | (12) |
| Gross\tincreases\trelated\tto\tcurrent\tyear\ttax\tpositions | — | 7 | 10 |
| Settlements\tand\tstatute\tof\tlimitation\texpirations | (23) | (19) | (7) |
| Acquisitions | — | 39 | 6 |
| Foreign\texchange\tand\tothers | (8) | 2 | 1 |
| Balance\tat\tend\tof\tfiscal\tyear | $165 | $219 | $192 |

The	Company's	liability	for	uncertain	tax	positions	at	March	31,	2019,	March	31,	2018	and	March	31,	2017,	includes	$138	million,	$170	million	and	$149 million,	respectively,	related	to	amounts	that,	if	recognized,	would	affect	the	effective	tax	rate	(excluding	related	interest	and	penalties).

The	Company	recognizes	interest	accrued	related	to	uncertain	tax	positions	and	penalties	as	a	component	of	income	tax	expense.	During	the	year	ended March	31,	2019,	the	Company	had	a	net	increase	in	interest	expense	of	$2	million	($1	million	net	of	tax)	and	a	net	decrease	in	accrued	expense	for penalties	of	$1	million	and,	as	of	March	31,	2019,	recognized	a	liability	for	interest	of	 $41	million	($36	million	net	of	tax)	and	penalties	of	 $25	million. During	the	year	ended	March	31,	2018,	the	Company	had	a	net	increase	in	interest	of	$2	million	($2	million	net	of	tax)	and	 no	net	increase	in	accrued expense	for	penalties,	and	as	of	March	31,	2018,	has	recognized	a	liability	for	interest	of	$40	million	($36	million	net	of	tax)	and	penalties	of	 $25	million. The	following	table	presents	the	change	in	interest	and	penalties	from	the	previous	reported	period,	as	well	as	the	liability	at	the	end	of	each	period presented:

| Interest | $2 | $2 | $(8) |
| :--- | :--- | :--- | :--- |
| Interest,\tnet\tof\ttax | $1 | $2 | $(9) |
| Accrued\tpenalties | $(1) | $— | $— |
| Liability\tfor\tinterest | $41 | $40 | $25 |
| Liability\tfor\tinterest,\tnet\tof\ttax | $36 | $36 | $20 |
| Liability\tfor\tpenalties | $25 | $25 | $11 |

The	Company	is	currently	under	examination	in	several	tax	jurisdictions.	A	summary	of	the	tax	years	that	remain	subject	to	examination	in	certain	of	the Company's	major	tax	jurisdictions	are:

The	IRS	is	examining	CSC's	federal	income	tax	returns	for	fiscal	2008	through	2017.	With	respect	to	CSC's	fiscal	2008	through	2010	federal	tax	returns, the	Company	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.	The	Company	and	the	IRS	Office	of	Appeals	have	an	agreement	in	principle	as	to	some	but	not	all	of these	adjustments.	The	Company	has	agreed	to	extend	the	statute	of	limitations	associated	with	this	audit	through	November	30,	2019.	In	addition, during	the	first	quarter	of	fiscal	2018,	the	Company	received	a	Revenue	Agent's	Report	with	proposed	adjustments	to	CSC's	fiscal	2011	through	2013 federal	returns.	The	Company	has	filed	a	protest	of	certain	of	these	adjustments	to	the	IRS	Office	of	Appeals.	The	IRS	is	also	examining	CSC's	fiscal 2014	through	2017	federal	income	tax	returns.	The	Company	has	not	received	any	proposed	adjustments	for	these	tax	years.	The	Company	continues	to believe	that	its	tax	positions	are	more	likely	than	not	sustainable	and	that	the	Company	will	ultimately	prevail.	The	Company	now	expects	to	reach	a resolution	for	all	years	no	earlier	than	fiscal	2021.

In	addition,	the	Company	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	the	Company	has	accrued	as	uncertain	tax	positions.	The	Company	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,	the	Company could	settle	positions	with	the	tax	authorities	for	amounts	lower	than	those	that	have	been	accrued	or	extinguish	a	position	though	payment.	The Company	believes	the	outcomes	which	are	reasonably	possible	within	the	next	twelve	months	may	result	in	a	reduction	in	liability	for	uncertain	tax positions	of	$9	million,	excluding	interest,	penalties,	and	tax	carryforwards.

The	following	is	a	summary	of	the	Company's	debt:

| (in	millions) | Interest	Rates | Fiscal	Year<br>Maturities | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- | :--- | :--- |
| Short-term\tdebt\tand\tcurrent\tmaturities\tof\tlong-term\tdebt |  |  |  |  |
| Euro-denominated\tcommercial\tpaper(1) | (0.1)\t-\t0.02%(2) | 2020 | $694 | $863 |
| Current\tmaturities\tof\tlong-term\tdebt | Various | 2020 | 766 | 439 |
| Current\tmaturities\tof\tcapitalized\tlease\tliabilities | 1.0%\t-\t12.0% | 2020 | 482 | 616 |
| Short-term\tdebt\tand\tcurrent\tmaturities\tof\tlong-term\tdebt |  |  | $1,942 | $1,918 |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities |  |  |  |  |
| GBP\tterm\tloan | 1.3%\t-1.5%(3) | 2019 | $— | $260 |
| EUR\tterm\tloan | 1.75%(4) | 2019 | — | 493 |
| AUD\tterm\tloan | 2.7%\t-\t2.9%(5) | 2021 | 567 | — |
| AUD\tterm\tloan | 2.9%\t-\t3.3%(6) | 2022 | — | 210 |
| GBP\tterm\tloan | 1.60%(7) | 2022 | 583 | — |
| EUR\tterm\tloan | 0.90%(8) | 2022 | — | 187 |
| USD\tterm\tloan | 3.1%\t-\t3.3%(9) | 2022 | — | 899 |
| $500\tmillion\tSenior\tnotes | 2.875% | 2020 | 502 | 502 |
| $500\tmillion\tSenior\tnotes | 3.0%\t-\t3.8%(10) | 2021 | 498 | 646 |
| $274\tmillion\tSenior\tnotes | 4.45% | 2023 | 277 | 278 |
| $171\tmillion\tSenior\tnotes | 4.45% | 2023 | 172 | 173 |
| $500\tmillion\tSenior\tnotes | 4.25% | 2025 | 506 | 507 |
| £250\tmillion\tSenior\tnotes | 2.75% | 2025 | 322 | 346 |
| €650\tmillion\tSenior\tnotes | 1.75% | 2026 | 725 | — |
| $500\tmillion\tSenior\tnotes | 4.75% | 2028 | 508 | 509 |
| $234\tmillion\tSenior\tnotes | 7.45% | 2030 | 273 | 277 |
| Lease\tcredit\tfacility | 2.2%\t-\t3.5% | 2020\t-\t2023 | 25 | 46 |
| Capitalized\tlease\tliabilities | 1.0%\t-\t12.0% | 2020\t-\t2024 | 1,127 | 1,235 |
| Borrowings\tfor\tassets\tacquired\tunder\tlong-term\tfinancing | 2.3%\t-\t4.5% | 2020\t-\t2024 | 462 | 405 |
| Mandatorily\tredeemable\tpreferred\tstock\toutstanding | 6.00% | 2023 | 62 | 61 |
| Other\tborrowings | 0.5%\t-\t7.4% | 2020\t-\t2022 | 109 | 113 |
| Long-term\tdebt |  |  | 6,718 | 7,147 |
| Less:\tcurrent\tmaturities |  |  | 1,248 | 1,055 |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities |  |  | $5,470 | $6,092 |

(1)	At	DXC's	option,	DXC	can	borrow	up	to	a	maximum	of	€1	billion.

(2)	Approximate	weighted	average	interest	rate.

(5)	Variable	interest	rate	equal	to	the	bank	bill	swap	bid	rate	for	a	one-,	two-,	three-	or	six-month	interest	period	plus	0.60%	to	0.95%	based	on	the	published	credit	ratings	of DXC.

(6)	Variable	interest	rate	equal	to	the	bank	bill	swap	bid	rate	for	a	one,	two,	three	or	six-month	interest	period	plus	0.95%	to	1.45%	based	on	the	published	credit	ratings	of DXC.

(8)	At	DXC's	option,	the	EUR	term	loan	bears	interest	at	the	Eurocurrency	Rate	for	a	one-,	two-,	three-,	or	six-month	interest	period,	plus	a	margin	of	between	0.75%	and 1.35%,	based	on	published	credit	ratings	of	DXC.

(9)	At	DXC's	option,	the	USD	term	loan	bears	interest	at	the	Eurocurrency	Rate	for	a	one-,	two-,	three-,	or	six-month	interest	period,	plus	a	margin	of	between	1.00%	and 1.75%,	based	on	published	credit	ratings	of	DXC	or	the	Base	Rate	plus	a	margin	of	between	0.00%	and	0.75%,	based	on	published	credit	ratings	of	DXC. (10)	Three-month	LIBOR	plus	0.95%.

# Senior	Notes	and	Term	Loans

Interest	on	the	Company's	term	loans	is	payable	monthly	or	quarterly	in	arrears	at	the	election	of	the	borrowers.	The	Company	fully	and	unconditionally guarantees	term	loans	issued	by	its	100%	owned	subsidiaries.	Interest	on	the	Company's	senior	notes	is	payable	semi-annually	in	arrears,	except	for interest	on	the	£250	million	Senior	notes	due	 2025	and	€650	million	Senior	Notes	due	2026	which	is	payable	annually	in	arrears,	and	interest	on	the $500 million	Senior	notes	due	 2021	which	is	payable	quarterly	in	arrears.	Generally,	the	Company's	notes	are	redeemable	at	the	Company's	discretion	at	the then-applicable	redemption	premium	plus	accrued	interest.

# Capital	Lease	and	Financing	Obligations

Capitalized	lease	liabilities	represent	obligations	due	under	capital	leases	for	the	use	of	computers	and	other	equipment.	The	gross	amount	of	assets recorded	under	capital	leases	was	$2.2	billion	with	accumulated	amortization	of	 $1.0	billion	as	of	March	31,	2019,	and	$3.5	billion	with	accumulated amortization	of	$2.3	billion	as	of	March	31,	2018.	The	future	minimum	lease	payments	required	to	be	made	under	the	capital	leases	as	of	 March	31,	2019, are	as	follows:

| Fiscal	Year | (in	millions) |
| :--- | :--- |
| 2020 | $509 |
| 2021 | 310 |
| 2022 | 212 |
| 2023 | 128 |
| 2024 | 36 |
| Thereafter | — |
| Total\tminimum\tlease\tpayments | 1,195 |
| Less:\tAmount\trepresenting\tinterest\tand\texecutory\tcosts | (68) |
| Present\tvalue\tof\tnet\tminimum\tlease\tpayments | 1,127 |
| Less:\tCurrent\tmaturities\tof\tcapital\tlease\tobligations | (482) |
| Long-term\tcapitalized\tlease\tliabilities | $645 |

# Future	Maturities	of	Long-term	Debt

Expected	maturities	of	long-term	debt,	including	borrowings	for	asset	financing	but	excluding	minimum	capital	lease	payments,	for	fiscal	years subsequent	to	March	31,	2019,	are	as	follows:

| Fiscal	Year | (in	millions) |
| :--- | :--- |
| 2020 | $766 |
| 2021 | 1,221 |
| 2022 | 722 |
| 2023 | 547 |
| 2024 | 21 |
| Thereafter | 2,314 |
| Total | $5,591 |

# Note	13	-	Pension	and	Other	Benefit	Plans

The	Company	offers	a	number	of	pension	and	OPEB	plans,	life	insurance	benefits,	deferred	compensation	and	defined	contribution	plans.	Most	of	the Company's	pension	plans	are	not	admitting	new	participants;	therefore,	changes	to	pension	liabilities	are	primarily	due	to	market	fluctuations	of investments	for	existing	participants	and	changes	in	interest	rates.

The	Company	sponsors	a	number	of	defined	benefit	and	post-retirement	medical	benefit	plans	for	the	benefit	of	eligible	employees.	The	benefit obligations	of	the	Company's	U.S.	pension,	U.S.	OPEB,	and	non-U.S.	OPEB	plans	represent	an	insignificant	portion	of	the	Company's	pension	and	other post-retirement	benefit	plans.	As	a	result,	the	disclosures	below	include	the	Company's	U.S.	and	non-U.S.	pension	plans	on	a	global	consolidated	basis.

Eligible	employees	are	enrolled	in	defined	benefit	pension	plans	in	their	country	of	domicile.	The	Contributory	defined	benefit	pension	plan	in	the	United Kingdom	represents	the	largest	plan.	In	addition,	healthcare,	dental	and	life	insurance	benefits	are	also	provided	to	certain	non-U.S.	employees.	A significant	number	of	employees	outside	the	United	States	are	covered	by	government	sponsored	programs	at	no	direct	cost	to	the	Company	other	than related	payroll	taxes.

During	fiscal	2018,	the	Company	adopted	amendments	to	certain	U.K.	pension	plans	which	necessitated	an	interim	remeasurement	of	the	plans'	assets and	liabilities	as	of	December	1,	2017.	The	remeasurement	resulted	in	a	net	gain	of	$17	million,	comprising	a	curtailment	gain	of	 $40	million	and	an actuarial	loss	$23	million.	The	net	gain	was	recognized	within	costs	of	services	and	selling,	general	and	administrative.

The	Company	accrued	$3	million,	$13	million	and	$1	million,	for	fiscal	2019,	2018	and	2017,	respectively,	as	additional	contractual	termination	benefits for	certain	employees	are	part	of	the	Company's	restructuring	plans.	These	amounts	are	reflected	in	the	projected	benefit	obligation	and	in	the	net periodic	pension	cost.

# Projected	Benefit	Obligations

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Projected\tbenefit\tobligation\tat\tbeginning\tof\tyear | $11,384 | $3,297 |
| Benefit\tobligation\tassumed\tas\ta\tresult\tof\tthe\tHPES\tmerger |  |  |
|  | — | 7,351 |
| Service\tcost | 88 | 121 |
| Interest\tcost | 253 | 249 |
| Plan\tparticipants'\tcontributions | 13 | 16 |
| Amendments | 27 | (44) |
| Business/contract\tacquisitions/divestitures | — | 69 |
| Contractual\ttermination\tbenefits | 3 | 13 |
| Settlement/curtailment | (49) | (65) |
| Actuarial\tloss\t(gain) | 286 | (332) |
| Benefits\tpaid | (344) | (447) |
| Foreign\tcurrency\texchange\trate\tchanges | (818) | 1,170 |
| Other | 173 | (14) |
| Projected\tbenefit\tobligation\tat\tend\tof\tyear | $11,016 | $11,384 |

The	following	table	summarizes	the	weighted	average	rates	used	in	the	determination	of	the	Company's	benefit	obligations:

|  | Fiscal	Years	Ended |  |
| :--- | :--- | :--- |
|  | March\t31,\t2019 | March\t31,\t2018 |
| Discount\trate | 2.4% | 2.5% |
| Rates\tof\tincrease\tin\tcompensation\tlevels | 2.0% | 2.0% |

# Fair	Value	of	Plan	Assets	and	Funded	Status

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Fair\tvalue\tof\tplan\tassets\tat\tbeginning\tof\tyear | $11,574 | $2,998 |
| Assets\tassumed\tas\ta\tresult\tof\tthe\tHPES\tmerger |  |  |
|  | — | 7,411 |
| Actual\treturn\ton\tplan\tassets | 700 | 371 |
| Employer\tcontribution | 78 | 83 |
| Plan\tparticipants'\tcontributions | 13 | 16 |
| Benefits\tpaid | (344) | (447) |
| Business/contract\tacquisitions/divestitures | — | (2) |
| Contractual\ttermination\tbenefits | 17 | 4 |
| Plan\tsettlement | (38) | (22) |
| Foreign\tcurrency\texchange\trate\tchanges | (837) | 1,176 |
| Other | 180 | (14) |
| Fair\tvalue\tof\tplan\tassets\tat\tend\tof\tyear | $11,343 | $11,574 |
| Funded\tstatus\tat\tend\tof\tyear | $327 | $190 |

During	fiscal	2017,	the	Company,	along	with	the	Trustee	of	CSC	Computer	Sciences	Ltd.	Main	Pension	Scheme	("CSC	UK	Pension"),	the	Trustee	of	the Rebus	Pension	Scheme	("Xchanging	UK	Pension"),	and	a	financial	institution	(the	"Institution"),	entered	into	a	multi-party	arrangement	whereby	the Company's	corporate	campus	in	Aldershot,	U.K.	(the	"Property")	was	monetized	for	approximately	$85	million	in	proceeds	net	of	stamp	duties	paid.	The Company	concurrently	contributed	$85	million	to	the	CSC	UK	Pension	and	Xchanging	UK	Pension	plans	as	a	special	discretionary	employer contribution.	The	transaction	was	executed	by	contributing	the	Property	to	a	property	limited	partnership	and	all	such	limited	partnership	interests	were contributed	to	a	Jersey	Unit	Trust	owned	1%	by	the	Company	and	 99%	by	the	Institution.

Under	the	structured	sale	transaction,	the	Company	entered	into	a	 15-year	master	lease	arrangement	as	master	tenant,	at	approximately	 $4	million	rent per	year.	Under	U.S.	GAAP,	due	to	the	continuing	interest	of	the	Company	as	master	tenant,	residual	profit	participation	retained	by	the	Company, Xchanging	UK	Pension	and	CSC	UK	Pension,	and	the	Company's	ownership	of	the	general	partner	of	the	property	limited	partnership	that	owns	the Property,	the	structured	sale	transaction	resulted	in	accounting	treatment	as	a	financing	transaction.	As	a	consequence,	the	Property	remains	accounted for	as	an	asset	on	the	balance	sheet	of	the	Company	at	historical	cost	basis	and	accumulated	depreciation	thereon,	with	no	gain	or	loss	recorded.	A corresponding	$85	million	liability	was	recorded	during	fiscal	2017	as	other	long-term	liabilities	on	the	Company's	balance	sheet.

