What changed in this filing

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Item 1. Business

2023-05-19 compared with 2022-05-26 · 71 added, 75 removed, 162 unchanged (47% of the section changed)

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We deliver excellence for our customers and colleagues around the world.

Our more than 130,000 people in approximately 70 countries are entrusted by our customers, nearly half of today’s Fortune 500 companies, to provide solutions across the Enterprise Technology Stack for new levels of performance, scale and competitiveness.

Our more than 130,000 people in approximately 70 countries are entrusted by our customers, who represent approximately half of today’s Fortune 500 companies.

We operate through two segments:

Global Business Services ("GBS") and Global Infrastructure Services ("GIS"), to provide solutions across our six differentiated offerings that modernize operations and drive innovation across our customers' entire IT estate.

DXC was formed on April 1, 2017 by the merger of CSC and HPES (the "HPES Merger").

Transformation Journey

DXC's transformation journey focuses on building stronger relationships with customers, its people, and unlocking value across the Enterprise Technology Stack.

DXC's transformation journey focuses on building stronger relationships with customers, its people, and unlocking value across our six offerings.

Key transformation journey priorities include:

• Inspire and Take Care of our Colleagues – Ensuring the health and safety of our people is a top priority, especially in the current environment

Continuing to bring in new technology, account and delivery talent across the world, and making investments that recognize and reward our people

• Inspire and Take Care of our Colleagues – Continuing to bring in new technology, account and delivery talent across the world, and making investments that recognize and reward our people

• Focus on Customers – Strengthening our customer relationships and ensuring we are proactively delivering for customers

• Optimize Costs – Optimizing value to better serve our customers by eliminating confusion and complexity

• Seize the Market – Seizing the market opportunity by cross-selling and expanding what we do with our customers across the Enterprise Technology Stack

• Seize the Market – Seizing the market opportunity by cross-selling and expanding what we do with our customers across the six offerings

• Financial Foundation – Unlocking value by pursuing strategic alternatives, rationalizing our portfolio, and strengthening our balance sheet through creating a firm foundation that reflects our commitment to running a long-term sustainable business

The Company will continue to focus on execution of its transformation journey in the next fiscal year, with a continued focus on our people, revenue stabilization, cost optimization and winning in the market.

The Company is continuing with its portfolio shaping efforts, making the right investments and divesting assets that the Company does not believe are well integrated with its enterprise technology stack and its strategic direction in order to better focus on its strategy.

Important Acquisitions and Divestitures

During the third quarter of fiscal 2022, a subsidiary of DXC entered into a purchase agreement to sell (the "FDB Sale") its German financial services subsidiary ("FDB" or the "FDB Business") to the FNZ Group ("FNZ") for €300 million (approximately $335 million as of March 31, 2022), subject to certain adjustments.

The closing of the transaction is subject to certain conditions, including receipt of certain regulatory consents.

At March 31, 2022, FDB held approximately $572 million in cash which primarily related to customer deposit liabilities.

The Company expects to complete the FDB Sale in fiscal 2023.

The Company is continuing with its portfolio-shaping efforts, making the right investments and divesting assets that the Company does not believe are well integrated with the six offerings and its strategic direction in order to better focus on its strategy.

Important Divestitures

During the fourth quarter of fiscal 2023, DXC completed the sale of its German financial services subsidiary ("FDB" or the "FDB Business") to the FNZ Group ("FNZ") for €308 million (approximately $329 million), resulting in a pre-tax gain of approximately $215 million.

During the first quarter of fiscal 2022, DXC completed the sale of its healthcare provider software business (“HPS” or the “HPS Business”) to Dedalus Holding S.p.A.

The sale was accomplished by the cash purchase of all equity interests and assets attributable to the HPS Business for €468 million (approximately $551 million), subject to certain adjustments.

(“Dedalus”) for €468 million (approximately $551 million), resulting in a pre-tax gain on sale of $331 million.

During fiscal 2021, DXC completed the sale of its U.S.

State and Local Health and Human Services business ("HHS" or the "HHS Business") to Veritas Capital Fund Management, L.L.C.

("Veritas Capital") to form Gainwell Technologies.

The sale was accomplished by the cash purchase of all equity interests and assets attributable to the HHS Business together with future services to be provided by the Company for a total enterprise value of $5.0 billion, subject to net working capital adjustments and assumed liabilities.

During fiscal 2020, DXC completed the acquisition of Luxoft Holding, Inc., a global scale digital service provider whose offerings encompass strategic consulting, custom software development, and digital solution engineering services.

We also completed other acquisitions during fiscal 2020 to complement our offerings and to provide opportunities for future growth.

See Note 2 - "Acquisitions" and Note 3 - "Divestitures" for further information on acquisitions and divestitures.

