Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The purpose of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“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 second quarter and first six months of fiscal 2024 and our financial condition as of September 30, 2023. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and accompanying notes.
The MD&A is organized in the following sections:
• Background
• Results of Operations
• Liquidity and Capital Resources
• Critical Accounting Estimates
The following discussion includes a comparison of our results of operations and liquidity and capital resources for the second quarters and first six months of fiscal 2024 and fiscal 2023. References are made throughout to the numbered Notes to the Condensed Consolidated Financial Statements (“Notes”) in this Quarterly Report on Form 10-Q.
Background
DXC helps global companies run their mission critical systems and operations while modernizing IT, optimizing data architectures, and ensuring security and scalability across public, private and hybrid clouds. The world’s largest companies and public sector organizations trust DXC to deploy services to drive new levels of performance, competitiveness, and customer experience across their IT estates.
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: Global Business Services ("GBS") and Global Infrastructure Services ("GIS"). We market and sell our services directly to customers through our direct sales offices around the world. Our customers include commercial businesses of many sizes and in many industries and public sector clients.
Key Metrics
Key metrics for the second quarter of fiscal 2024 compared to the second quarter of fiscal 2023 are included below. We have presented organic revenue and diluted earnings per share on a non-GAAP basis. For more information see “Non-GAAP Financial Measures.”
• Revenues of $3.4 billion, down 3.6% compared to prior year period, and down 3.6% on an organic basis;
• Diluted earnings per share of $0.49, compared to $0.12 in the second quarter of fiscal 2023; adjusted diluted earnings per share of $0.70, compared to $0.75 in the second quarter of fiscal 2023, a decrease of 6.7%;
• Fiscal 2024 operating cash flow of $375 million, less capital expenditures of $359 million, resulted in free cash flow of $16 million;
• Returned $214 million to shareholders through share repurchases in the second quarter of fiscal 2024.
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Results of Operations for the Second Quarter and First Six Months of Fiscal 2024 and Fiscal 2023
Revenues
Our revenue by geography and operating segment are provided below:
Three Months Ended Three Months Ended
(in millions) September 30, 2023 September 30, 2022 Percentage Change Constant Currency
September 30, 2023 (1)
Percentage Change in Constant Currency (1)
Geographic Market
United States $ 1,002 $ 1,093 (8.3) % $ 1,002 (8.3) %
U.K. 460 452 1.8 % 427 (5.5) %
Other Europe 1,051 1,064 (1.2) % 992 (6.8) %
Australia 330 371 (11.1) % 344 (7.3) %
Other International 593 586 1.2 % 603 2.9 %
Total Revenues $ 3,436 $ 3,566 (3.6) % $ 3,368 (5.6) %
Operating Segments
GBS $ 1,709 $ 1,713 (0.2) % $ 1,683 (1.8) %
GIS 1,727 1,853 (6.8) % 1,685 (9.1) %
Total Revenues $ 3,436 $ 3,566 (3.6) % $ 3,368 (5.6) %
Six Months Ended Six Months Ended
(in millions) September 30, 2023 September 30, 2022 Percentage Change Constant Currency
September 30, 2023 (1)
Percentage Change in Constant Currency (1)
Geographic Market
United States $ 2,004 $ 2,224 (9.9) % $ 2,004 (9.9) %
U.K. 925 925 0.0 % 893 (3.5) %
Other Europe 2,115 2,202 (4.0) % 2,037 (7.5) %
Australia 672 762 (11.8) % 709 (7.0) %
Other International 1,166 1,160 0.5 % 1,199 3.4 %
Total Revenues $ 6,882 $ 7,273 (5.4) % $ 6,842 (5.9) %
Operating Segments
GBS $ 3,412 $ 3,471 (1.7) % $ 3,401 (2.0) %
GIS 3,470 3,802 (8.7) % 3,441 (9.5) %
Total Revenues $ 6,882 $ 7,273 (5.4) % $ 6,842 (5.9) %
(1) 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. For more information, see "Non-GAAP Financial Measures."
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For the second quarter of fiscal 2024, our total revenue was $3.4 billion, a decrease of $130 million or 3.6%, compared to the same period a year ago. The 3.6% decrease against the comparative period includes a 2.0% favorable foreign currency exchange rate impact, a 2.0% decline in revenue from the disposition of certain businesses, and a 3.6% decline in organic revenue. Organic revenue growth is a non-GAAP measure. For more information, see "Non-GAAP Financial Measures".
For the first six months of fiscal 2024, our total revenue was $6.9 billion, a decrease of $391 million or 5.4%, as compared to the same period a year ago. The 5.4% decrease against the comparative period includes a 0.5% favorable foreign currency exchange rate impact, a 2.3% decline in revenue from the disposition of certain businesses, and a 3.6% decline in organic revenue.
The favorable foreign currency exchange rate impact is primarily driven by the weakening of the U.S. dollar against the Euro and British Pound.
For the discussion of risks associated with our foreign operations, see Part 1, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
Global Business Services
For the second quarter of fiscal 2024, GBS revenue was $1.7 billion, a decrease of $4 million or 0.2%, as compared to the same period a year ago. The 0.2% decrease against the comparative period includes a 4.2% decline in revenue from the disposition of certain businesses, partially offset by 2.4% organic revenue growth from additional services provided to new and existing customers and a 1.6% favorable foreign currency exchange rate impact.