# Selected	Information

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Other\tassets | $1,157 | $1,118 |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | (20) | (28) |
| Non-current\tpension\tobligations | (790) | (879) |
| Other\tlong-term\tliabilities\t-\tOPEB | (20) | (21) |
| Net\tamount\trecorded | $327 | $190 |
| Accumulated\tbenefit\tobligation | $10,893 | $11,241 |

|  | Benefit	Plans	with	Projected	Benefit<br>Obligation	in	Excess	of	Plan	Assets | Benefit	Plans	with	Projected	Benefit<br>Obligation	in	Excess	of	Plan	Assets | Benefit	Plans	with	Accumulated	Benefit<br>Obligation	in	Excess	of	Plan	Assets | Benefit	Plans	with	Accumulated	Benefit<br>Obligation	in	Excess	of	Plan	Assets |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2019 | March\t31,\t2018 |
| Projected\tbenefit\tobligation | $2,329 | $2,488 | $2,070 | $2,250 |
| Accumulated\tbenefit\tobligation | $2,230 | $2,363 | $2,004 | $2,162 |
| Fair\tvalue\tof\tplan\tassets | $1,494 | $1,552 | $1,255 | $1,338 |

# Net	Periodic	Pension	Cost

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Service\tcost | $88 | $121 | $23 |
| Interest\tcost | 253 | 249 | 82 |
| Expected\treturn\ton\tassets | (570) | (534) | (161) |
| Amortization\tof\ttransition\tobligation | — | 1 | 1 |
| Amortization\tof\tprior\tservice\tcosts | (15) | (18) | (17) |
| Contractual\ttermination\tbenefit | 3 | 13 | 1 |
| Settlement/curtailment\tgain | (10) | (42) | — |
| Recognition\tof\tactuarial\tloss\t(gain) | 153 | (178) | 87 |
| Net\tperiodic\tpension\t(income)\texpense | $(98) | $(388) | $16 |

The	service	cost	component	of	net	periodic	pension	(income)	expense	is	presented	in	cost	of	services	and	selling,	general	and	administrative	and	the other	components	of	net	periodic	pension	income	are	presented	in	other	income,	net	in	the

Company's	statements	of	operations.	See	Note	1	-	"Summary	of	Significant	Accounting	Policies,"	for	further	discussion	of the	Company's	adoption	of	ASU	2017-07	and	its	impact	on	the	presentation	of	net	periodic	pension	costs.

Estimated	prior	service	credit	of	$9	million	will	be	amortized	from	AOCI	into	net	periodic	pension	cost	over	the	next	fiscal	year.	The	weighted-average rates	used	to	determine	net	periodic	pension	cost	were:

|  |  | Fiscal	Years	Ended |  |
| :--- | :--- | :--- | :--- |
|  | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| Discount\tor\tsettlement\trates | 2.5% | 2.5% | 3.1% |
| Expected\tlong-term\trates\tof\treturn\ton\tassets | 5.3% | 4.9% | 6.3% |
| Rates\tof\tincrease\tin\tcompensation\tlevels | 2.1% | 2.7% | 2.6% |

The	following	is	a	summary	of	amounts	in	AOCI,	before	tax	effects:

# Estimated	Future	Contributions	and	Benefits	Payments

# Fair	Value	of	Plan	Assets

The	tables	below	set	forth	the	fair	value	of	plan	assets	by	asset	category	within	the	fair	value	hierarchy:

| (in	millions)<br>Equity: | Level	1 | As	of	March	31,	2019<br>Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
| US\tDomestic\tStocks | $1 | $— | $— | $1 |
| Global\tStocks | 10 | 13 | — | 23 |
| Global/International\tEquity\tcommingled\tfunds | 399 | 2,156 | — | 2,555 |
| Global\tequity\tmutual\tfunds | 49 | 325 | — | 374 |
| U.S./North\tAmerican\tEquity\tcommingled\tfunds | 1 | 10 | — | 11 |
| Fixed\tIncome: |  |  |  |  |
| Non-U.S.\tGovernment\tfunds | 215 | 29 | — | 244 |
| Fixed\tincome\tcommingled\tfunds | 6 | 4,807 | — | 4,813 |
| Fixed\tincome\tmutual\tfunds | 2 | 1 | — | 3 |
| Corporate\tbonds | — | 2 | — | 2 |
| Alternatives: |  |  |  |  |
| Other\tAlternatives\t(1) | 6 | 1,880 | 982 | 2,868 |
| Hedge\tFunds(2) | — | 8 | — | 8 |
| Other\tAssets | — | — | 36 | 36 |
| Insurance\tcontracts | — | 108 | 14 | 122 |
| Cash\tand\tcash\tequivalents | 99 | 184 | — | 283 |
| Totals | $788 | $9,523 | $1,032 | $11,343 |

(1)	Represents	real	estate	and	other	commingled	funds	consisting	mainly	of	equities,	bonds,	or	commodities.

     (2)	Represents	investments	in	diversified	fund	of	hedge	funds.

Changes	in	fair	value	measurements	of	level	3	investments	for	the	defined	benefit	plans	were	as	follows:

Domestic	and	global	equity	accounts	are	categorized	as	Level	1	if	the	securities	trade	on	national	or	international	exchanges	and	are	valued	at	their	last reported	closing	price.	Equity	assets	in	commingled	funds	reporting	a	net	asset	value	are	categorized	as	Level	2	and	valued	using	broker	dealer	bids	or quotes	of	securities	with	similar	characteristics.

Fixed	income	accounts	are	categorized	as	Level	1	if	traded	on	a	publicly	quoted	exchange	or	as	level	2	if	investments	in	corporate	bonds	are	primarily investment	grade	bonds,	generally	priced	using	model-based	pricing	methods	that	use	observable	market	data	as	inputs.	Broker	dealer	bids	or	quotes	of securities	with	similar	characteristics	may	also	be	used.

Alternative	investment	fund	securities	are	categorized	as	Level	1	if	held	in	a	mutual	fund	or	in	a	separate	account	structure	and	actively	traded	through	a recognized	exchange,	or	as	Level	2	if	they	are	held	in	commingled	or	collective	account	structures	and	are	actively	traded.	Alternative	investment	fund securities	are	classified	as	Level	3	if	they	are	held	in	Limited	Company	or	Limited	Partnership	structures	or	cannot	otherwise	be	classified	as	Level	1	or Level	2.

Other	assets	represent	property	holdings	by	certain	pension	plans.	As	above,	the	property	holdings	represent	a	master	lease	arrangement	entered	into	by DXC	in	the	United	Kingdom	and	certain	U.K.	pension	plans	as	a	financing	transaction.

Insurance	contracts	purchased	to	cover	benefits	payable	to	retirees	are	valued	using	the	assumptions	used	to	value	the	projected	benefit	obligation.

Cash	equivalents	that	have	quoted	prices	in	active	markets	are	classified	as	Level	1.	Short-term	money	market	commingled	funds	are	categorized	as Level	2	and	valued	at	cost	plus	accrued	interest	which	approximates	fair	value.

# Plan	Asset	Allocations

|  |  | As	of |
| :--- | :--- | :--- |
| Asset\tCategory | March\t31,\t2019 | March\t31,\t2018 |
| Equity\tsecurities | 26% | 25% |
| Debt\tsecurities | 45% | 53% |
| Alternatives | 25% | 18% |
| Cash\tand\tother | 4% | 4% |
| Total | 100% | 100% |

Plan	assets	are	held	in	a	trust	that	includes	commingled	funds	subject	to	country	specific	regulations	and	invested	primarily	in	commingled	funds.	For	the U.K.	pension	plans,	the	Company's	largest	pension	plans	by	assets	and	projected	liabilities,	a	target	allocation	by	asset	class	was	developed	to	achieve their	long-term	objectives.	Asset	allocations	are	monitored	closely	and	investment	reviews	regarding	asset	strategy	are	conducted	regularly	with	internal and	external	advisors.

The	Company's	investment	goals	and	risk	management	strategy	for	plan	assets	evaluates	a	number	of	factors,	including	the	time	horizon	of	the	plans' obligations.	Plan	assets	are	invested	in	various	asset	classes	that	are	expected	to	produce	a	sufficient	level	of	diversification	in	order	to	reduce	risk,	yet produces	a	reasonable	amount	of	return	on	investment	over	the	long	term.	Sufficient	liquidity	is	maintained	to	meet	benefit	obligations	as	they	become due.	Third	party	investment	managers	are	employed	to	invest	assets	in	both	passively-indexed	and	actively-managed	strategies.	Equities	are	primarily invested	broadly	in	domestic	and	foreign	companies	across	market	capitalizations	and	industries.	Fixed	income	securities	are	invested	broadly,	primarily in	government	treasury,	corporate	credit,	mortgage	backed	and	asset	backed	investments.	Alternative	investment	allocations	are	included	in	selected plans	to	achieve	greater	portfolio	diversity	intended	to	reduce	the	overall	volatility	risk	of	the	plans.

Plan	asset	risks	include	longevity,	inflation,	and	other	changes	in	market	conditions	that	could	reduce	the	value	of	plan	assets.	Also,	a	decline	in	the	yield of	high	quality	corporate	bonds	may	adversely	affect	discount	rates	resulting	in	an	increase	in	DXC's	pension	and	other	post-retirement	obligations.	These risks,	among	others,	could	cause	the	plans'	funded	status	to	deteriorate,	resulting	in	an	increased	reliance	on	Company	contributions.	Derivatives	are permitted	although	their	current	use	is	limited	within	traditional	funds	and	broadly	allowed	within	alternative	funds.	Derivatives	are	used	for	inflation	risk management	and	within	the	liability	driven	investing	strategy.	The	Company	also	has	investments	in	insurance	contracts	to	pay	plan	benefits	in	certain countries.

# Return	on	Assets

The	Company	consults	with	internal	and	external	advisors	regarding	the	expected	long-term	rate	of	return	on	assets.	The	Company	uses	various	sources in	its	approach	to	compute	the	expected	long-term	rate	of	return	of	the	major	asset	classes	expected	in	each	of	the	plans.	DXC	utilizes	long-term,	asset class	return	assumptions	of	typically	30	years,	which	are	provided	by	external	advisors.	Consideration	is	also	given	to	the	extent	active	management	is employed	in	each	asset	class	and	also	to	management	expenses.	A	single	expected	long-term	rate	of	return	is	calculated	for	each	plan	by	assessing	the plan's	expected	asset	allocation	strategy,	the	benefits	of	diversification	therefrom,	historical	excess	returns	from	actively	managed	traditional	investments, expected	long-term	returns	for	alternative	investments	and	expected	investment	expenses.	The	resulting	composite	rate	of	return	is	reviewed	by	internal and	external	parties	for	reasonableness.

# Retirement	Plan	Discount	Rate

The	U.K.	discount	rate	is	based	on	the	yield	curve	approach	using	the	U.K.	Aon	Hewitt	GBP	Single	Agency	AA	Corporates-Only	Curve.

# U.K.	Pension	Equalization	Ruling

On	October	26,	2018	the	High	Court	of	Justice	in	the	United	Kingdom	(the	"High	Court")	issued	a	ruling	related	to	the	equalization	of	benefits	payable	to men	and	women	for	the	effect	of	guaranteed	minimum	pensions	under	U.K.	defined	benefit	pension	plans.	As	a	result	of	this	ruling,	the	Company estimated	the	impact	of	retroactively	increasing	benefits	in	its	U.K.	plans	in	accordance	with	the	High	Court	ruling.	The	Company	treated	the	additional benefits	as	a	prior	service	cost	which	resulted	in	an	increase	to	its	projected	benefit	obligation	and	accumulated	other	comprehensive	loss	of	$28	million. The	Company	will	amortize	this	cost	over	the	average	remaining	life	expectancy	of	the	U.K.	participants.	Given	the	immaterial	effect	on	the	U.K.	plan's projected	benefit,	an	interim	remeasurement	was	not	performed.

# Defined	Contribution	Plans

The	Company	sponsors	defined	contribution	plans	for	substantially	all	U.S.	employees	and	certain	foreign	employees.	The	plans	allow	employees	to contribute	a	portion	of	their	earnings	in	accordance	with	specified	guidelines.	Matching	contributions	are	made	annually	in	January	to	participants employed	on	December	31	of	the	prior	year	and	vest	in	one	year.	However,	if	a	participant	retires	from	the	Company	or	dies	prior	to	December	31,	the participant	will	be	eligible	to	receive	matching	contributions	approximately	30	days	following	separation	from	service.	During	fiscal	2019,	2018	and	2017, the	Company	contributed	$219	million,	$245	million	and	$124	million,	respectively,	to	its	defined	contribution	plans.	As	of	 March	31,	2019,	plan	assets included	3,737,298	shares	of	the	Company's	common	stock.

# Deferred	Compensation	Plans

Effective	as	of	the	HPES	Merger,	DXC	assumed	sponsorship	of	the	Computer	Sciences	Corporation	Deferred	Compensation	Plan,	which	was	renamed the	"DXC	Technology	Company	Deferred	Compensation	Plan"	(the	"DXC	DCP"),	and	adopted	the	Enterprise	Services	Executive	Deferred	Compensation Plan	(the	"ES	DCP").	Both	plans	are	non-qualified	deferred	compensation	plans	maintained	for	a	select	group	of	management,	highly	compensated employees	and	non-employee	directors.

The	DXC	DCP	covers	eligible	employees	who	participated	in	CSC's	Deferred	Compensation	Plan	prior	to	the	HPES	Merger.	The	ES	DCP	covers	eligible employees	who	participated	in	the	HPE	Executive	Deferred	Compensation	Plan	prior	to	the	HPES	Merger.	Both	plans	allow	participating	employees	to defer	the	receipt	of	current	compensation	to	a	future	distribution	date	or	event	above	the	amounts	that	may	be	deferred	under	DXC's	tax-qualified	401(k) plan,	the	DXC	Technology	Matched	Asset	Plan.	Neither	plan	provides	for	employer	contributions.	As	of	April	3,	2017,	the	ES	DCP	does	not	admit	new participants.

Certain	management	and	highly	compensated	employees	are	eligible	to	defer	all,	or	a	portion	of,	their	regular	salary	that	exceeds	the	limitation	set	forth	in Internal	Revenue	Section	401(a)(17)	and	all	or	a	portion	of	their	incentive	compensation.	Non-employee	directors	are	eligible	to	defer	up	to	100%	of	their cash	compensation.	The	liability	under	the	plan,	which	is	included	in	other	long-term	liabilities	in	the	Company's	balance	sheets,	amounted	to	$59	million as	of	March	31,	2019	and	$65	million	as	of	March	31,	2018.	The	Company's	expense	under	the	Plan	totaled	 $2	million,	$4	million	and	$5	million,	for	fiscal 2019,	2018	and	2017,	respectively.

# Note	14	-	Stockholders'	Equity

# 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	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.

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.	The	details	of	shares	repurchased	are	shown	below:

| Fiscal	Year | Number	of	shares<br>repurchased | Average	Price	Per<br>Share | Amount	(In<br>millions) |
| :--- | :--- | :--- | :--- |
| 2019 | 19,342,586 | $69.20 | $1,339 |
| 2018 | 1,537,782 | $89.41 | $137 |
| 2017 | — | — | — |

# Treasury	Stock	Transactions

In	fiscal	2019,	2018	and	2017	the	Company	accepted	42,008,	332,558	and	72,231	shares	of	its	common	stock,	respectively,	in	lieu	of	cash	in	connection with	the	exercise	of	stock	options.	In	fiscal	2019,	2018	and	2017,	the	Company	accepted	 729,703,	684,389	and	195,201	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	1,788,658	treasury	shares	as	of	March	31,	2019.	Treasury	shares	held	before	the	HPES	Merger	were extinguished	in	connection	with	the	HPES	Merger.

| (in	millions,	except	per	share	amounts) | Per	Common	Share | Total | End |
| :--- | :--- | :--- | :--- |
| Fiscal\t2019 | $0.76 | $209 | $53 |
| Fiscal\t2018 | $0.72 | $209 | $51 |
| Fiscal\t2017 | $0.56 | $80 | $20 |

# Accumulated	Other	Comprehensive	(Loss)	Income

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

| (in	millions) | Foreign	Currency<br>Translation<br>Adjustments | Cash	Flow<br>Hedges | Available-for-<br>sale	Securities | Pension	and<br>Other	Post-<br>retirement<br>Benefit	Plans | Accumulated	Other<br>Comprehensive	(Loss)<br>Income |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tApril\t1,\t2016 | $(399) | $(1) | $— | $289 | $(111) |
| Current-period\tother\tcomprehensive\t(loss)\tincome | (59) | 21 | — | (2) | (40) |
| Amounts\treclassified\tfrom\taccumulated\tother\ncomprehensive\t(loss)\tincome,\tnet\tof\ttaxes | — | — | — | (11) | (11) |
| Balance\tat\tMarch\t31,\t2017 | $(458) | $20 | $— | $276 | $(162) |
| Current-period\tother\tcomprehensive\t(loss)\tincome | 197 | (11) | 9 | — | 195 |
| Amounts\treclassified\tfrom\taccumulated\tother\ncomprehensive\t(loss)\tincome,\tnet\tof\ttaxes | — | — | — | 25 | 25 |
| Balance\tat\tMarch\t31,\t2018 | $(261) | $9 | $9 | $301 | $58 |
| Current-period\tother\tcomprehensive\tloss | (256) | (22) | — | (21) | (299) |
| Amounts\treclassified\tfrom\taccumulated\tother\ncomprehensive\t(loss)\tincome,\tnet\tof\ttaxes | — | 10 | — | (13) | (3) |
| Balance\tat\tMarch\t31,\t2019 | $(517) | $(3) | $9 | $267 | $(244) |

# Note	15	-	Stock	Incentive	Plans

# Equity	Plans

As	a	result	of	the	Separation	of	USPS,	shared-based	awards	issued	by	the	Company	were	modified.	The	number	of	stock	options	and	exercise	price	were adjusted	to	generally	preserve	the	intrinsic	value	immediately	prior	to	the	Separation.	There	was	no	incremental	share-based	compensation	expense recognized	as	a	result	of	the	modification	of	the	awards.