("Veritas Capital") for approximately $5.0 billion, resulting in a pre-tax gain on sale of $2,014 million.

See Note 2 - "Divestitures" for further information on divestitures.

Segments and Services

Our reportable segments are Global Business Services ("GBS") and Global Infrastructure Services ("GIS").

Our reportable segments are GBS and GIS.

Global Business Services

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• Applications.

We use advanced technologies and methods to accelerate the creation, modernization, delivery and maintenance of high-quality, secure applications allowing customers to innovate faster while reducing risk, time to market, and total cost of ownership.

We support customers across all industries, including public sector, insurance, banking and capital markets, and automotive.

• Business process services.

We perform the integration and optimization of front and back office processes, as well as agile process automation.

This helps companies to reduce cost and minimize business disruption, human error, and operational risk while improving customer experiences.

We help simplify, modernize and accelerate mission-critical applications that support business agility and growth through our Applications services.

We are the engineers that enable our customers to take advantage of the latest digital platforms with both customized and pre-packaged applications, ensure resiliency, launch new products and enter new markets with minimal disruption.

We help customers define, execute and manage their enterprise applications strategy.

• Insurance Software and Business Process Services ("BPS").

We partner with insurance clients, to modernize and run IT systems, provide proprietary modular insurance software and platforms, and operate the full spectrum of insurance business process services.

We also help operate and continuously improve bank cards, payment and lending processes and operations, and customer experience operations.

Global Infrastructure Services

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GIS offerings include:

• Cloud and Security.

We help customers rapidly modernize by adapting legacy apps to cloud, migrate the right workloads, and effectively manage their multi-cloud environments.

Our security solutions help predict attacks, proactively respond to threats, ensure compliance and protect data, applications and infrastructure.

• IT Outsour cing ("ITO").

Our ITO services help customers securely and cost-effectively run mission-critical systems and IT infrastructure.

We manage and simplify our customers’ existing IT investments, reduce the costs to run them and provide a path for customers to move portions of their IT estates to the cloud to drive innovation and additional savings.

Our Security services help customers assess risk and proactively address all facets of the security environment, from threat intelligence to compliance.

We leverage proven methodologies, intelligent automation and industry-leading partners to tailor security solutions to customers’ unique business needs.

Our experts weave cyber resilience into IT security, operations and culture.

Whether migrating to the cloud, protecting data with a Zero Trust strategy or managing a security operations center, our Security services enable our customers to focus on their business.

• Cloud Infrastructure and IT Outsourcing (“ITO”) .

We enable customers to do Cloud Right™, making the right investments at the right time and on the right platforms.

We orchestrate hybrid cloud and multicloud environments, ensuring private and public clouds, servers and mainframes operate effectively together.

We provide companies with tailored plans for cloud migration and optimization to enable successful transformation.

We leverage our deep expertise in legacy IT and drive innovation with reliable, secure, mission-critical IT Outsourcing services – from compute and data center, to storage and backup, to network, to mainframe and to business continuity – providing a clear path to modernization.

• Modern Workplace.

We provide services to fit our customer’s employee, business and IT needs from intelligent collaboration, modern device management, digital support services, and mobility services.

Our focus on the employee experience provides a consumer-like, digital experience that fits the needs of today's professional.

Our Modern Workplace services put the employee experience first, helping them achieve new levels of productivity, engagement and collaboration while working seamlessly and securely on any device.

Organizations are empowered to deliver a consumer-like experience, centralize IT management and support services, and improve the total cost of ownership.

See Note 20 - "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.

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Environmental, Social and Governance (ESG)

In 2021, we enhanced the governance of our ESG program to include a multitiered process involving the Board of Directors, members of our executive staff and internal leadership.

Our Board of Directors provides oversight of our ESG program, enabling us to have the governance, long-term strategy and processes to manage ESG outcomes and meet the needs of our stakeholders.

The Nominating and Corporate Governance Committee of our Board of Directors has specific oversight of ESG.

The governance of DXC's ESG program is a multitiered process involving our Board of Directors (the "Board"), members of our executive staff and internal leadership.

Our Board provides oversight of our ESG program, enabling us to have the governance, long-term strategy and processes to manage ESG outcomes and meet the needs of our stakeholders.

The Nominating/Corporate Governance Committee of our Board has specific oversight of ESG.

Our ESG leadership team regularly updates the committee on ESG status and provides an update to the full board annually.

Our ESG strategy reflects our ongoing commitment to being a responsible corporate citizen.

We are proud to be part of the global movement to minimize the impact of climate change on the world, and we are dedicated to driving sustainable growth by setting ambitious, science-based emissions reduction targets in the next two years.

We strive to minimize our impact on the environment and improve resource efficiency in the areas of energy consumption, data center management and travel and transportation.