As	a	result	of	the	HPES	Merger,	all	outstanding	CSC	awards	of	stock	options,	stock	appreciation	rights,	restricted	stock	units	("CSC	RSUs"),	including performance-based	restricted	stock	units,	relating	to	CSC	common	stock	granted

under	the	2011	Omnibus	Incentive	Plan,	the	2007	Employee	Incentive	Plan	and	the	2010	Non-Employee	Director	Incentive	Plan	(the	"CSC	Equity Incentive	Plans")	held	by	CSC	employees	and	non-employee	directors	were	converted	into	an	adjusted	award	relating	to	DXC	common	shares	subject	to the	same	terms	and	conditions	after	the	HPES	Merger	as	the	terms	and	conditions	applicable	to	such	awards	prior	to	the	HPES	Merger.

Under	the	terms	of	the	CSC	Equity	Incentive	Plans	and	the	individual	award	agreements,	all	unvested	equity	incentive	awards,	including	all	stock	options and	CSC	RSUs	held	by	all	participants	under	the	plans,	including	its	named	executive	officers	and	directors,	are	subject	to	accelerated	vesting	in	whole or	in	part	upon	the	occurrence	of	a	change	in	control	or	upon	the	participant's	termination	of	employment	on	or	after	the	occurrence	of	a	change	in	control under	certain	circumstances	("CIC	events").	As	a	result	of	CIC	events	triggered	by	the	HPES	Merger,	approximately	3.6	million	unvested	awards	became vested	on	April	1,	2017	and	$26	million	of	incremental	stock	compensation	expense	was	recognized.	CSC	options	granted	in	fiscal	2017	vested 33% upon	the	HPES	Merger;	the	remaining	67%	were	converted	into	DXC	RSUs	based	on	the	accounting	value	of	the	options.	These	RSUs	will	vest	on	the second	and	third	anniversaries	of	the	original	option	grant	date.	For	equity	incentive	awards	granted	by	HPE	under	HPE	equity	incentive	plans	to	HPES employees	prior	to	the	HPES	Merger,	outstanding	options	(vested	and	unvested)	and	unvested	RSU	awards	were	converted	upon	the	HPES	Merger	into economically	equivalent	DXC	option	and	RSU	awards,	with	terms	and	conditions	substantially	the	same	as	the	terms	of	such	awards	prior	to	the	HPES Merger.

In	March	2017,	prior	to	the	HPES	Merger,	the	board	of	directors	and	shareholders	of	HPES	approved	DXC's	2017	Omnibus	Incentive	Plan	(the	"DXC Employee	Equity	Plan"),	DXC's	2017	Non-Employee	Director	Incentive	Plan	(the	"DXC	Director	Equity	Plan")	and	DXC's	2017	Share	Purchase	Plan ("DXC	Share	Purchase	Plan").	The	terms	of	the	DXC	Employee	Equity	Plan	and	DXC	Director	Equity	Plans	are	substantially	similar	to	the	terms	of	the CSC	Equity	Incentive	Plans.	The	former	allows	DXC	to	grant	stock	options	(including	incentive	stock	options),	stock	appreciation	rights	("SARs"), restricted	stock,	RSUs	(including	PSUs),	and	cash	awards	intended	to	qualify	for	the	performance-based	compensation	exemption	to	the	$1	million deduction	limit	under	Section	162(m)	of	the	Internal	Revenue	Code	(collectively	the	"Awards").	Awards	are	typically	subject	to	vesting	over	the	3-year period	following	the	grant	date.	Vested	stock	options	are	generally	exercisable	for	a	term	of	10	years	from	the	grant	date.	All	of	DXC's	employees	are eligible	for	awards	under	the	plan.	The	Company	issues	authorized	but	previously	unissued	shares	upon	the	granting	of	stock	options	and	the	settlement of	RSUs	and	PSUs.

The	Compensation	Committee	of	the	Board	of	Directors	(the	"Board")	has	broad	authority	to	grant	awards	and	otherwise	administer	the	DXC	Employee Equity	Plan.	The	plan	became	effective	March	30,	2017	and	will	continue	in	effect	for	a	period	of	10	years	thereafter,	unless	terminated	earlier	by	the Board.	The	Board	has	the	authority	to	amend	the	plan	in	such	respects	as	it	deems	desirable,	subject	to	approval	of	DXC's	stockholders	for	material modifications.

RSUs	represent	the	right	to	receive	 one	share	of	DXC	common	stock	upon	a	future	settlement	date,	subject	to	vesting	and	other	terms	and	conditions	of the	award,	plus	any	dividend	equivalents	accrued	during	the	award	period.	In	general,	if	the	employee's	status	as	a	full-time	employee	is	terminated	prior to	the	vesting	of	the	RSU	grant	in	full,	then	the	RSU	grant	is	automatically	canceled	on	the	termination	date	and	any	unvested	shares	and	dividend equivalents	are	forfeited.	Certain	executives	were	awarded	service-based	"career	share"	RSUs	for	which	the	shares	are	settled	over	the	10	anniversaries following	the	executive's	separation	from	service	as	a	full-time	employee,	provided	the	executive	complies	with	certain	non-competition	covenants	during that	period.

The	Company	also	grants	PSUs,	which	generally	vest	over	a	period	of	 3	years.	The	number	of	PSUs	that	ultimately	vest	is	dependent	upon	the Company's	achievement	of	certain	specified	financial	performance	criteria	over	a	3-year	period.	If	the	specified	performance	criteria	are	met,	awards	are settled	for	shares	of	DXC	common	stock	and	dividend	equivalents	upon	the	filing	with	the	SEC	of	the	Annual	Report	on	Form	10-K	for	the	last	fiscal	year of	the	performance	period.	PSU	awards	include	the	potential	for	up	to	25%	of	the	shares	granted	to	be	earned	after	the	first	and	second	fiscal	years	if certain	of	the	Company's	performance	targets	are	met	early,	subject	to	vesting	based	on	the	participant's	continued	employment	through	the	end	of	the	3- year	performance	period.

The	terms	of	the	DXC	Director	Equity	Plan	allow	DXC	to	grant	RSU	awards	to	non-employee	directors	of	DXC.	Such	RSU	awards	vest	in	full	at	the	earlier of	(i)	the	first	anniversary	of	the	grant	date	or	(ii)	the	next	annual	meeting	date,	and	are	automatically	redeemed	for	DXC	common	stock	and	dividend equivalents	either	at	that	time	or,	if	an	RSU	deferral	election	form	is	submitted,	upon	the	date	or	event	elected	by	the	director.	Distributions	made	upon	a director's	separation	from	the	Board	may	occur	in	either	a	lump	sum	or	in	annual	installments	over	periods	of	5,	10,	or	15	years,	per	the	director's election.	In	addition,	RSUs	vest	in	full	upon	a	change	in	control	of	DXC.

The	DXC	Share	Purchase	Plan	allows	DXC's	employees	located	in	the	United	Kingdom	to	purchase	shares	of	DXC's	common	stock	at	the	fair	market value	of	such	shares	on	the	applicable	purchase	date.	There	were	13,137	shares	purchased	under	this	plan	during	fiscal	 2019.

The	Board	has	reserved	for	issuance	shares	of	DXC	common	stock,	par	value $0.01	per	share,	under	each	of	the	plans	as	detailed	below:

|  | As	of	March	31,	2019 | As	of	March	31,	2019 |
| :--- | :--- | :--- |
|  | Reserved\tfor\tissuance | Available\tfor\tfuture\tgrants |
| DXC\tEmployee\tEquity\tPlan | 34,200,000 | 21,832,963 |
| DXC\tDirector\tEquity\tPlan | 230,000 | 104,310 |
| DXC\tShare\tPurchase\tPlan | 250,000 | 235,389 |
| Total | 34,680,000 | 22,172,662 |

The	Company	recognized	share-based	compensation	expense	for	fiscal	 2019,	2018	and	2017	as	follows:

|  |  | Fiscal	Years	Ended |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| Total\tshare-based\tcompensation\tcost | $74 | $93 | $75 |
| Related\tincome\ttax\tbenefit | $15 | $21 | $25 |
| Total\tintrinsic\tvalue\tof\toptions\texercised | $44 | $136 | $73 |
| Tax\tbenefits\tfrom\texercised\tstock\toptions\tand\tawards | $39 | $84 | $34 |

As	of	March	31,	2019,	total	unrecognized	compensation	expense	related	to	unvested	DXC	stock	options	and	unvested	DXC	RSUs,	net	of	expected forfeitures	was	less	than	$1	million	and	$111	million,	respectively.	The	unrecognized	compensation	expense	for	unvested	RSUs	is	expected	to	be recognized	over	a	weighted-average	period	of	1.87	years.

The	Company	uses	the	Black-Scholes-Merton	model	in	determining	the	fair	value	of	stock	options	granted.	The	weighted	average	fair	values	of	stock options	granted	during	fiscal	2017	was	$13.00	per	share.	There	were	no	stock	options	granted	during	fiscal	2018	and	2019.	In	calculating	the compensation	expense	for	its	stock	incentive	plans,	the	Company	used	the	following	weighted	average	assumptions:

# Stock	Options

The	Company's	stock	options	vest	one-third	annually	on	each	of	the	first	three	anniversaries	of	the	grant	date.	Stock	options	are	generally	granted	for	a term	of	ten	years.	Information	concerning	stock	options	granted	under	stock	incentive	plans	was	as	follows:

|  | Number<br>of	Option	Shares | Weighted<br>Average<br>Exercise<br>Price | Weighted<br>Average<br>Remaining<br>Contractual<br>Term | Aggregate<br>Intrinsic<br>Value<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- |
| Outstanding\tas\tof\tApril\t1,\t2016 | 5,366,621 | $24.83 | 7.06 | $51 |
| Granted | 2,450,976 | $50.91 |  |  |
| Exercised | (2,544,955) | $21.84 |  | $73 |
| Canceled/Forfeited | (448,505) | $36.94 |  |  |
| Expired | (56,741) | $14.36 |  |  |
| Outstanding\tas\tof\tMarch\t31,\t2017 | 4,767,396 | $38.70 | 8.01 | $145 |
| HPE\toptions\tconverted\tto\tDXC\toptions\tat\tHPES\tMerger | 2,654,970 | $46.56 |  |  |
| CSC\toptions\tconverted\tto\tRSUs\tdue\tto\tHPE\tMerger | (1,521,519) | $51.00 |  |  |
| Exercised | (2,916,045) | $40.39 |  | $136 |
| Canceled/Forfeited | (14,890) | $69.52 |  |  |
| Expired | (36,411) | $36.69 |  |  |
| Outstanding\tas\tof\tMarch\t31,\t2018\t(1) | 2,933,501 | $32.54 | 5.24 | $185 |
| Issued\tdue\tto\tSeparation\tmodification |  |  |  |  |
|  | 400,170 | $31.72 |  |  |
| Exercised | (969,103) | $37.33 |  | $44 |
| Canceled/Forfeited | (14,607) | $48.33 |  |  |
| Expired | (31,193) | $25.03 |  |  |
| Outstanding\tas\tof\tMarch\t31,\t2019 | 2,318,768 | $30.40 | 4.80 | $79 |
| Vested\tand\texpected\tto\tvest\tin\tthe\tfuture\tas\tof\tMarch\t31,\t2019 | 2,318,406 | $30.40 | 4.80 | $79 |
| Exercisable\tas\tof\tMarch\t31,\t2019 | 2,314,206 | $30.35 | 4.80 | $79 |

(1)	The	amount	of	the	weighted	average	exercise	price	per	share	has	been	revised	to	reflect	the	impact	of	the	Separation.

| Range	of	Option	Exercise	Price | Number<br>Outstanding | Weighted<br>Average<br>Exercise<br>Price | Average<br>Remaining<br>Contractual<br>Term | Number<br>Exercisable | Weighted<br>Average<br>Exercise<br>Price |
| :--- | :--- | :--- | :--- | :--- | :--- |
| $8.96\t-\t$24.47 | 652,585 | $18.88 | 3.44 | 652,585 | $18.88 |
| $25.14\t-\t$41.92 | 1,120,399 | $29.68 | 4.83 | 1,120,399 | $29.68 |
| $42.05\t-\t$62.44 | 545,784 | $45.64 | 6.35 | 541,222 | $45.55 |
|  | 2,318,768 |  |  | 2,314,206 |  |

The	total	fair	value	of	stock	options	vested	during	fiscal	 2019,	2018	and	2017	was	$0	million,	$22	million	and	$8	million,	respectively.	The	cash	received from	stock	options	exercised	during	fiscal	2019,	2018	and	2017	was	$34	million,	$98	million	and	$54	million,	respectively.

# Restricted	Stock	Units

# Performance	Stock	Units

The	Company	also	grants	PSUs,	which	generally	vest	over	a	period	of	 three	years.	The	number	of	PSUs	that	ultimately	vest	is	dependent	upon	the Company's	achievement	of	certain	specified	financial	performance	criteria	over	a	three-year	period.	If	the	specified	performance	criteria	are	met,	awards are	settled	for	shares	of	DXC	common	stock	and	dividend	equivalents	upon	the	filing	with	the	SEC	of	the	Annual	Report	on	Form	10-K	for	the	last	fiscal year	of	the	performance	period.	PSU	awards	include	the	potential	for	accelerated	vesting	of	25%	of	the	shares	granted	after	each	of	the	first	and	second fiscal	years	if	certain	of	the	Company's	performance	targets	are	met	early,	and	are	subject	to	final	vesting	based	on	the	participant's	continued employment	through	the	end	of	the	three-year	performance	period.	Compensation	expense	during	the	performance	period	is	estimated	at	each	reporting date	using	management's	expectation	of	the	probable	achievement	of	the	specified	performance	criteria	and	is	adjusted	to	the	extent	the	expected achievement	changes.	In	the	table	below,	such	awards	are	reflected	at	the	number	of	shares	originally	granted.

Information	concerning	RSUs	and	PSUs	granted	under	the	stock	incentive	plans	was	as	follows:

|  | Number	of<br>Shares | Weighted<br>Average<br>Grant	Date<br>Fair	Value |
| :--- | :--- | :--- |
| Outstanding\tas\tof\tApril\t1,\t2016 | 3,597,999 | $29.25 |
| Granted | 1,150,185 | $47.70 |
| Settled | (602,467) | $27.29 |
| Canceled/Forfeited | (434,732) | $32.86 |
| Outstanding\tas\tof\tMarch\t31,\t2017 | 3,710,985 | $34.86 |
| Granted | 1,828,667 | $82.34 |
| HPE\tRSUs\tconverted\tto\tDXC\tRSUs\tdue\tto\tHPES\tMerger | 95,816 | $69.34 |
| Options\tconverted\tto\tRSUs\tdue\tto\tHPES\tMerger | 609,416 | $32.58 |
| Settled | (1,934,446) | $35.93 |
| Canceled/Forfeited | (324,822) | $59.34 |
| Outstanding\tas\tof\tMarch\t31,\t2018\t(1) | 3,985,616 | $47.25 |
| Granted | 1,136,002 | $77.10 |
| Issued\tdue\tto\tSeparation\tmodification | 649,649 | $51.98 |
| Settled | (2,207,467) | $33.05 |
| Canceled/Forfeited | (754,025) | $62.01 |
| Outstanding\tas\tof\tMarch\t31,\t2019 | 2,809,775 | $67.27 |

(1)	The	amount	of	the	weighted	average	fair	value	per	share	has	been	revised	to	reflect	the	impact	of	the	USPS	Separation.

# Non-employee	Director	Incentives

The	Company	has	one	stock	incentive	plan	which	authorizes	the	issuance	of	stock	options,	restricted	stock	and	other	share-based	incentives	to	non- employee	directors	upon	terms	approved	by	the	Company's	Board	of	Directors.	As	of	March	31,	2019,	104,310	shares	of	DXC	common	stock	remained available	for	the	grant	of	future	RSUs	or	other	share-based	incentives	to	nonemployee	directors.

RSU	awards	to	non-employee	directors	are	granted	at	a	price	of	 $0.	For	RSU	awards	granted	in	fiscal	2014	and	thereafter,	RSUs	vest	and	settle	at	the earlier	of	(i)	the	one-year	anniversary	of	the	grant	date,	or	(ii)	the	date	of	the	Company's	first	Annual	Meeting	of	the	Stockholders	held	after	the	grant	date. Alternatively,	settlement	of	the	RSU	may	be	deferred	per	election	of	the	non-employee	director.	For	awards	granted	in	fiscal	2013	and	prior,	vested	RSUs were	automatically	settled	for	shares	of	DXC	common	stock	and	dividend	equivalents	when	the	non-employee	director	ceases	to	be	a	director	of	the Company.	At	the	holder's	election,	the	RSUs	may	be	settled	(i)	in	their	entirety,	upon	the	day	the	holder	ceases	to	be	a	director,	or	(ii)	in	substantially equal	amounts	upon	the	first	five,	ten	or	fifteen	anniversaries	of	such	termination	of	service.

Information	concerning	RSUs	granted	to	non-employee	directors	was	as	follows:

|  | Number	of<br>Shares | Weighted<br>Average<br>Grant	Date<br>Fair	Value |
| :--- | :--- | :--- |
| Outstanding\tas\tof\tApril\t1,\t2016 | 89,046 | $27.00 |
| Granted | 33,600 | $47.35 |
| Settled | (32,080) | $28.58 |
| Canceled/Forfeited | (4,800) | $30.31 |
| Outstanding\tas\tof\tMarch\t31,\t2017 | 85,766 | $34.19 |
| Granted | 22,900 | $84.40 |
| Settled | (39,980) | $45.25 |
| Canceled/Forfeited | (2,300) | $85.35 |
| Outstanding\tas\tof\tMarch\t31,\t2018\t(1) | 66,386 | $37.26 |
| Granted | 19,200 | $87.88 |
| Issued\tdue\tto\tSeparation\tmodification |  |  |
|  | 10,488 | $37.69 |
| Settled | (20,324) | $51.59 |
| Canceled/Forfeited | — | $— |
| Outstanding\tas\tof\tMarch\t31,\t2019 | 75,750 | $46.31 |

# Note	16	-	Cash	Flows

Cash	payments	for	interest	on	indebtedness	and	income	taxes	and	other	select	non-cash	activities	are	as	follows:

|  |  | Fiscal	Years	Ended |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| Cash\tpaid\tfor: |  |  |  |
| Interest | $308 | $288 | $103 |
| Taxes\ton\tincome,\tnet\tof\trefunds\t(1) | $197 | $376 | $63 |
| Non-cash\tactivities: |  |  |  |
| Operating: |  |  |  |
| \t\tPrepaid\tassets\tacquired\tunder\tlong-term\tfinancing | $48 | $209 | $— |
| Investing: |  |  |  |
| Capital\texpenditures\tin\taccounts\tpayable\tand\taccrued\texpenses | $45 | $46 | $43 |
| Capital\texpenditures\tthrough\tcapital\tlease\tobligations | $668 | $664 | $52 |
| Assets\tacquired\tunder\tlong-term\tfinancing | $200 | $238 | $87 |
| Increase\tin\tdeferred\tpurchase\tprice\treceivable | $1,489 | $665 | $595 |
| Contingent\tconsideration | $41 | $— | $— |
| Financing: |  |  |  |
| Dividends\tdeclared\tbut\tnot\tyet\tpaid | $53 | $51 | $20 |
| Stock\tissued\tfor\tthe\tacquisition\tof\tHPES | $— | $9,850 | $— |

# Note	17	-	Other	Income

The	following	table	summarizes	components	of	other	income,	net:

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Non-service\tcost\tcomponents\tof\tnet\tperiodic\tpension\tincome | $(182) | $(509) | $(7) |
| Foreign\tcurrency\tloss\t(gain) | 31 | (71) | (8) |
| Other\tgain | (155) | (13) | (2) |
| Totals | $(306) | $(593) | $(17) |

Non-service	cost	components	of	net	periodic	pension	income	expense	were	reclassified	from	costs	of	services	and	selling,	general	and	administrative	to other	income	expense,	net	in	the	statements	of	operations	upon	adoption	of	ASU2017-07	"Compensation	-	Retirement	Benefits	(Topic	715):	Improving the	Presentation	of	Net	Periodic	Pension	Cost	and	Net	Periodic	Postretirement	Benefit	Cost".	See	Note	1	-	Summary	of	Significant	Accounting	Policies for	more	information.

Foreign	currency	loss	(gain)	resulted	from	the	movement	of	foreign	currency	exchange	rates	on	the	Company's	foreign	currency	denominated	assets	and liabilities,	related	hedges	including	options	to	manage	its	exposure	to	economic	risk	and	the	cost	of	the	Company's	hedging	program.	Other	gain	for	the fiscal	year	ended	March	31,	2019	primarily	comprises	gain	on	sale	of	non-operating	assets	and	for	the	fiscal	year	ended	March	31,	2018	consists	of investment	income.

# Note	18	-	Segment	and	Geographic	Information

DXC	has	a	matrix	form	of	organization	and	is	managed	in	several	different	and	overlapping	groupings	including	services,	industries	and	geographic regions.	As	a	result,	and	in	accordance	with	accounting	standards,	operating	segments	are	organized	by	the	type	of	services	provided.	DXC's	chief operating	decision	maker	("CODM"),	the	chief	executive	officer,	obtains,	reviews,	and	manages	the	Company's	financial	performance	based	on	these segments.	The	CODM	uses	these	results,	in	part,	to	evaluate	the	performance	of,	and	allocate	resources	to,	each	of	the	segments.

As	a	result	of	the	Separation,	USPS	is	no	longer	included	as	a	reportable	segment	and	its	results	have	been	reclassified	to	discontinued	operations,	net of	taxes,	for	all	periods	presented.	See	Note	3	-	"Divestitures."	DXC	now	operates	in	two	reportable	segments	as	described	below:

GBS	provides	innovative	technology	solutions	that	help	its	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.	GBS	provides	industry,	business	process	systems	integration	and	technical	delivery	experience	to maximize	value	from	enterprise	application	portfolios.	GBS	also	helps	clients	accelerate	their	digital	transformations	and	business	results	with industry,	business,	technology	and	complex	integration	services.

•Application	Services.	GBS's	comprehensive	services	helps	clients	modernize,	develop,	test	and	manage	their	applications.

•Analytics.	GBS's	portfolio	of	analytics	services	and	robust	partner	ecosystem	helps	clients	gain	rapid	insights	and	accelerate	their	digital transformation	journeys.

•Business	Process	Services.	GBS	provides	seamless	digital	integration	and	optimization	of	front	and	back	office	processes,	including	its	Agile Process	Automation	approach.

•Industry	Software	and	Solutions.	GBS's	industry-specific	solutions	enable	businesses	to	quickly	integrate	technology,	transform	their	operations and	develop	new	ways	of	doing	business.	GBS's	vertical-specific	IP	includes	insurance,	healthcare	and	life	sciences,	travel	and	transportation, and	banking	and	capital	markets	solutions.

•Cloud	and	Platform	Services.	GIS	helps	clients	maximize	their	private	cloud,	public	cloud	and	legacy	infrastructures,	as	well	as	securely	manage their	hybrid	environments.

•Workplace	and	Mobility.	GIS's	workplace,	mobility	and	Internet	of	Things	("IoT")	services	provides	a	consumer-like	experience	with	enterprise security	and	instant	connectivity	for	its	clients.

•Security.	GIS's	security	solutions	help	predict	attacks,	proactively	respond	to	threats,	ensure	compliance	and	protect	data,	applications,

# Segment	Measures

The	following	table	summarizes	operating	results	regularly	provided	to	the	CODM	by	reportable	segment	and	a	reconciliation	to	the	financial	statements:

| (in	millions) | GBS | GIS | Segments | All	Other | Totals |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Fiscal\tYear\tEnded\tMarch\t31,\t2019 |  |  |  |  |  |
| Revenues | $8,684 | $12,069 | $20,753 | $— | $20,753 |
| Segment\tProfit | $1,645 | $1,911 | $3,556 | $(287) | $3,269 |
| Depreciation\tand\tamortization\t(1) | $90 | $1,212 | $1,302 | $127 | $1,429 |
| Fiscal\tYear\tEnded\tMarch\t31,\t2018 |  |  |  |  |  |
| Revenues | $9,254 | $12,479 | $21,733 | $— | $21,733 |
| Segment\tProfit | $1,525 | $1,643 | $3,168 | $(179) | $2,989 |
| Depreciation\tand\tamortization\t(1) | $99 | $1,078 | $1,177 | $92 | $1,269 |
| Fiscal\tYear\tEnded\tMarch\t31,\t2017 |  |  |  |  |  |
| Revenues | $4,173 | $3,434 | $7,607 | $— | $7,607 |
| Segment\tProfit | $492 | $306 | $798 | $(180) | $618 |
| Depreciation\tand\tamortization\t(1) | $107 | $399 | $506 | $64 | $570 |

(1)	Depreciation	and	amortization	as	presented	excludes	amortization	of	acquired	intangible	assets	of	$539	million,	$526	million,	and	$77	million	for	fiscal	2019,	2018,	and	2017, respectively.

# Reconciliation	of	Reportable	Segment	Profit	to	Consolidation

The	Company's	management	uses	segment	profit	as	the	measure	for	assessing	performance	of	its	segments.	Segment	profit	is	defined	as	segment revenues	less	cost	of	services,	segment	selling,	general	and	administrative,	depreciation	and	amortization,	and	other	income	(excluding	the	movement	in foreign	currency	exchange	rates	on	DXC's	foreign	currency	denominated	assets	and	liabilities	and	the	related	economic	hedges).	The	Company	does	not allocate	to	its	segments	certain	operating	expenses	managed	at	the	corporate	level.	These	unallocated	costs	include	certain	corporate	function	costs, stock-based	compensation	expense,	pension	and	OPEB	actuarial	and	settlement	gains	and	losses,	restructuring	costs,	transaction,	separation,	and integration-related	costs,	amortization	of	acquired	intangible	assets.

| (in	millions) | March	31,	2019 | March	31,	2018 | March	31,	2017 |
| :--- | :--- | :--- | :--- |
| Profit |  |  |  |
| Total\tprofit\tfor\treportable\tsegments | $3,556 | $3,168 | $798 |
| All\tother\tloss | (287) | (179) | (180) |
| Interest\tincome | 128 | 89 | 35 |
| Interest\texpense | (334) | (320) | (117) |
| Restructuring\tcosts | (465) | (789) | (238) |
| Transaction,\tseparation,\tand\tintegration-related\tcosts | (401) | (359) | (308) |
| Amortization\tof\tacquired\tintangible\tassets | (539) | (526) | (77) |
| Pension\tand\tOPEB\tactuarial\tand\tsettlement\t(losses)\tgains | (143) | 220 | (87) |
| Income\t(loss)\tfrom\tcontinuing\toperations,\tbefore\ttaxes | $1,515 | $1,304 | $(174) |

Management	does	not	use	total	assets	by	segment	to	evaluate	segment	performance	or	allocate	resources.	As	a	result,	assets	are	not	tracked	by segment	and	therefore,	total	assets	by	segment	is	not	disclosed.

# Geographic	Information

See	Note	19	-	"Revenue"	for	the	Company's	revenue	by	geography.	Property	and	equipment,	net,	which	is	based	on	the	physical	location	of	the	assets, was	as	follows:

|  |  | As	of |  |
| :--- | :--- | :--- | :--- |
|  | March\t31,\t2019 | March\t31,\t2018 | March\t31,\t2017 |
| United\tStates | 1,352 | 1,270 | 389 |
| United\tKingdom | 512 | 535 | 235 |
| Australia | 144 | 191 | 58 |
| Other\tEurope | 553 | 465 | 134 |
| Other\tInternational | 618 | 902 | 87 |
| Total\tProperty\tand\tEquipment,\tnet | 3,179 | 3,363 | 903 |

No	single	customer	exceeded	10%	of	the	Company's	revenues	during	fiscal	 2019,	fiscal	2018	or	fiscal	2017.

The	following	table	presents	DXC's	revenues	disaggregated	by	geography,	based	on	the	location	of	incorporation	of	the	DXC	entity	providing	the	related goods	or	services:

| (in	millions) | March	31,	2019 | March	31,	2018	(1) | March	31,	2017	(1) |
| :--- | :--- | :--- | :--- |
| United\tStates | $7,677 | $8,015 | $2,986 |
| United\tKingdom | 3,175 | 3,392 | 1,482 |
| Australia | 1,582 | 1,694 | 921 |
| Other\tEurope | 5,294 | 5,409 | 1,594 |
| Other\tInternational | 3,025 | 3,223 | 624 |
| Total\tRevenues | $20,753 | $21,733 | $7,607 |

(1)	Prior	period	amounts	have	not	been	recast	under	the	modified	retrospective	transition	method.

The	revenue	by	geography	pertains	to	both	of	the	Company's	reportable	segments.	Refer	to	Note 18	-	"Segment	and	Geographic	Information"	for	the Company's	segment	disclosures.

# Remaining	Performance	Obligations

Remaining	performance	obligations	represent	the	aggregate	amount	of	the	transaction	price	in	contracts	allocated	to	performance	obligations	not delivered,	or	partially	undelivered,	as	of	the	end	of	the	reporting	period.	Remaining	performance	obligation	estimates	are	subject	to	change	and	are affected	by	several	factors,	including	terminations,	changes	in	the	scope	of	contracts,	periodic	revalidations,	adjustments	for	revenue	that	has	not materialized	and	adjustments	for	currency.	As	of	March	31,	2019,	approximately	$28.9	billion	of	revenue	is	expected	to	be	recognized	from	remaining performance	obligations.	The	Company	expects	to	recognize	revenue	on	approximately	40%	of	these	remaining	performance	obligations	in	Fiscal	2020, with	the	remainder	of	the	balance	recognized	thereafter.

The	following	table	provides	information	about	the	balances	of	the	Company's	trade	receivables	and	contract	assets	and	contract	liabilities:

| (in	millions) | March	31,	2019 | April	1,	2018 |
| :--- | :--- | :--- |
| Trade\treceivables,\tnet | $3,232 | $3,937 |
| Contract\tassets | $390 | $444 |
| Contract\tliabilities | $1,886 | $2,053 |

Change	in	contract	liabilities	were	as	follows:

| (in	millions) | Twelve	Months	Ended	March	31,<br>2019 |
| :--- | :--- |
| ASC\t605\tBalance,\tbeginning\tof\tperiod | $2,434 |
| Adjustment\trelated\tto\tTopic\t606\tadoption | (381) |
| ASC\t606\tBalance,\tbeginning\tof\tperiod | 2,053 |
| Deferred\trevenue | 2,681 |
| Recognition\tof\tdeferred\trevenue | (2,664) |
| Currency\ttranslation\tadjustment | (167) |
| Other | (17) |
| Balance,\tend\tof\tperiod | $1,886 |

The	following	tables	provides	information	about	the	Company's	capitalized	costs	to	obtain	and	fulfill	a	contract:

| (in	millions) | As	of	March	31,	2019 |
| :--- | :--- |
| Capitalized\tsales\tcommission\tcost\t(1) | $228 |
| Transition\tand\ttransformation\tcontract\tcosts,\tnet\t(2) | $966 |

(1)	Capitalized	sales	commission	costs	are	included	within	other	assets	in	the	accompanying	balance	sheets.	For	the	twelve	months	ended	March	31,	2019,	amortization expense	of	$62	million	related	to	the	capitalized	sales	commission	assets	is	included	in	selling,	general,	and	administrative	expenses	in	the	accompanying	statements	of operations.

(2)	Transition	and	transformation	contract	costs,	net	reflect	the	Company's	setup	costs	incurred	upon	initiation	of	an	outsourcing	contract	that	are	classified	as	other	assets	in the	accompanying	balance	sheets.	For	the	twelve	months	ended	March	31,	2019,	amortization	expense	of	$258	million	is	included	within	depreciation	and	amortization	in the	accompanying	statements	of	operations.

# Financial	Statement	Impact

The	impact	of	adoption	of	ASC	606	on	the	selected	captions	of	the	Company's	statements	of	operations	and	balance	sheets	was	as	follows:

# Statement	of	Operations	(Selected	Captions)

| (in	millions) | As	Reported | of	ASC	606 | Effect	of	Change	Higher/(Lower) |
| :--- | :--- | :--- | :--- |
| Revenues | $20,753 | $20,723 | $30 |
| Costs\tof\tservices | $14,946 | $14,944 | $2 |
| Selling,\tgeneral\tand\tadministrative | $1,959 | $2,032 | $(73) |
| Interest\tincome | $(128) | $(141) | $(13) |
| Income\ttax\texpense | $288 | $266 | $22 |
| Net\tincome\tattributable\tto\tDXC\tcommon\tstockholders | $1,257 | $1,191 | $66 |

# Balance	Sheet	(Selected	Captions)

| (in	millions) | As	Reported | Amounts	Without	Adoption<br>of	ASC	606 | Effect	of	Change	Higher/(Lower) |
| :--- | :--- | :--- | :--- |
| Assets: |  |  |  |
| Receivables\tand\tcontract\tassets,\tnet\tof\tallowance\tfor\tdoubtful\taccounts | $5,181 | $5,199 | $(18) |
| Other\tcurrent\tassets | $359 | $411 | $(52) |
| Deferred\tincome\ttaxes,\tnet | $355 | $376 | $(21) |
| Other\tassets | $3,429 | $3,451 | $(22) |
| Liabilities: |  |  |  |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | $3,355 | $3,356 | $(1) |
| Deferred\trevenue\tand\tadvance\tcontract\tpayments | $1,630 | $1,717 | $(87) |
| Income\ttaxes\tpayable | $208 | $206 | $2 |
| Non-current\tdeferred\trevenue | $256 | $491 | $(235) |
| Non-current\tincome\ttax\tliabilities\tand\tdeferred\ttax\tliabilities | $1,184 | $1,148 | $36 |
| Equity: |  |  |  |
| Retained\tearnings | $478 | $301 | $177 |
| Accumulated\tother\tcomprehensive\tloss | $(244) | $(239) | $(5) |

The	adoption	of	ASC	606	did	not	materially	impact	the	statement	of	cash	flows.

# Note	20	-	Restructuring	Costs

The	Company	recorded	restructuring	costs,	net	of	reversals,	of	 $465	million,	$789	million	and	$238	million	for	fiscal	2019,	2018	and	2017,	respectively. The	costs	recorded	during	fiscal	2019	were	largely	the	result	of	implementing	the	Fiscal	 2019	Plan,	as	described	below.

The	composition	of	restructuring	liabilities	by	financial	statement	line	items	is	as	follows:

| (in	millions) | March	31,	2019 | March	31,	2018 |
| :--- | :--- | :--- |
| Accrued\texpenses\tand\tother\tcurrent\tliabilities | $273 | $367 |
| Other\tlong-term\tliabilities | 106 | 153 |
| Total | $379 | $520 |

# Summary	of	Restructuring	Plans

During	fiscal	2019,	management	approved	global	cost	savings	initiatives	designed	to	better	align	the	Company's	organizational	structure	with	its	strategic initiatives	and	continue	the	integration	of	HPES	and	other	acquisitions	(the	"Fiscal	2019	Plan").	The	Fiscal	2019	Plan	includes	workforce	optimization	and rationalization	of	facilities	and	data	center	assets.