Our conservation efforts are supported in part by our shift to a virtual-first operating model, which enables our workforce to be largely remote and helps us reduce our greenhouse gas emissions and our overall energy consumption.

DXC has been a signatory of the UN Global Compact ("UNGC") since the inception of our Company, and we are committed in our alignment with the UNGC's Ten Principles for responsible business practices.

We are proud to be part of the global movement to reduce the impact of climate change on the world, and we are dedicated to driving sustainable growth by setting ambitious, science-based emissions reduction targets.

We strive to reduce our impact on the environment and improve resource efficiency in the areas of energy consumption, data center management and travel and transportation.

Our conservation efforts are supported in part by our shift to a virtual-first operating model, which enables our workforce to be largely remote and helps us reduce our overall energy consumption, which in turn helps to reduce our greenhouse gas emissions.

While the virtual-first model mainly helps reduce the size of our office footprint, we are also pursuing efficiency programs for data centers and data center rationalization programs to reduce energy consumption.

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In response to shifting customer demand, we offer a number of products and services that can have a significant impact on our customers’ sustainability objectives, delivering climate-related benefits far greater than what we could achieve alone through our internal carbon-reduction efforts.

Offerings such as DXC Modern Workplace, cloud migration services and data-driven sustainability services directly reduce carbon emissions for our customers.

Offerings such as DXC Modern Workplace, cloud migration services and data-driven sustainability services can directly reduce carbon emissions for our customers, based on reports from our customers.

Additional information about our ESG initiatives is available on our website at http://dxc.com/us/en/about-us/corporate-responsibility .

The information on our website is not incorporated by reference into, and is not a part of, this report.

The information on our website, including our voluntary ESG-related reporting, is not incorporated by reference into, and is expressly not a part of, this report.

Environmental Regulation

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We value our people and take various actions for employee engagement.

We assess employee engagement at least annually through a global engagement survey.

During the past surveys, we have approximately 80% of our people participating in the survey with an employee engagement score measuring above 70%, and employees rated DXC highly on career path, communication, and culture.

Based on feedback received through periodic engagement surveys, management has implemented several initiatives to improve the employee experience through rewards and recognition, open communications and process improvement.

Various platforms like Global Talent Management, Coaching & Mentoring, Career Development programs, and global recognition are also used to improve employee experiences and engagement.

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(1) The information in this section is based in part on data provided to us by our customers, and we do not,and do not intend to, independently verify such information or claims.

Management During COVID-19

We are committed to keeping our people safe and well.

DXC employees are equipped and enabled to work virtually and flexibly from home and continue to deliver results for our customers.

Science and data will remain the drivers of our approach as we continue to navigate through COVID-19, and promote the safety and well-being of our people.

We will remain flexible and ready to react quickly if required to deliver for our customers.

We recognize that this is an opportunity for DXC to change employee experience in an impactful way.

Training and Education

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Through our global learning management ecosystem, we offer hundreds of learning programs as well as a career development system to help employees reach their potential.

Providing ways to learn, grow, and explore new and challenging opportunities contribute to our ability to retain a motivated, knowledgeable workforce.

Providing ways to learn, grow, and explore new and challenging opportunities contributes to our ability to retain a motivated, knowledgeable workforce.

Assessing employee abilities and contributions is a cornerstone of development at DXC.

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We are committed to the protection and advancement of human rights and to enabling our operations in communities around the world to function with integrity.

DXC is firmly committed to preventing the exploitation of vulnerable groups.

Our main human rights–related focus areas are promoting good practice through our large and diverse global supply chain and supporting a diverse and inclusive corporate culture.

DXC is firmly committed to seeking to prevent modern slavery and the exploitation of vulnerable groups.

Our main human rights–related focus areas are adopting policies and practices aimed at preventing human rights abuses through our large and diverse global supply chain and supporting a diverse and inclusive corporate culture.

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.

We use our corporate website, www.dxc.technology , as a routine channel for distributing 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.

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Name Age Year First Elected as Officer Term as an Officer Position Held with the Registrant as of the filing date Family Relationship

Salvino 56 2019 Indefinite President and Chief Executive Officer None

Salvino 57 2019 Indefinite Chairman, President and Chief Executive Officer None

Sharp 52 2020 Indefinite Executive Vice President and Chief Financial Officer None

Finch 54 2019 Indefinite Executive Vice President, Chief Human Resources Officer and Global Lead, Marketing None

Deckelman, Jr.

65 2017 Indefinite Executive Vice President and General Counsel None

Finch 52 2019 Indefinite Executive Vice President and Chief Human Resources Officer None

Vinod Bagal 56 2019 Indefinite President, Cloud and Infrastructure Services None

Brady 56 2023 Indefinite Executive Vice President and Chief Operating Officer None

Christopher R.