In	June	2017,	management	approved	a	post-HPES	Merger	restructuring	plan	to	optimize	the	Company's	operations	in	response	to	a	continuing	business contraction	(the	"Fiscal	2018	Plan").	The	additional	restructuring	initiatives	are	intended	to	reduce	the	Company's	core	structure	and	related	operating costs,	improve	its	competitiveness,	and	facilitate	the	achievement	of	acceptable	and	sustainable	profitability.	The	Fiscal	2018	Plan	focuses	mainly	on optimizing	specific	aspects	of	global	workforce,	increasing	the	proportion	of	work	performed	in	low	cost	offshore	locations	and	re-balancing	the	pyramid structure.	Additionally,	this	plan	included	global	facility	restructuring,	including	a	global	data	center	restructuring	program.	Costs	incurred	to	date	under the	Fiscal	2018	Plan	total	$782	million,	comprising	$594	million	in	workforce	reductions	and	$188	million	of	facilities	costs.

In	May	2016,	the	Company	initiated	a	restructuring	plan	to	realign	the	Company's	cost	structure	and	resources	to	take	advantage	of	operational efficiencies	following	recent	acquisitions.	During	the	fourth	quarter	of	Fiscal	2017,	the	Company	expanded	the	plan	to	strengthen	the	Company's competitiveness	and	to	optimize	the	workforce	by	increasing	work	performed	in	low-cost	locations	(the	"Fiscal	2017	Plan").	Total	costs	incurred	to	date under	the	Fiscal	2017	Plan	total	$216	million,	comprising	$207	million	in	employee	severance	and	$9	million	of	facilities	costs.

# Other	Prior	Year	Plans

Other	prior	year	plans	are	comprised	of	the	Fiscal	2016	Plan	and	Fiscal	2015	Plan.	As	of	March	31,	2019,	activities	under	these	plans	are	substantially complete.

# Acquired	Restructuring	Liabilities

As	a	result	of	the	HPES	Merger,	DXC	acquired	restructuring	liabilities	under	restructuring	plans	that	were	initiated	for	HPES	under	plans	approved	by	the HPE	Board	of	Directors.

Restructuring	activities,	summarized	by	plan	year,	were	as	follows:

|  | Restructuring<br>Liability	as	of<br>March	31,	2018 | Costs	Expensed,<br>Net	of	Reversals(1) | Costs	Not	Affecting<br>Restructuring<br>Liability(2) | Cash	Paid | Other(3) | Restructuring<br>Liability	as	of	March<br>31,	2019 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fiscal\t2019\tPlan |  |  |  |  |  |  |
| Workforce\tReductions | $— | $363 | $(2) | $(218) | $(5) | $138 |
| Facilities\tCosts | — | 144 | (6) | (68) | (2) | 68 |
| Total | $— | $507 | $(8) | $(286) | $(7) | $206 |
| Fiscal\t2018\tPlan |  |  |  |  |  |  |
| Workforce\tReductions | $257 | $(30) | $— | $(151) | $(17) | $59 |
| Facilities\tCosts | 98 | (14) | (3) | (40) | (6) | 35 |
| Total | $355 | $(44) | $(3) | $(191) | $(23) | $94 |
| Fiscal\t2017\tPlan |  |  |  |  |  |  |
| Workforce\tReductions | $19 | $— | $— | $(12) | $— | $7 |
| Facilities\tCosts | 3 | — | — | (3) | — | — |
| Total | $22 | $— | $— | $(15) | $— | $7 |
| Other\tPrior\tYear\tPlans |  |  |  |  |  |  |
| Workforce\tReductions | $4 | $— | $— | $(2) | $— | $2 |
| Facilities\tCosts | 2 | — | — | (1) | — | 1 |
| Total | $6 | $— | $— | $(3) | $— | $3 |
| Acquired\tLiabilities |  |  |  |  |  |  |
| Workforce\tReductions | $110 | $2 | $— | $(58) | $(3) | $51 |
| Facilities\tCosts | 27 | — | — | (9) | — | 18 |
| Total | $137 | $2 | $— | $(67) | $(3) | $69 |

(1)	Costs	expensed,	net	of	reversals	include	$48	million,	$3	million,	and	$1	million	of	costs	reversed	from	the	Fiscal	2018	Plan,	Fiscal	2017	Plan	and	Other	Prior	Year	Plans,

respectively.

(2)	Pension	benefit	augmentations	recorded	as	a	pension	liability	and	asset	impairment.

(3)	Foreign	currency	translation	adjustments.

|  | Restructuring<br>Liability	as	of<br>March	31,	2017 | Acquired<br>Balance	as	of<br>April	1,	2017 | Costs	Expensed,<br>Net	of	Reversals(1) | Costs	Not	Affecting<br>Restructuring<br>Liability(2) | Cash	Paid | Other(3) | Restructuring<br>Liability	as	of<br>March	31,	2018 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fiscal\t2018\tPlan |  |  |  |  |  |  |  |
| Workforce\nReductions | $— | n/a | $624 | $(10) | $(367) | $10 | $257 |
| Facilities\tCosts | — | n/a | 202 | (4) | (102) | 2 | 98 |
| Total | $— | n/a | $826 | $(14) | $(469) | $12 | $355 |
| Fiscal\t2017\tPlan |  |  |  |  |  |  |  |
| Workforce\nReductions | $155 | n/a | $(32) | $(2) | $(112) | $10 | $19 |
| Facilities\tCosts | 6 | n/a | — | — | (5) | 2 | 3 |
| Total | $161 | n/a | $(32) | $(2) | $(117) | $12 | $22 |
| Fiscal\t2016\tPlan |  |  |  |  |  |  |  |
| Workforce\nReductions | $8 | n/a | $(2) | $1 | $(4) | $— | $3 |
| Facilities\tCosts | 5 | n/a | — | — | (3) | — | 2 |
| Total | $13 | n/a | $(2) | $1 | $(7) | $— | $5 |
| Fiscal\t2015\tPlan |  |  |  |  |  |  |  |
| Workforce\nReductions | $3 | n/a | $— | $— | $(2) | $— | $1 |
| Facilities\tCosts | — | n/a | — | — | — | — | — |
| Total | $3 | n/a | $— | $— | $(2) | $— | $1 |
| Acquired\tLiabilities |  |  |  |  |  |  |  |
| Workforce\nReductions | n/a | $255 | $— | $(2) | $(152) | $9 | $110 |
| Facilities\tCosts | n/a | 70 | (3) | (3) | (37) | — | 27 |
| Total | n/a | $325 | $(3) | $(5) | $(189) | $9 | $137 |

(1)	Costs	expensed,	net	of	reversals	include	$34	million,	$3	million,	and	$3	million	of	costs	reversed	from	the	Fiscal	2017	Plan,	Fiscal	2016	Plan	and	Acquired	Plans,	respectively.

# Note	21	-	Commitments	and	Contingencies

# Commitments

The	Company	has	operating	leases	for	the	use	of	certain	real	estate	and	equipment.	Substantially	all	operating	leases	are	non-cancelable	or	cancelable only	through	payment	of	penalties.	Lease	payments	are	typically	based	upon	the	period	of	the	lease	but	may	include	payments	for	insurance, maintenance	and	property	taxes.	There	are	no	purchase	options	on	operating	leases	at	favorable	terms.	Most	real	estate	leases	have	one	or	more renewal	options.	Certain	leases	on	real	estate	are	subject	to	annual	escalations	for	increases	in	utilities	and	property	taxes.	Lease	rental	expense amounted	to	$810	million,	$797	million	and	$146	million,	for	the	fiscal	years	ended	 March	31,	2019,	March	31,	2018	and	March	31,	2017,	respectively.

Minimum	fixed	rentals	required	for	the	next	five	years	and	thereafter	under	operating	leases	in	effect	at March	31,	2019,	were	as	follows:

| (in	millions) | Real	Estate | Equipment |
| :--- | :--- | :--- |
| 2020 | $409 | $248 |
| 2021 | 288 | 119 |
| 2022 | 203 | 27 |
| 2023 | 159 | 4 |
| 2024 | 124 | 1 |
| Thereafter | 274 | — |
| \t\t\t\t\tMinimum\tfixed\trentals | 1,457 | 399 |
| Less:\tSublease\trental\tincome | (149) | — |
| \t\t\t\t\tTotals | $1,308 | $399 |

The	Company	signed	long-term	purchase	agreements	with	certain	software,	hardware,	telecommunication	and	other	service	providers	to	obtain	favorable pricing	and	terms	for	services	and	products	that	are	necessary	for	the	operations	of	business	activities.	Under	the	terms	of	these	agreements,	the Company	is	contractually	committed	to	purchase	specified	minimums	over	periods	ranging	from	1	to	6	years.	If	the	Company	does	not	meet	the	specified minimums,	the	Company	would	have	an	obligation	to	pay	the	service	provider	all,	or	a	portion,	of	the	shortfall.	Minimum	purchase	commitments	as of	March	31,	2019	were	as	follows:

| Fiscal	year | Minimum	Purchase |
| :--- | :--- |
| (in\tmillions) | Commitment\t(1) |
| 2020 | $2,286 |
| 2021 | 1,026 |
| 2022 | 488 |
| 2023 | 432 |
| 2024 | 243 |
| Thereafter | 25 |
| \t\t\t\t\tTotal | $4,500 |

(1)	A	significant	portion	of	the	minimum	purchase	commitments	in	fiscal	2020	relate	to	the	amounts	committed	under	the	HPE	preferred	vendor	agreements.

In	the	normal	course	of	business,	the	Company	may	provide	certain	clients	with	financial	performance	guarantees,	and	at	times	performance	letters	of credit	or	surety	bonds.	In	general,	the	Company	would	only	be	liable	for	the	amounts	of	these	guarantees	in	the	event	that	non-performance	by	the Company	permits	termination	of	the	related	contract	by	the	Company's	client.	The	Company	believes	it	is	in	compliance	with	its	performance	obligations under	all	service	contracts	for	which	there	is	a	financial	performance	guarantee,	and	the	ultimate	liability,	if	any,	incurred	in	connection	with	these guarantees	will	not	have	a	material	adverse	effect	on	its	consolidated	results	of	operations	or	financial	position.

The	Company	also	uses	stand-by	letters	of	credit,	in	lieu	of	cash,	to	support	various	risk	management	insurance	policies.	These	letters	of	credit	represent a	contingent	liability	and	the	Company	would	only	be	liable	if	it	defaults	on	its	payment	obligations	on	these	policies.

The	following	table	summarizes	the	expiration	of	the	Company's	financial	guarantees	and	stand-by	letters	of	credit	outstanding	as	of March	31,	2019:

| (in	millions) | Fiscal	2020 | Fiscal	2021 | Fiscal	2022	and<br>Thereafter | Totals |
| :--- | :--- | :--- | :--- | :--- |
| Surety\tbonds | $254 | $125 | $145 | $524 |
| Letters\tof\tcredit | 190 | 28 | 364 | 582 |
| Stand-by\tletters\tof\tcredit | 81 | 81 | 13 | 175 |
| Totals | $525 | $234 | $522 | $1,281 |

The	Company	generally	indemnifies	licensees	of	its	proprietary	software	products	against	claims	brought	by	third	parties	alleging	infringement	of	their intellectual	property	rights,	including	rights	in	patents	(with	or	without	geographic	limitations),	copyrights,	trademarks	and	trade	secrets.	DXC's indemnification	of	its	licensees	relates	to	costs	arising	from	court	awards,	negotiated	settlements,	and	the	related	legal	and	internal	costs	of	those licensees.	The	Company	maintains	the	right,	at	its	own	cost,	to	modify	or	replace	software	in	order	to	eliminate	any	infringement.	The	Company	has	not incurred	any	significant	costs	related	to	licensee	software	indemnification.

# Contingencies

Vincent	Forcier	v.	Computer	Sciences	Corporation	and	The	City	of	New	York: 	On	October	27,	2014,	the	United	States	Attorney's	Office	for	the	Southern District	of	New	York	and	the	Attorney	General	for	the	State	of	New	York	filed	complaints-in-intervention	on	behalf	of	the	United	States	and	the	State	of New	York,	respectively,	against	CSC	and	The	City	of	New	York.	This	action	arose	out	of	a	qui	tam	complaint	originally	filed	under	seal	in	2012	by	Vincent Forcier,	a	former	employee	of	CSC.	The	complaints	allege	that	from	2008	to	2012	New	York	City	and	CSC,	in	its	role	as	fiscal	agent	for	New	York	City's Early	Intervention	Program	("EIP"),	a	federal	program	that	provides	services	for	infants	and	toddlers	with	manifest	or	potential	developmental	delays, violated	the	federal	and	state	False	Claims	Acts	and	various	common	law	standards	by	allegedly	orchestrating	a	billing	fraud	against	Medicaid	through the	misapplication	of	default	billing	codes	and	the	failure	to	exhaust	private	insurance	coverage	before	submitting	claims	to	Medicaid.	The	New	York Attorney	General's	complaint	also	alleges	that	New	York	City	and	CSC	failed	to	reimburse	Medicaid	in	certain	instances	where	insurance	had	paid	a portion	of	the	claim.	The	lawsuits	seek	treble	statutory	damages,	other	civil	penalties	and	attorneys'	fees	and	costs.

On	January	26,	2015,	CSC	and	the	City	of	New	York	moved	to	dismiss	Forcier's	amended	 qui	tam	complaint	as	well	as	the	federal	and	state	complaints- in-intervention.	In	June	2016,	the	Court	dismissed	Forcier's	amended	complaint	in	its	entirety.	With	regard	to	the	complaints-in-intervention,	the	Court dismissed	the	federal	claims	alleging	misuse	of	default	diagnosis	codes	when	the	provider	had	entered	an	invalid	code,	and	the	state	claims	alleging failure	to	reimburse	Medicaid	when	claims	were	subsequently	paid	by	private	insurance.	The	Court	denied	the	motions	to	dismiss	with	respect	to	the federal	and	state	claims	relating	to	(i)	submission	of	insurance	claims	with	a	code	signifying	that	the	patient's	policy	ID	was	unknown,	and	(ii)	submission of	claims	to	Medicaid	after	the	statutory	deadline	for	payment	by	private	insurance	had	passed,	and	state	common	law	claims.	In	accordance	with	the ruling,	the	United	States	and	the	State	of	New	York	each	filed	amended	complaints-in-intervention	on	September	6,	2016.	In	addition	to	reasserting	the claims	upheld	by	the	Court,	the	amended	complaints	assert	new	claims	alleging	that	the	compensation	provisions	of	CSC's	contract	with	New	York	City rendered	it	ineligible	to	serve	as	a	billing	agent	under	state	law.

On	November	9,	2016,	CSC	filed	motions	to	dismiss	the	amended	complaints	in	their	entirety.	On	August	10,	2017,	the	Court	granted	in	part	and	denied in	part	the	motions	to	dismiss,	allowing	the	remaining	causes	of	action	to	proceed.	On	January	9,	2018,	the	Company	answered	the	complaints,	and asserted	a	counterclaim	against	the	State	of	New	York	on	a	theory	of	contribution	and	indemnification.	On	January	30,	2018,	the	State	of	New	York	filed	a motion	to	dismiss	the	Company's	counterclaim.	In	a	ruling	dated	September	20,	2018,	the	Court	allowed	the	Company's	counterclaim	for	indemnification to	proceed	with	respect	to	liability	for	claims	not	arising	under	the	Federal	False	Claims	Act.	The	Parties	participated	in	a	non-binding	mediation	on November	29,	2017,	but	no	settlement	has	been	reached	to	date.	Discovery	has	now	commenced.	The	Company	believes	that	these	claims	are	without merit	and	intends	to	continue	to	defend	itself	vigorously.

Strauch	Fair	Labor	Standards	Act	Collective	Action:	On	July	1,	2014,	plaintiffs	Joseph	Strauch,	Timothy	Colby,	Charles	Turner,	and	Vernon	Carre	filed	an action	in	the	U.S.	District	Court	for	the	District	of	Connecticut	on	behalf	of	themselves	and	a	putative	nationwide	collective	of	CSC	system	administrators, alleging	CSC's	failure	to	properly	classify	these	employees	as	non-exempt	under	the	federal	Fair	Labor	Standards	Act	("FLSA").	Plaintiffs	allege	similar state-law	Rule	23	class	claims	pursuant	to	Connecticut	and	California	statutes,	including	the	Connecticut	Minimum	Wage	Act,	the	California	Unfair Competition	Law,	California	Labor	Code,	California	Wage	Order	No.	4-2001	and	the	California	Private	Attorneys	General	Act.	Plaintiffs	claim	double overtime	damages,	liquidated	damages,	pre-	and	post-judgment	interest,	civil	penalties,	and	other	state-specific	remedies.

In	2015	the	Court	entered	an	order	granting	conditional	certification	under	the	FLSA	of	the	collective	of	over	 4,000	system	administrators,	and	notice	of the	right	to	participate	in	the	FLSA	collective	action	was	mailed	to	the	system	administrators.	Approximately	1,000	system	administrators,	prior	to	the announced	deadline,	filed	consents	with	the	Court	to	participate	in	the	FLSA	collective.

On	June	30,	2017,	the	Court	granted	Rule	23	certification	of	a	Connecticut	state-law	class	and	a	California	state-law	class	consisting	of	professional system	administrators	and	associate	professional	system	administrators.	Senior	professional	system	administrators	were	found	not	to	qualify	for	Rule	23 certification	under	the	state-law	claims.	On	July	14,	2017,	the	Company	petitioned	the	Second	Circuit	Court	of	Appeals	for	permission	to	file	an	appeal	of the	Rule	23	decision.	That	petition	was	denied	on	November	21,	2017.

As	a	result	of	the	Court's	findings	in	its	Rule	23	certification	order,	the	parties	entered	into	a	stipulation	to	decertify	the	senior	professional	system administrators	from	the	FLSA	collective.	On	August	2,	2017,	the	Court	approved	the	stipulation,	and	the	FLSA	collective	action	is	currently	made	up	of approximately	700	individuals	who	held	the	title	of	associate	professional	or	professional	system	administrator.

A	jury	trial	commenced	on	December	11,	2017.	On	December	20,	2017,	the	jury	returned	a	verdict	in	favor	of	plaintiffs,	finding	that	the	Company	had misclassified	the	class	of	employees	as	exempt	under	federal	and	state	laws,	and	finding	that	it	had	done	so	willfully.	In	a	ruling	dated	September	21, 2018,	the	Court	denied	the	Company's	motions	for	judgment	as	a	matter	of	law,	and	for	decertification.	Further	rulings	on	the	scope	of	damages	are pending.	The	Company	disagrees	with	the	verdict	and	intends	to	continue	to	defend	itself	vigorously,	including	by	appealing	the	verdict	and	the	final judgment	of	the	Court.

Computer	Sciences	Corporation	v.	Eric	Pulier,	et	al.: 	On	May	12,	2015,	CSC	and	its	wholly	owned	subsidiary,	ServiceMesh	Inc.	("SMI"),	filed	a	civil complaint	in	the	Court	of	Chancery	of	the	State	of	Delaware	against	Eric	Pulier,	the	former	CEO	of	SMI,	which	had	been	acquired	by	CSC	on	November 15,	2013.	Following	the	acquisition,	Mr.	Pulier	signed	a	retention	agreement	with	SMI	pursuant	to	which	he	received	a	grant	of	restricted	stock	units	of CSC	and	agreed	to	be	bound	by	CSC's	rules	and	policies,	including	CSC's	Code	of	Business	Conduct.	Mr.	Pulier	resigned	from	SMI	on	April	22,	2015 amid	allegations	that	he	had	engaged	in	fraudulent	transactions	with	two	employees	of	the	Commonwealth	Bank	of	Australia	Ltd.	("CBA").	The	original complaint	against	Mr.	Pulier	asserted	claims	for	fraud,	breach	of	contract	and	breach	of	fiduciary	duty.	In	an	amended	complaint,	CSC	named TechAdvisors,	LLC	and	Shareholder	Representative	Services	LLC	("SRS")	as	additional	defendants.	In	ruling	on	a	motion	to	dismiss	filed	by	Mr.	Pulier, the	Court	dismissed	CSC's	claim	for	breach	of	the	implied	covenant	of	good	faith,	but	allowed	substantially	all	of	the	remaining	claims	to	proceed.	Mr. Pulier	asserted	counter-claims	for	breach	of	contract,	fraud,	negligent	representation,	rescission,	and	violations	of	the	California	Blue	Sky	securities	law. With	the	exception	of	the	claim	for	breach	of	his	retention	agreement,	the	Court	dismissed	in	whole	or	in	part	each	of	Mr.	Pulier's	counterclaims.

On	December	17,	2015,	CSC	entered	into	a	settlement	agreement	with	the	majority	of	the	former	equityholders	of	SMI,	as	well	as	with	SRS	acting	in	its capacity	as	the	agent	and	attorney-in-fact	for	the	settling	equityholders.	Pursuant	to	the	settlement	agreement,	CSC	received	$16.5	million,	which	amount was	equal	to	the	settling	equityholders'	pro	rata	share	of	the	funds	remaining	in	escrow	from	the	transaction,	which	was	recorded	as	an	offset	to	selling, general	and	administrative	costs	in	CSC's	statements	of	operations	for	the	fiscal	year	ended	March	31,	2016.	On	February	20,	2017,	CSC,	SRS	and	the former	equityholders	of	SMI	who	remain	named	defendants	entered	into	a	partial	settlement	agreement	by	which	CSC	received	payment	of	some	of	the funds	remaining	in	escrow.

On	July	20,	2017,	the	Court	granted	a	motion	by	the	United	States	for	a	90-day	stay	of	discovery	pending	the	completion	of	a	criminal	investigation.	On September	27,	2017,	a	grand	jury	empaneled	by	the	United	States	District	Court	for	the	Central	District	of	California	returned	an	indictment	against	Mr. Pulier,	charging	him	with	conspiracy,	securities	and	wire	fraud,	obstruction	of	justice,	and	other	violations	of	federal	law	(United	States	v.	Eric	Pulier,	CR 17-599-AB).	The	Government	sought	an	extension	of	the	stay	which	the	Delaware	Chancery	Court	granted	on	November	3,	2017.

On	December	18,	2018,	the	Government	filed	an	application	to	dismiss	the	indictment	against	Mr.	Pulier,	and	on	December	20,	2018,	the	United	States District	Court	for	the	Central	District	of	California	granted	the	application	and	dismissed	the	indictment	with	prejudice.

On	December	21,	2018,	CSC	filed	a	motion	to	lift	the	stay	in	its	civil	lawsuit	against	Mr.	Pulier	in	Delaware	Chancery	Court,	and	a	motion	for	a	temporary restraining	order	and	preliminary	injunction	preventing	Mr.	Pulier	from	dissipating	approximately	$4.9	million	previously	seized	by	the	Government	in connection	with	its	criminal	investigation.	On	January	30,	2019,	the	Court	granted	the	motion	to	lift	the	stay.	On	March	5,	2019,	the	Court	denied	the motion	for	a	temporary	restraining	order	and	preliminary	injunction.	The	Court	has	set	a	trial	date	of	April	20,	2020.	Discovery	is	ongoing.

In	addition,	law	enforcement	officials	in	Australia	have	brought	bribery-related	charges	against	the	 two	former	CBA	employees.	One	of	these	has	since pled	guilty,	and	in	2016	received	a	sentence	of	imprisonment.	In	2016,	the	United	States	Attorney's	Office	for	the	Central	District	of	California	announced similar	criminal	charges	against	this	same	CBA	employee	for	securities	fraud	and	wire	fraud.	These	criminal	charges	were	dismissed	on	December	20, 2018.	In	April	2018	the	other	former	CBA	employee	was	committed	to	stand	trial	in	the	Australian	criminal	courts.	The	Company	is	cooperating	with	and assisting	the	Australian	authorities	in	their	investigation.

On	February	17,	2016,	Mr.	Pulier	filed	a	complaint	in	Delaware	Chancery	Court	against	CSC	and	its	subsidiary	-	CSC	Agility	Platform,	Inc.,	formerly known	as	SMI	-	seeking	advancement	of	his	legal	fees	and	costs.	On	May	12,	2016,	the	Court	ruled	that	CSC	Agility	Platform	-	as	the	successor	to	SMI	- is	liable	for	advancing	80%	of	Mr.	Pulier's	fees	and	costs	in	the	underlying	civil	action.	Mr.	Pulier	also	filed	a	complaint	for	advancement	of	the	legal	fees and	costs	incurred	in	connection	with	his	defense	of	criminal	investigations	by	the	U.S.	Government	and	other	entities.	On	August	7,	2017,	the	Court	ruled substantially	in	Mr.	Pulier's	favor.	On	January	30,	2018,	the	Court	reduced	the	Company's	advancement	obligation	to	only	80%	of	the	criminal	defense fees	and	costs	sought	by	Mr.	Pulier.	In	undertakings	previously	provided	to	SMI,	Mr.	Pulier	agreed	to	repay	all	amounts	advanced	to	him	if	it	should ultimately	be	determined	that	he	is	not	entitled	to	indemnification.

Kemper	Corporate	Services,	Inc.	v.	Computer	Sciences	Corporation:	In	October	2015,	Kemper	Corporate	Services,	Inc.	("Kemper")	filed	a	demand	for arbitration	against	CSC	with	the	American	Arbitration	Association	("AAA"),	alleging	that	CSC	breached	the	terms	of	a	2009	Master	Software	License	and Services	Agreement	and	related	Work	Orders	(the	"Agreement")	by	failing	to	complete	a	software	translation	and	implementation	plan	by	certain contractual	deadlines.	Kemper	claimed	breach	of	contract,	seeking	approximately	$100	million	in	damages	measured	in	part	by	the	amount	of	the	fees paid	under	the	contract,	as	well	as	pre-judgment	interest,	and	in	the	alternative	claimed	rescission	of	the	Agreement.	CSC	answered	the	demand	for arbitration	denying	Kemper's	claims	and	asserting	a	counterclaim	for	unpaid	invoices	for	services	rendered	by	CSC.

A	single	arbitrator	conducted	an	evidentiary	hearing	on	the	merits	of	the	claims	and	counterclaims	in	April	2017.	Oral	argument	took	place	on	August	28, 2017.	On	October	2,	2017,	the	arbitrator	issued	a	partial	final	award,	finding	for	Kemper	on	its	breach	of	contract	theory,	awarding	Kemper	$84.2	million	in compensatory	damages	plus	prejudgment	interest,	denying	Kemper's	claim	for	rescission	as	moot,	and	denying	CSC's	counterclaim.	Kemper	moved	on October	10,	2017,	in	federal	district	court	in	Texas	to	confirm	the	award.	On	November	16,	2017,	the	arbitrator	issued	a	Final	Award	which	reiterated	his findings	of	fact	and	law,	calculated	the	amount	of	prejudgment	interest,	and	awarded	Kemper	its	costs	of	arbitration	including	reasonable	attorneys'	fees and	expenses.	On	December	6,	2017,	the	Company	filed	a	motion	to	vacate	the	award	in	federal	district	court	in	New	York.	A	week	later,	the	New	York court	stayed	the	action	in	deference	to	the	Texas	court's	decision	as	to	which	venue	was	more	appropriate	to	address	the	vacatur	arguments.	On	January 12,	2018,	the	Company	appeared	in	the	Texas	action	seeking	a	stay	of	the	confirmation	proceedings	or	a	transfer	of	venue	to	New	York.	On	March	2, 2018,	the	Texas	court	denied	the	venue	transfer	motion.	The	pending	vacatur	motion	was	accordingly	transferred	to	the	Texas	court,	and	a	new memorandum	of	law	in	support	of	the	motion	was	filed	in	that	jurisdiction	on	March	30,	2018.	On	August	27,	2018,	the	Magistrate	Judge	issued	its	Report and	Recommendation

denying	the	vacatur	motion.	On	September	10,	2018,	the	Company	filed	its	objections	to	this	report	to	the	United	States	District	Judge	who	reviews	the decision	de	novo.	On	September	18,	2018,	the	District	Court	summarily	accepted	the	Report	and	Recommendation	without	further	briefing	and	entered	a Final	Judgment	in	the	case.	On	September	27,	2018,	the	Company	filed	a	notice	of	appeal	to	the	Fifth	Circuit	Court	of	Appeals.	The	Company	has	also paid	the	portion	of	the	judgment	that	is	uncontested	on	appeal,	and	Kemper	recorded	this	partial	satisfaction	of	the	judgment	on	September	26,	2018.	On January	16,	2019,	the	Company	filed	its	opening	brief	with	the	Fifth	Circuit	Court	of	Appeals.	Kemper	filed	its	brief	on	March	1,	2019,	and	the	Company filed	its	reply	brief	on	March	29,	2019.	No	further	dates	have	been	set	at	this	time.

The	Company	disagrees	with	the	decision	of	the	arbitrator	and	intends	to	continue	to	defend	itself	vigorously.	The	Company	is	also	pursuing	coverage	for the	full	scope	of	the	award,	interest,	and	legal	fees	and	expenses,	under	the	Company's	applicable	insurance	policies.

Forsyth,	et	al.	v.	HP	Inc.	and	Hewlett	Packard	Enterprise: 	This	purported	class	and	collective	action	was	filed	on	August	18,	2016	in	the	U.S.	District	Court for	the	Northern	District	of	California,	against	HP	and	HPE	alleging	violations	of	the	Federal	Age	Discrimination	in	Employment	Act	("ADEA"),	the California	Fair	Employment	and	Housing	Act,	California	public	policy	and	the	California	Business	and	Professions	Code.	Former	business	units	of	HPE now	owned	by	the	Company	will	be	proportionately	liable	for	any	recovery	by	plaintiffs	in	this	matter.	Plaintiffs	filed	an	amended	complaint	on December	19,	2016.	Plaintiffs	seek	to	certify	a	nationwide	class	action	under	the	ADEA	comprised	of	all	U.S.	residents	employed	by	defendants	who	had their	employment	terminated	pursuant	to	a	work	force	reduction	("WFR")	plan	on	or	after	December	9,	2014	(deferral	states)	and	April	8,	2015	(non- deferral	states),	and	who	were	40	years	of	age	or	older	at	the	time	of	termination.	Plaintiffs	also	seek	to	represent	a	Rule	23	class	under	California	law comprised	of	all	persons	40	years	or	older	employed	by	defendants	in	the	state	of	California	and	terminated	pursuant	to	a	WFR	plan	on	or	after August	18,	2012.	On	January	30,	2017,	defendants	filed	a	partial	motion	to	dismiss	and	a	motion	to	compel	arbitration	of	claims	by	certain	named	and	opt- in	plaintiffs	who	had	signed	releases	as	part	of	their	WFR	packages.	On	September	20,	2017,	the	Court	denied	the	partial	motion	to	dismiss	without prejudice,	but	granted	defendants'	motions	to	compel	arbitration	for	those	named	and	opt-in	plaintiffs.	Accordingly,	the	Court	has	stayed	the	entire	action pending	arbitration	for	these	individuals,	and	administratively	closed	the	case.	Plaintiffs	filed	a	motion	for	reconsideration	as	well	as	a	notice	of	appeal	to the	Ninth	Circuit	(which	has	been	denied	as	premature).	The	reconsideration	motion	was	denied	without	oral	argument.	In	that	same	decision,	the	Court held	that	a	joint	arbitration	was	permissible.	The	Company	subsequently	sought	and	obtained	leave	of	Court	to	file	a	motion	for	reconsideration	arguing that	joint	arbitration	is	not	permitted	under	the	relevant	employee	agreements.	The	Court	denied	the	motion	on	April	17,	2018,	ruling	that	interpretation	of the	employee	agreements	is	an	issue	delegated	to	the	arbitrator.	The	American	Arbitration	Association,	which	was	designated	to	manage	the	arbitration process,	has	selected	a	single	arbitrator	to	conduct	the	proceedings.	An	initial	case	management	conference	before	the	arbitrator	was	held	on	June	29, 2018.	Pursuant	to	the	release	agreements,	however,	mediation	is	a	precondition	to	arbitration.	A	mediation	was	held	on	October	4-5,	2018,	and	a settlement	was	reached	with	all	16	named	and	opt-in	plaintiffs	who	were	compelled	to	arbitrate.	 Seven	of	the	plaintiffs	were	aligned	to	the	Company . A	settlement	agreement	has	been	signed.	The	case	will	continue	to	proceed	in	Court,	however,	with	respect	to	other	putative	class	members.	Former business	units	of	the	Company	now	owned	by	Perspecta	will	be	proportionately	liable	for	any	recovery	by	plaintiffs	in	this	matter.

Oracle	America,	Inc.,	et	al.	v.	Hewlett	Packard	Enterprise	Company: 	On	March	22,	2016,	Oracle	filed	a	complaint	against	HPE	in	the	Northern	District	of California,	alleging	copyright	infringement,	interference	with	contract,	intentional	interference	with	prospective	economic	relations,	and	unfair	competition. The	litigation	relates	in	part	to	former	business	units	of	HPE	that	are	now	owned	by	the	Company.	The	Company	may	be	required	to	indemnify	HPE	for	a portion	of	any	recovery	by	Oracle	in	the	litigation	related	to	these	business	units.

Oracle's	claims	arise	primarily	out	of	HPE's	prior	relationship	with	a	third-party	maintenance	provider	named	Terix	Computer	Company,	Inc.	("Terix"). Oracle	claims	that	Terix	infringed	its	copyrights	while	acting	as	HPE's	subcontractor	for	certain	customers	of	HPE's	multivendor	support	business.	Oracle claims	that	HPE	is	liable	for	vicarious	and	contributory	infringement	arising	from	the	alleged	actions	of	Terix	and	for	direct	infringement	arising	from	its own	alleged	conduct.

On	June	14,	2018,	the	court	heard	oral	argument	on	the	parties'	cross-motions	for	summary	judgment.	On	January	29,	2019,	the	court	granted	HPE's motion	for	summary	judgment	and	denied	Oracle's	motion	for	summary	judgment,

resolving	the	matter	in	HPE's	favor.	Oracle	has	appealed	the	judgment	to	the	U.S.	Court	of	Appeals	for	the	Ninth	Circuit.	The	parties	are	scheduled	to submit	briefs	in	the	appellate	case	between	June	and	July	2019.

In	re	DXC	Technology	Company	Securities	Litigation: 	On	December	27,	2018,	a	purported	class	action	lawsuit	was	filed	in	the	United	States	District	Court for	the	Eastern	District	of	Virginia	against	the	Company	and	two	of	its	current	officers.	The	lawsuit	asserts	claims	under	Sections	10(b)	and	20(a)	of	the Securities	Exchange	Act	of	1934,	as	amended,	and	is	premised	on	allegedly	false	and/or	misleading	statements,	and	alleged	non-disclosure	of	material facts,	regarding	the	Company's	business,	operations,	prospects	and	performance	during	the	proposed	class	period	of	February	8,	2018	to	November	6, 2018.

In	March	2019,	three	related	shareholder	derivative	lawsuits	were	filed	in	the	District	Court	of	the	State	of	Nevada,	in	and	for	Clark	County,	against	 two	of the	Company's	current	officers	and	the	members	of	the	Company's	board	of	directors,	asserting	claims	for	breach	of	fiduciary	duty,	waste	of	corporate assets,	and	unjust	enrichment.