Drumgoole 47 2021 Indefinite Executive Vice President and Chief Operating Officer None

Drumgoole 48 2021 Indefinite Global Lead, Cloud Infrastructure and ITO None

Christopher A.

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Business Experience of Executive Officers

Salvino became the President and Chief Executive Officer of DXC in September 2019 and has been a member of the Board of Directors of DXC since May 2019.

Salvino serves as Chairman, President and Chief Executive Officer of DXC.

He was appointed President and Chief Executive Officer of DXC in September 2019, has been a member of the Board since May 2019 and was appointed Chairman of the Board in July 2022.

Prior to joining DXC, Mr.

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Salvino graduated from Marietta College with a Bachelor of Science degree in industrial engineering.

He serves on the Marietta College Board of Trustees and is also a member of the Board of Visitors of the Duke University Pratt School of Engineering.

He is a member of the Board of Visitors of the Duke University Pratt School of Engineering.

Sharp became the Executive Vice President and Chief Financial Officer of DXC in November 2020.

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Sharp also served in the United States Marine Corps.

Finch serves as Executive Vice President, Chief Human Resources Officer and Global Lead, Marketing of DXC since April 2023.

She previously served as Executive Vice President and Chief Human Resources Officer of DXC from October 2019 to April 2023.

Before joining DXC, Ms.

Finch served as Executive Vice President and Chief Human Resources Officer of AECOM from September 2015 to October 2019.

Prior to that, she served at Accenture as Senior Managing Director from September 2013 to August 2015 and as Managing Director Human Resources from January 2001 to September 2013, where she held various roles across the company including COO of Human Resources where she drove global delivery of HR services, overseeing operations supporting approximately 320,000 employees across 56 countries and multiple Accenture businesses.

Finch also served as VP Human Resources of Abilizer Solutions Inc.

from 2000 to 2001.

Deckelman, Jr.

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from 2000 to 2008, served as a director from 2000 to 2003, and previously held various executive positions there from 1989 to 1995.

Finch was appointed as Executive Vice President and Chief Human Resources Officer of DXC in October 2019.

Finch previously served as Executive Vice President and Chief Human Resources Officer of AECOM from September 2015 to October 2019.

Finch also served as VP Human Resources of Abilizer Solutions Inc.

from 2000 to 2001.

Vinod Bagal serves as President, Cloud and Infrastructure Services since March 2022.

He previously served as Executive Vice President, Global Delivery and Transformation of DXC from October 2019 to March 2022.

Prior to joining DXC, Mr.

Bagal served at Cognizant Technology Solutions as Senior Vice President - Global Multi-Service Integration and North America Delivery and as Senior Vice President - Global Technology Consulting and Multi-Service Integration from September 2014 to October 2019, where he led the transformation of Cognizant's client delivery organization to position it for the next wave of professional services demands.

From 1994 to 2014, Mr.

Bagal held a series of leadership roles at Accenture.

Brady serves as Executive Vice President and Chief Operating Officer of DXC since April 2023.

He previously served as Executive Vice President of Global Delivery from April 2022 to April 2023 and as President of the Americas Region from June 2020 to April 2022.

Before joining DXC, he served as Chief Operating Officer of Accumen Inc., a tech-enabled healthcare performance company, from July 2012 until June 2020.

Before joining Accumen Inc., Mr.

Brady served in a variety of leadership positions at Accenture from June 2006 until July 2012.

Prior to that, Mr.

Brady served 20 years at Honeywell in a variety of leadership roles, most recently as vice president of Integrated Supply Chain for the aerospace engines business.

Christopher R.

Drumgoole was appointed as Executive Vice President and Chief Operating Officer of DXC in August 2021.

He previously served as Executive Vice President and Chief Information Officer since April 2020.

Drumgoole was appointed Global Lead, Cloud Infrastructure and ITO in April 2023.

He previously served as Executive Vice President and Chief Operating Officer of DXC from August 2021 to April 2023 and as Executive Vice President and Chief Information Officer of DXC from April 2020 to August 2021.

Before joining DXC, Mr.

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Before joining DXC, Mr.

Voci served as Senior Vice President, Controller and Chief Accounting Officer for CACI International Inc.

Voci served as Senior Vice President, Corporate Controller and principal accounting officer for CACI International Inc.

from November 2018 to May 2021.

From 2016 to November 2018, Mr.

Voci served as Vice President, Controller and Chief Accounting Officer of Orbital ATK (subsequently purchased by Northrop Grumman).

From June 2018 to November 2018, Mr.

Voci served as Vice President and Controller for the Innovation Systems Sector of Northrop Grumman Corporation.

From 2016 to June 2018, Mr.

Voci served first as Vice President, Finance and then as Controller and Chief Accounting Officer of Orbital ATK (subsequently purchased by Northrop Grumman).

Prior to that, he spent eleven years at Air Products and Chemicals, Inc.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business