The	Company	believes	the	claims	are	without	merit	and	intends	to	vigorously	defend	all	claims	asserted.

Voluntary	Disclosure	of	Certain	Possible	Sanctions	Law	Violations: 	On	February	2,	2017,	CSC	submitted	an	initial	notification	of	voluntary	disclosure	to the	U.S.	Department	of	Treasury,	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. The	Company	has	substantially	completed	its	internal	investigation,	and	has	requested	a	meeting	with	OFAC	to	report	its	findings.

In	addition	to	the	matters	noted	above,	the	Company	is	currently	subject	in	the	normal	course	of	business	to	various	claims	and	contingencies	arising from,	among	other	things,	disputes	with	customers,	vendors,	employees,	contract	counterparties	and	other	parties,	as	well	as	securities	matters, environmental	matters,	matters	concerning	the	licensing	and	use	of	intellectual	property,	and	inquiries	and	investigations	by	regulatory	authorities	and government	agencies.	Some	of	these	disputes	involve	or	may	involve	litigation.	The	financial	statements	reflect	the	treatment	of	claims	and	contingencies based	on	management's	view	of	the	expected	outcome.	DXC	consults	with	outside	legal	counsel	on	issues	related	to	litigation	and	regulatory	compliance and	seeks	input	from	other	experts	and	advisors	with	respect	to	matters	in	the	ordinary	course	of	business.	Although	the	outcome	of	these	and	other matters	cannot	be	predicted	with	certainty,	and	the	impact	of	the	final	resolution	of	these	and	other	matters	on	the	Company's	results	of	operations	in	a particular	subsequent	reporting	period	could	be	material	and	adverse,	management	does	not	believe	based	on	information	currently	available	to	the Company,	that	the	resolution	of	any	of	the	matters	currently	pending	against	the	Company	will	have	a	material	adverse	effect	on	the	financial	position	of the	Company	or	the	ability	of	the	Company	to	meet	its	financial	obligations	as	they	become	due.	Unless	otherwise	noted,	the	Company	is	unable	to determine	at	this	time	a	reasonable	estimate	of	a	possible	loss	or	range	of	losses	associated	with	the	foregoing	disclosed	contingent	matters.

# Note	22	-	Reconciliation	of	Previously	Reported	Amounts	to	Recast	Financial	Statements

As	described	under	"Recent	Accounting	Pronouncements"	in	Note	1–Summary	of	Significant	Accounting	Policies,"	during	fiscal	2019	the	Company adopted	ASU	2016-15.	The	adoption	of	this	standard	requires	the	Company	to	recast	each	prior	period	presented	consistent	with	the	new	guidance.	A reconciliation	of	the	amounts	previously	reported	within	Exhibit	99.1	to	the	Company's	Current	Report	on	Form	8-K	filed	with	the	Securities	and	Exchange Commission	on	August	16,	2018

to	those	as	adjusted	within	the	accompanying	financial	statements	is	shown	in	the	tables	below	for	selected	financial	amounts:

|  | As	Previously | Adoption	of	ASU	2016- |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | Reported | 15 | As\tAdjusted |
| Decrease\t(increase)\tin\treceivables | $74 | $(538) | $(464) |
| Net\tcash\tprovided\tby\toperating\tactivities | $3,105 | $(538) | $2,567 |
| Deferred\tpurchase\tprice\treceivable | $147 | $538 | $685 |
| Net\tcash\tprovided\tby\tinvesting\tactivities | $181 | $538 | $719 |

|  | As	Previously | Adoption	of	ASU	2016- |  |
| :--- | :--- | :--- | :--- |
| (in\tmillions) | Reported | 15 | As\tAdjusted |
| Decrease\t(increase)\tin\treceivables | $193 | $(218) | $(25) |
| Net\tcash\tprovided\tby\toperating\tactivities | $837 | $(218) | $619 |
| Deferred\tpurchase\tprice\treceivable | $141 | $218 | $359 |
| Net\tcash\tused\tin\tinvesting\tactivities | $(783) | $218 | $(565) |

# Note	23	-	Subsequent	Events

No	events,	other	than	those	described	in	these	notes,	have	occurred	that	would	require	recognition	or	disclosure	in	the	consolidated	financial	statements.

# ITEM	8.	Supplementary	Data

All	financial	statement	schedules	have	been	omitted	since	they	are	either	not	required,	not	applicable,	or	the	required	information	is	shown	in	the	financial statements	or	related	notes.	As	a	result	of	the	USPS	Separation,	the	statement	of	operations,	balance	sheets,	and	related	financial	information	reflect USPS's	operations,	assets	and	liabilities	as	discontinued	operations.	See	Note	3	-	"Divestitures".

# Selected	Quarterly	Financial	Data	(Unaudited)

| (in	millions,	except	per-share	amounts) | 1st	Quarter | 2nd	Quarter | 3rd	Quarter | 4th	Quarter |
| :--- | :--- | :--- | :--- | :--- |
| Revenues | $5,282 | $5,013 | $5,178 | $5,280 |
| Costs\tof\tservices\t(excludes\tdepreciation\tand\tamortization\tand\trestructuring\tcosts) | 3,867 | 3,518 | 3,725 | 3,836 |
| Gross\tprofit |  |  |  |  |
|  | $1,415 | $1,495 | $1,453 | $1,444 |
| Restructuring\tcosts | $185 | $157 | $76 | $47 |
| Income\tfrom\tcontinuing\toperations\tbefore\ttaxes | $360 | $332 | $469 | $354 |
| Income\tfrom\tcontinuing\toperations,\tnet\tof\ttaxes | $231 | $259 | $466 | $271 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | $35 | $— | $— | $— |
| Net\tincome\tattributable\tto\tDXC\tcommon\tshareholders | $259 | $262 | $462 | $274 |
| Earnings\tper\tcommon\tshare(1) |  |  |  |  |
| Basic: |  |  |  |  |
| Continuing\toperations | $0.79 | $0.93 | $1.68 | $1.02 |
| Discontinued\toperations | $0.12 | $— | $— | $— |
| Diluted: |  |  |  |  |
| Continuing\toperations | $0.78 | $0.92 | $1.66 | $1.01 |
| Discontinued\toperations | $0.12 | $— | $— | $— |
| Cash\tdividend\tper\tcommon\tshare | $0.19 | $0.19 | $0.19 | $0.19 |

| (in	millions,	except	per-share	amounts) |  | 2nd	Quarter | 3rd	Quarter | 4th	Quarter |
| :--- | :--- | :--- | :--- | :--- |
| Revenues | $5,236 | $5,453 | $5,460 | $5,584 |
| Costs\tof\tservices\t(excludes\tdepreciation\tand\tamortization\tand\trestructuring\tcosts) | 4,309 | 3,870 | 4,051 | 4,087 |
| Gross\tprofit | $927 | $1,583 | $1,409 | $1,497 |
| Restructuring\tcosts | $187 | $188 | $210 | $204 |
| Income\tfrom\tcontinuing\toperations\tbefore\ttaxes | $91 | $284 | $341 | $588 |
| Income\tfrom\tcontinuing\toperations,\tnet\tof\ttaxes | $108 | $205 | $706 | $527 |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttaxes | $65 | $60 | $73 | $38 |
| Net\tincome\tattributable\tto\tCSC\tcommon\tshareholders | $159 | $256 | $776 | $560 |
| Earnings\tper\tcommon\tshare(1) |  |  |  |  |
| Basic: |  |  |  |  |
| Continuing\toperations | $0.33 | $0.69 | $2.46 | $1.83 |
| Discontinued\toperations | $0.23 | $0.21 | $0.26 | $0.13 |
| Diluted: |  |  |  |  |
| Continuing\toperations | $0.33 | $0.67 | $2.43 | $1.80 |
| Discontinued\toperations | $0.22 | $0.21 | $0.25 | $0.13 |
| Cash\tdividend\tper\tcommon\tshare | $0.18 | $0.18 | $0.18 | $0.18 |

(1)	Quarterly	EPS	amounts	may	not	total	to	the	full-year	EPS.	EPS	is	calculated	based	on	weighted	average	shares	outstanding	for	the	period.	Quarterly	weighted	average shares	may	not	equal	the	full-year	weighted	average	shares	for	the	fiscal	year.

# ITEM	9.	CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE

# ITEM	9A.	CONTROLS	AND	PROCEDURES

# Evaluation	of	Disclosure	Controls	and	Procedures

Under	the	direction	and	with	the	participation	of	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	we	have	evaluated	the	effectiveness	of	the	design and	operation	of	our	disclosure	controls	and	procedures,	as	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Securities	Exchange	Act	of	1934,	as amended,	as	of	the	end	of	the	period	covered	by	this	report	to	ensure	that	information	required	to	be	disclosed	by	us	in	the	SEC	reports	(i)	is	recorded, processed,	summarized	and	reported,	within	the	time	periods	specified	in	the	SEC's	rules	and	forms	and	(ii)	is	accumulated	and	communicated	to	our management,	including	the	principal	executive	and	principal	financial	officers,	or	persons	performing	similar	functions,	as	appropriate,	to	allow	timely decisions	regarding	required	disclosure.

Based	on	this	evaluation,	the	Chief	Executive	Officer	and	Chief	Financial	Officer	have	concluded	that	DXC's	disclosure	controls	and	procedures	were effective	as	of	the	end	of	the	period	covered	by	this	report	and	that	our	financial	statements	for	the	periods	covered	by	and	included	in	this	Annual	Report are	fairly	stated	in	all	material	respects	in	accordance	with	generally	accepted	accounting	principles	in	the	United	States	of	America	for	each	of	the periods	presented	herein.

# Management's	Report	on	Internal	Control	over	Financial	Reporting

Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting.	Internal	control	over	financial	reporting is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for external	purposes	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

Our	internal	control	over	financial	reporting	includes	policies	and	procedures	that	(i)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail, accurately	and	fairly	reflect	transactions	and	dispositions	of	assets;	(ii)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	for preparation	of	our	financial	statements	and	receipts	and	expenditures	are	being	made	only	in	accordance	with	authorization	of	management	and	the directors	of	DXC;	and	(iii)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use	or	disposition	of	our assets	that	could	have	a	material	effect	on	our	financial	statements.	Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	controls	may	become inadequate	because	of	changes	in	conditions,	or	the	degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

Management	assessed	the	effectiveness	of	our	internal	control	over	financial	reporting	based	on	the	criteria	and	framework	established	in Internal	Control -	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	Based	on	this	evaluation, management	concluded	that	our	internal	control	over	financial	reporting	was	effective	as	of	March	31,	2019.

During	the	year	DXC	made	eight	acquisitions	with	acquisition	dates	ranging	from	April	4,	2018	to	February	15,	2019	that	were	excluded	from management's	assessment	of	internal	control	over	financial	reporting.	The	combined	financial	statements	of	these	eight	acquisitions	constitute	1.1%	of total	assets	and	1.2%	of	revenues	of	the	consolidated	financial	statement	amounts	as	of	and	for	the	year	ended	March	31,	2019.

The	effectiveness	of	DXC's	internal	control	over	financial	reporting	as	of	 March	31,	2019	has	been	audited	by	Deloitte	&	Touche	LLP,	an	independent registered	public	accounting	firm,	as	stated	in	their	report	appearing	on	page	139	of	this	Annual	Report.

# Changes	in	Internal	Controls	Over	Financial	Reporting

There	were	no	changes	in	our	internal	control	over	financial	reporting	during	fiscal	2019	that	have	materially	affected,	or	are	reasonably	likely	to	materially affect,	our	internal	control	over	financial	reporting.

# Opinion	on	Internal	Control	over	Financial	Reporting

We	have	audited	the	internal	control	over	financial	reporting	of	DXC	Technology	Company	and	subsidiaries	(the	"Company")	as	of	March	31,	2019,	based on	criteria	established	in	Internal	Control	-	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway Commission	(COSO).	In	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	March	31, 2019,	based	on	criteria	established	in	Internal	Control	-	Integrated	Framework	(2013)	issued	by	COSO.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States)	(PCAOB),	the	consolidated financial	statements	as	of	and	for	the	year	ended	March	31,	2019,	of	the	Company	and	our	report	dated	June	12,	2019,	expressed	an	unqualified	opinion on	those	financial	statements.

As	described	in	Management's	Report	on	Internal	Control	over	Financial	Reporting,	during	the	year	DXC	made	eight	acquisitions	with	acquisition	dates ranging	from	April	4,	2018	to	February	15,	2019	that	were	excluded	from	management's	assessment	of	internal	control	over	financial	reporting.	The combined	financial	statements	of	these	eight	acquisitions	constitute	1.1%	of	total	assets	and	1.2%	of	revenues	of	the	consolidated	financial	statement amounts	as	of	and	for	the	year	ended	March	31,	2019.	Accordingly,	our	audit	did	not	include	the	internal	control	over	financial	reporting	at	these	eight acquisitions.

The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment	of	the	effectiveness	of internal	control	over	financial	reporting,	included	in	the	accompanying	Management's	Report	on	Internal	Control	over	Financial	Reporting.	Our responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.	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	and	the	PCAOB.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	and	perform	the	audit	to	obtain reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit	included obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the design	and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in the	circumstances.	We	believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

# Definition	and	Limitations	of	Internal	Control	over	Financial	Reporting

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal control	over	financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of compliance	with	the	policies	or	procedures	may	deteriorate.

# ITEM	9B.	OTHER	INFORMATION

Certain	information	required	by	Part	III	is	omitted	from	this	Annual	Report	on	Form	10-K	and	is	incorporated	herein	by	reference	to	the	definitive	proxy statement	with	respect	to	our	2018	Annual	Meeting	of	Stockholders	(the	"2018	Proxy	Statement"),	which	we	will	file	with	the	Securities	and	exchange Commission	no	later	than	120	days	after	the	end	of	the	fiscal	year	covered	by	this	Annual	Report.

# ITEM	10.	DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

Information	relating	to	our	executive	officers	appears	in	Part	I,	Item	I	of	this	Annual	Report	on	Form	10-K	under	the	heading	"Information	About	Our Executive	Officers."

Other	information	required	by	this	item	will	appear	under	the	headings	"Proposal	1-Election	of	Directors",	"Section	16(a)	Beneficial	Ownership	Reporting Compliance",	"Corporate	Governance",	and	"Additional	Information-Business	for	2019	Annual	Meeting"	in	our	2019	Proxy	Statement,	which	will	be	filed with	the	SEC	pursuant	to	Regulation	14A	not	later	than	120	days	after	March	31,	2019,	and	such	information	is	incorporated	herein	by	reference.

We	have	a	written	Code	of	Business	Conduct	that	applies	to	our	Chief	Executive	Officer,	Chief	Financial	Officer	and	our	Principal	Accounting	Officer	and every	other	officer	and	employee	of	DXC.	Our	Code	of	Business	Conduct	is	available	on	our	website,	www.dxc.technology,	under	the	heading	Leadership and	Governance.	If	any	amendment	to,	or	a	waiver	from,	a	provision	of	the	Code	Business	Conduct	is	made,	we	intend	to	disclose	such	information	on our	website	within	four	business	days.

# ITEM	11.	EXECUTIVE	COMPENSATION

Information	required	by	this	item	will	appear	in	our	2019	Proxy	Statement	under	the	headings	"Executive	Compensation"	and	"Corporate	Governance" and	are	incorporated	herein	by	reference.

# ITEM	12.	SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS

The	following	table	gives	information	about	our	common	stock	that	may	be	issued	under	our	equity	compensation	plans	as	of	 March	31,	2019.	See	Note 15	-	"Stock	Incentive	Plans"	of	the	consolidated	financial	statements	included	herein	for	information	regarding	the	material	features	of	these	plans.

| Plan	Category | (a) | (b) | (c) |
| :--- | :--- | :--- | :--- |
| Equity\tcompensation\tplans\tapproved\tby\nsecurity\tholders | 5,204,293 | 13.54 | 21,937,273 |
| Equity\tcompensation\tplans\tnot\tapproved\nby\tsecurity\tholders | — | — | — |
| Total | 5,204,293 | — | 21,937,273 |

Other	information	required	by	this	Item	will	appear	in	the	2019	Proxy	Statement	under	the	heading	"Security	Ownership,"	which	section	is	incorporated	by reference.

# ITEM	13.	CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS,	AND	DIRECTOR	INDEPENDENCE

Information	required	by	this	item	will	appear	in	our	2019	Proxy	Statement	under	the	headings	"Corporate	Governance"	and	"Certain	Relationships	and Related	Transactions"	and	is	incorporated	herein	by	reference.

# ITEM	14.	PRINCIPAL	ACCOUNTING	FEES	AND	SERVICES

Information	required	by	this	item	will	appear	in	our	2019	Proxy	Statement	under	the	heading	"Proposal	2-Ratification	of	the	appointment	of	Deloitte	& Touche	LLP	as	our	independent	registered	public	accounting	firm	for	the	fiscal	year	ending	March	31,	2020-Fees"	and	is	incorporated	herein	by reference.

# ITEM	15.	EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

# (1)	Consolidated	Financial	Statements

The	financial	statements	are	included	under	Item	8	of	this	Annual	Report.	See	the	index	on	page	52.

# (2)	Exhibits

The	following	exhibits	are	filed	herewith	unless	otherwise	indicated.

2.2 First	Amendment	to	Agreement	and	Plan	of	Merger,	dated	as	of	November	2,	2016,	by	and	among	Computer	Sciences	Corporation,	Hewlett	Packard Enterprise	Company,	Everett	SpinCo,	Inc.	(now	known	as	DXC	Technology	Company),	New	Everett	Merger	Sub	Inc.	and	Everett	Merger	Sub	Inc. (incorporated	by	reference	to	Exhibit	2.1	to	Hewlett	Packard	Enterprise	Company's	Current	Report	on	Form	8-K	(filed	November	2,	2016)	(file	no.	001- 37483))

2.3 Second	Amendment	to	Agreement	and	Plan	of	Merger,	dated	as	of	December	6,	2016,	by	and	among	Hewlett	Packard	Enterprise	Company,	Computer Sciences	Corporation,	Everett	SpinCo,	Inc.	(now	known	as	DXC	Technology	Company),	Everett	Merger	Sub	Inc.	and	New	Everett	Merger	Sub	Inc. (incorporated	by	reference	to	Exhibit	2.3	to	Amendment	No.	1	to	Form	10	of	Everett	SpinCo,	Inc.	(filed	December	7,	2016)	(file	no.	000-55712))

2.4 Separation	and	Distribution	Agreement,	dated	May	24,	2016,	between	Hewlett	Packard	Enterprise	Company	and	Everett	SpinCo,	Inc.	(now	known	as DXC	Technology	Company)	(incorporated	by	reference	to	Exhibit	2.2	to	Hewlett	Packard	Enterprise	Company's	Form	8-K	(filed	May	26,	2016)	(file	no. 001-37483))

2.5 First	Amendment	to	the	Separation	and	Distribution	Agreement,	dated	November	2,	2016,	by	and	between	Hewlett	Packard	Enterprise	Company	and Everett	SpinCo,	Inc.	(now	known	as	DXC	Technology	Company)	(incorporated	by	reference	to	Exhibit	2.2	to	Hewlett	Packard	Enterprise	Company's Form	8-K	(filed	November	2,	2016)	(file	no.	001-37483))

2.6 Second	Amendment	to	the	Separation	and	Distribution	Agreement,	dated	December	6,	2016,	by	and	between	Hewlett	Packard	Enterprise	Company	and Everett	SpinCo,	Inc.	(now	known	as	DXC	Technology	Company)(incorporated	by	reference	to	Exhibit	2.6	to	Everett	SpinCo,	Inc.'s	Amendment	No.	1	to Form	10	(filed	December	7,	2016)	(file	no.	000-55712))

2.7 Third	Amendment	to	the	Separation	and	Distribution	Agreement,	dated	January	27,	2017,	by	and	between	Hewlett	Packard	Enterprise	Company	and Everett	SpinCo,	Inc.	(now	known	as	DXC	Technology	Company)	(incorporated	by	reference	to	Exhibit	2.7	to	Everett	SpinCo	Inc.'s	Form	10	(filed February	14,	2017)	(file	no.	000-55712))

2.8 Fourth	Amendment	to	the	Separation	and	Distribution	Agreement,	dated	March	31,	2017,	by	and	between	Hewlett	Packard	Enterprise	Company	and Everett	SpinCo,	Inc.	(now	known	as	DXC	Technology	Company)	(incorporated	by	reference	to	Exhibit	2.6	to	DXC	Technology	Company's	Form	8-K (filed	April	6,	2017)	(file	no.	001-38033))

2.9 Employee	Matters	Agreement,	dated	as	of	March	31,	2017,	by	and	among	the	Computer	Sciences	Corporation,	Hewlett	Packard	Enterprise	Company and	Everett	SpinCo,	Inc.	(now	known	as	DXC	Technology	Company)	(incorporated	by	reference	to	Exhibit	2.1	to	DXC	Technology	Company's	Form	8-K (filed	April	6,	2017)	(file	no.	001-38033))

4.3 Second	Supplemental	Indenture,	dated	as	of	August	9,	2017,	between	DXC	Technology	Company	and	U.S.	Bank	National	Association,	as	trustee (incorporated	by	reference	to	Exhibit	4.1	to	DXC	Technology	Company's	Form	8-K	(filed	August	9,	2017)	(file	no.	001-38033))

4.4 Third	Supplemental	Indenture,	dated	as	of	August	9,	2017,	between	DXC	Technology	Company	and	U.S.	Bank	National	Association,	as	trustee (incorporated	by	reference	to	Exhibit	4.2	to	DXC	Technology	Company's	Form	8-K	(filed	August	9,	2017)	(file	no.	001-38033))

4.5 Fourth	Supplemental	Indenture,	dated	as	of	August	17,	2017,	between	DXC	Technology	Company	and	U.S.	Bank	National	Association,	as	trustee (incorporated	by	reference	to	Exhibit	4.2	to	DXC	Technology	Company's	Form	8-K	(filed	August	17,	2017)	(file	no.	001-38033))

4.6 Fifth	Supplemental	Indenture,	dated	February	7,	2018,	between	DXC	technology	Company	and	U.S.	Bank	National	Association,	as	trustee (incorporated	by	reference	to	Exhibit	4.5	to	DXC	Technology	Company's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	December	31,	2017	(filed February	9,	2018)	(file	no.	001-38033))

4.7 Sixth	Supplemental	Indenture,	dated	March	15,	2018,	among	DXC	Technology	Company,	U.S.	Bank	National	Association,	as	trustee,	and	Elavon Financial	Services	DAC,	UK	Branch,	as	paying	agent	(incorporated	by	reference	to	Exhibit	4.1	to	DXC	Technology	Company's	Form	8-K	(filed	March 15,	2018)	(file	no.	001-38033))

10.5 Amendment	No.	4	dated	as	of	October	11,	2018	to	the	Amended	and	Restated	Credit	Agreement	dated	October	11,	2013,	among	DXC	Technology Company,	the	financial	institutions	listed	therein,	and	Citibank,	N.A.,	as	Agent	(incorporated	by	reference	to	Exhibit	10.9	to	DXC	Technology	Company's Quarterly	Report	on	Form	10-Q	(filed	November	8,	2018)	(file	no.	001-38033))

10.6 Incremental	Assumption	Agreement,	dated	as	of	June	15,	2016,	by	and	among	Computer	Sciences	Corporation,	the	incremental	lenders	party	thereto and	Citibank,	N.A.	as	administrative	agent	(incorporated	by	reference	to	Exhibit	10.3	to	Computer	Sciences	Corporation's	Quarterly	Report	on	Form	10- Q	for	the	fiscal	quarter	ended	July	1,	2016	(filed	August	9,	2016)	(file	no.	001-04850))

10.7 Second	Incremental	Assumption	Agreement,	dated	as	of	July	25,	2016,	by	and	among	Computer	Sciences	Corporation,	the	incremental	lenders	party thereto	and	Citibank,	N.A.	as	Administrative	Agent	(incorporated	by	reference	to	Exhibit	10.5	to	DXC	Technology	Company's	Annual	Report	on	Form 10-K	(filed	May	29,	2018)	(file	no.	001-38033))

10.9 Fourth	Incremental	Assumption	Agreement,	dated	as	of	April	3,	2017,	by	and	among	DXC	Technology	Company,	the	incremental	lenders	party	thereto and	Citibank,	N.A.	as	administrative	agent	(incorporated	by	reference	to	Exhibit	10.8	to	DXC	Technology	Company's	Annual	Report	on	Form	10-K	(filed May	29,	2018)	(file	no.	001-38033))

10.11 Sixth	Incremental	Assumption	Agreement	dated	September	26,	2018,	by	and	among	the	DXC	Technology	Company	and	the	incremental	lenders	party thereto	and	consented	to,	with	respect	to	the	New	Lender	(as	defined	therein)	only,	by	the	Swing	Line	Banks	(as	defined	in	the	Revolving	Credit Agreement)	party	thereto	and	consented	to,	with	respect	to	the	New	Lender	only,	and	accepted	by	Citibank,	as	administrative	agent	(incorporated	by reference	to	Exhibit	10.4	to	DXC	Technology	Company's	Current	Report	on	Form	8-K	(filed	September	27,	2018)	(file	no.	001-38033))

10.15 Syndicated	Facility	Agreement,	dated	as	of	November	27,	2018,	by	and	among	DXC	Technology	Australia	Pty	Limited,	as	initial	borrower,	the	other borrowers	from	time	to	time	party	thereto,	DXC	Technology	Company,	as	guarantor,	the	other	guarantors	from	time	to	time	party	thereto,	the	lenders from	time	to	time	party	thereto	and	Mizuho	Bank,	Ltd.,	as	administrative	agent	(incorporated	by	reference	to	Exhibit	10.1	to	DXC	Technology	Company's Current	Report	on	Form	8-K	(filed	November	30,	2018)	(file	no.	001-38033))

10.24 Master	Accounts	Receivable	Purchase	Agreement,	dated	as	of	July	14,	2017	between	Enterprise	Services	LLC	and	The	Bank	of	Tokyo	Mitsubishi	UFJ, Ltd.	(incorporated	by	reference	to	Exhibit	10.2	to	DXC	Technology	Company's	Form	8-K	(filed	July	19,	2017)	(file	no.	001-38033))

10.25 Guaranty,	dated	as	of	July	14,	2017	between	DXC	Technology	Company	and	The	Bank	of	Tokyo	Mitsubishi	UFJ,	Ltd.	(incorporated	by	reference	to Exhibit	10.1	to	DXC	Technology	Company's	Form	8-K	(filed	July	19,	2017)	(file	no.	001-38033))

10.26 Amendment	No.	1	dated	as	of	January	23,	2018	to	the	Master	Accounts	Receivable	Purchase	Agreement	dated	as	of	July	14,	2017	between	Enterprise Services	LLC	and	The	Bank	of	Tokyo	Mitsubishi	UFJ,	Ltd	(incorporated	by	reference	to	Exhibit	10.12	to	DXC	Technology	Company's	Annual	Report	on Form	10-K	(filed	May	29,	2018)	(file	no.	001-38033))

10.27 Purchase	and	Sale	Agreement	dated	as	of	December	21,	2016,	among	Computer	Sciences	Corporation,	as	Contributing	Originator	and	Servicer, Alliance-One	Services,	Inc.,	CSC	Agility	Platform,	Inc.,	CSC	Consulting,	Inc.,	CSC	Cybertek	Corporation,	Mynd	Corporation	and	PDA	Software	Services LLC,	as	Originators,	and	CSC	Receivables	LLC,	as	Buyer	(incorporated	by	reference	to	Exhibit	10.1	to	Computer	Sciences	Corporation	's	Current Report	on	Form	8-K	(filed	December	23,	2016)	(file	no.	001-04850))

10.28 First	Amendment	to	the	Purchase	and	Sale	Agreement	dated	as	of	August	22,	2018,	among	Computer	Sciences	Corporation,	as	Contributing	Originator and	Servicer,	Alliance-One	Services,	Inc.,	CSC	Agility	Platform,	Inc.,	CSC	Consulting,	Inc.,	CSC	Cybertek	Corporation,	Mynd	Corporation,	DXC Technology	Services	LLC	and	PDA	Software	Services	LLC,	as	Originators,	and	CSC	Receivables	LLC,	as	Buyer	(incorporated	by	reference	to	Exhibit 10.1	to	DXC	Technology	Company's	Current	Report	on	Form	8-K	(filed	August	27,	2018)	(file	no.	001-38033))

10.29 Second	Amendment	to	the	Purchase	and	Sale	Agreement	dated	as	of	September	24,	2018,	among	Computer	Sciences	Corporation,	as	Exiting Originator	and	Exiting	Servicer,	Alliance-One	Services,	Inc.,	CSC	Agility	Platform,	Inc.,	CSC	Consulting,	Inc.,	CSC	Cybertek	Corporation,	Mynd Corporation	and	PDA	Software	Services	LLC,	as	Exiting	Originators,	DXC	Technology	Services	LLC,	as	Originator,	DXC	Technology	Company,	as Servicer,	and	DXC	Receivables	LLC	(f/k/a	CSC	Receivables	LLC),	as	Buyer	(incorporated	by	reference	to	Exhibit	10.1	to	DXC	Technology	Company's Current	Report	on	Form	8-K	(filed	September	27,	2018)	(file	no.	001-38033))

10.30 Receivables	Purchase	Agreement	dated	as	of	December	21,	2016,	among	Computer	Sciences	Corporation,	as	Servicer,	CSC	Receivables	LLC,	as Seller,	the	persons	from	time	to	time	party	thereto	as	Purchasers	and	group	agents,	PNC	Bank,	National	Association,	as	Administrative	Agent	and	PNC Capital	Markets	LLC,	as	Structuring	Agent	(incorporated	by	reference	to	Exhibit	10.2	to	Computer	Sciences	Corporation's	Current	Report	on	Form	8-K (filed	December	23,	2016)	(file	no.	001-04850))

10.31 Third	Amendment	to	the	Receivables	Purchase	Agreement	dated	as	of	August	22,	2018,	among	Computer	Sciences	Corporation,	as	Servicer,	CSC Receivables	LLC,	as	seller,	the	persons	from	time	to	time	party	thereto	as	Purchasers	and	group	agents,	and	PNC	Bank,	National	Association,	as Administrative	Agent.	(incorporated	by	reference	to	Exhibit	10.2	to	DXC	Technology	Company's	Current	Report	on	Form	8-K	(filed	August	27,	2018)	(file no.	001-38033))

10.37* DXC	Technology	Company	2017	Non-Employee	Director	Compensation	Plan	(incorporated	by	reference	to	Exhibit	4.4	to	the	Company's	Registration Statement	on	Form	S-8	(filed	March	31,	2017)	(file	no.	333-217053))

10.39* DXC	Technology	Company	Deferred	Compensation	Plan	(incorporated	by	reference	to	Exhibit	4.4	to	the	Company's	Registration	Statement	on	Form	S- 8	(filed	March	31,	2017)	(file	no.	333-217054))

10.40* Amendment	to	DXC	Technology	Company	Deferred	Compensation	Plan	(incorporated	by	reference	to	Exhibit	10.4	to	the	Company's	Quarterly	Report on	Form	10-Q	for	the	period	ended	September	30,	2017	(filed	November	8,	2017)	(file	no.	001-38033))

10.41* Form	of	Stock	Option	Award	under	the	DXC	Technology	Company	2017	Omnibus	Incentive	Plan	(incorporated	by	reference	to	Exhibit	10.4	to	the Company's	Periodic	Report	on	Form	8-K	(filed	April	6,	2017)	(file	no.	001-38033))

10.42* Form	of	Performance	Based	Restricted	Stock	Unit	Award	under	the	DXC	Technology	Company	2017	Omnibus	Incentive	Plan	(incorporated	by reference	to	Exhibit	10.5	to	the	Company's	Periodic	Report	on	Form	8-K	(filed	April	6,	2017)	(file	no.	001-38033))

10.43* Form	of	Service	Based	Restricted	Stock	Unit	Award	under	the	DXC	Technology	Company	2017	Omnibus	Incentive	Plan	(incorporated	by	reference	to Exhibit	10.6	to	the	Company's	Periodic	Report	on	Form	8-K	(filed	April	6,	2017)	(file	no.	001-38033))

10.44* Form	of	Restricted	Stock	Unit	Agreement	under	the	DXC	Technology	Company	2017	Non-Employee	Director	Incentive	Plan	(incorporated	by	reference to	Exhibit	10.7	to	the	Company's	Periodic	Report	on	Form	8-K	(filed	April	6,	2017)	(file	no.	001-38033))

10.45* Supplemental	Performance	Based	Restricted	Stock	Unit	Award	to	J.	Michael	Lawrie	dated	June	15,	2017	(incorporated	by	reference	to	Exhibit	10.7	to the	Company's	Quarterly	Report	on	Form	10-Q	for	the	period	ended	June	30,	2017	(filed	August	9,	2017)	(file	no.	001-38033))

10.46* DXC	Technology	Company	Severance	Plan	for	Senior	Management	and	Key	Employees	(incorporated	by	reference	to	Exhibit	10.11	to	the	Company's Periodic	Report	on	Form	8-K	(filed	April	6,	2017)	(file	no.	001-38033))

10.47* Amendment	to	the	DXC	Technology	Corporation	Severance	Plan	for	Senior	Management	and	Key	Employees	(incorporated	by	reference	to	Exhibit 10.2	to	DXC	Technology	Company's	Quarterly	Report	on	Form	10-Q	(filed	November	8,	2018)	(file	no.	001-38033))

10.48* Employment	Agreement	with	J.	Michael	Lawrie	dated	February	7,	2012	(incorporated	by	reference	to	Exhibit	10.1	to	Computer	Sciences	Corporation's Form	8-K	(filed	February	8,	2012)	(file	no.	001-4850))

10.51* Amendment	to	the	CEO	Employment	Agreement	dated	August	15,	2018,	between	J.	Michael	Lawrie	and	the	Company	(incorporated	by	reference	to Exhibit	10.1	to	DXC	Technology	Company's	Current	Report	on	Form	8-K	(filed	August	20,	2018)	(file	no.	001-38033))

10.52* Form	of	Director	Indemnification	Agreement	(incorporated	by	reference	to	Exhibit	10.16	to	the	Company's	Periodic	Report	on	Form	8-K	(filed	April	6, 2017)	(file	no.	001-38033))

10.53* Form	of	Career	Share	Restricted	Stock	Unit	Award	under	the	DXC	Technology	Company	2017	Omnibus	Incentive	Plan	(incorporated	by	reference	to Exhibit	10.45	to	DXC	Technology	Company's	Annual	Report	on	Form	10-K	(filed	May	29,	2018)	(file	no.	001-38033))

31.1 Section	302	Certification	of	the	Chief	Executive	Officer

31.2 Section	302	Certification	of	the	Chief	Financial	Officer

32.1 Section	906	Certification	of	Chief	Executive	Officer

# SIGNATURES

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf	by	the undersigned,	thereunto	duly	authorized.

Name: Paul	N.	Saleh

Title: Executive	Vice	President	and	Chief	Financial	Officer

Pursuant	to	the	requirements	of	the	Securities	and	Exchange	Act	of	1934,	this	report	has	been	signed	by	the	following	persons	on	behalf	of	the	Registrant and	in	the	capacities	and	on	the	dates	indicated:

# Robert	F.	Woods



Question: in fiscal 2018 what percentage of total costs and expenses was selling general and administrative ( excludes depreciation and amortization and restructuring costs ) ?
Answer: 9%