For the first six months of fiscal 2024, GBS revenue was $3.4 billion, a decrease of $59 million or 1.7%, as compared to the same period a year ago. The 1.7% decrease against the comparative period includes a 4.8% decline in revenue from the disposition of certain businesses, partially offset by 2.8% organic revenue growth from additional services provided to new and existing customers, and a 0.3% favorable foreign currency exchange rate impact.
Global Infrastructure Services
For the second quarter of fiscal 2024, our GIS revenue was $1.7 billion, a decrease of $126 million or 6.8%, as compared to the same period a year ago. The 6.8% decrease against the comparative period includes a 9.1% decline in organic revenue from project completions and lower resale revenue, partially offset by a 2.3% favorable foreign currency exchange rate impact.
For the first six months of fiscal 2024, our GIS revenue was $3.5 billion, a decrease of $332 million or 8.7%, as compared to the same period a year ago. The 8.7% decrease against the comparative period includes a 9.5% decline in organic revenue from project completions and lower resale revenue, partially offset by a 0.8% favorable foreign currency exchange rate impact.
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Costs and Expenses
Our total costs and expenses are provided below:
Dollar Amount Dollar Amount
Three Months Ended September 30, Change Six Months Ended September 30, Change
(in millions) 2023 2022 Dollar Percent 2023 2022 Dollar Percent
Costs of services $ 2,633 $ 2,775 $ (142) (5.1) % $ 5,352 $ 5,705 $ (353) (6.2) %
Selling, general and administrative 328 324 4 1.2 % 655 673 (18) (2.7) %
Depreciation and amortization 361 380 (19) (5.0) % 705 769 (64) (8.3) %
Restructuring costs 35 53 (18) (34.0) % 55 86 (31) (36.0) %
Interest expense 78 44 34 77.3 % 144 81 63 77.8 %
Interest income (53) (28) (25) 89.3 % (102) (48) (54) 112.5 %
Loss on disposition of businesses 2 32 (30) (93.8) % 7 3 4 133.3 %
Other income, net (76) (68) (8) 11.8 % (140) (172) 32 (18.6) %
Total Costs and Expenses $ 3,308 $ 3,512 $ (204) (5.8) % $ 6,676 $ 7,097 $ (421) (5.9) %
Costs of Services
Costs of services, excluding depreciation and amortization and restructuring costs (“COS”), were $2.6 billion and $5.4 billion for the second quarter and first six months of fiscal 2024, respectively, a decrease of $142 million and $353 million, respectively, as compared to the same periods of the prior fiscal year.
The decrease in expense against both comparative periods was primarily due to a decrease in costs from lower revenue levels and a reduction in professional services and contractor-related expenses from our cost optimization efforts, partially offset by an unfavorable foreign currency exchange rate impact of $52 million and $29 million, respectively, for the second quarter and first six months of fiscal 2024.
Gross margin (Revenues less COS as a percentage of revenue) was 23.4% and 22.2% for the second quarter and first six months of fiscal 2024, respectively, an increase of 1.2% and 0.6% against the comparative period.
Selling, General and Administrative
Selling, general and administrative expense, excluding depreciation and amortization and restructuring costs (“SG&A”), was $328 million and $655 million for the second quarter and first six months of fiscal 2024, respectively, an increase of $4 million and a decrease of $18 million, respectively, as compared to the same periods of the prior fiscal year.
The $4 million increase in expense for the second quarter of fiscal 2024 was primarily due to an increase in professional services and other vendor-related expenses, partially offset by reductions in payroll related expenses.
The $18 million decrease in expense for the first six months of fiscal 2024 was primarily due to reductions in payroll related expenses, partially offset by an increase in professional services and other vendor-related expenses.
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Depreciation and Amortization
Depreciation expense was $112 million and $225 million for the second quarter and first six months of fiscal 2024, respectively, a decrease of $17 million and $42 million, respectively, as compared to the same periods of the prior fiscal year. The decrease in depreciation expense against both comparative periods was primarily due to lower average net property and equipment balances.
Amortization expense was $249 million and $480 million for the second quarter and first six months of fiscal 2024, respectively, a decrease of $2 million and $22 million, respectively, as compared to the same periods of the prior fiscal year. The decrease in amortization expense against both comparative periods was primarily due to lower software amortization.
Restructuring Costs
During fiscal 2024, management approved global cost savings initiatives designed to better align our facility and data center requirements. During the second quarter and first six months of fiscal 2024, total restructuring costs recorded, net of reversals, were $35 million and $55 million, respectively, a decrease of $18 million and $31 million, respectively, as compared to the same periods of the prior fiscal year.
See Note 12 – “Restructuring Costs” for additional information about our restructuring actions.
Interest Expense and Interest Income
Net interest expense (interest expense less interest income) was $25 million and $42 million for the second quarter and first six months of fiscal 2024, respectively, an increase of $9 million as compared to both periods of the prior fiscal year.
The increase in net interest expense against both comparative periods was primarily due to higher interest rates globally that increased interest expense from securitization and commercial paper, partially offset by higher income from cash deposits.
Loss on Disposition of Businesses
During the first six months of fiscal 2024 and fiscal 2023, the Company sold insignificant businesses that resulted in a loss of $7 million and $3 million, respectively.
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Other Income, Net
Other income, net comprises 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 and other miscellaneous gains and losses.
Three Months Ended Six Months Ended
(in millions) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Non-service cost components of net periodic pension income $ (36) $ (60) $ (73) $ (127)
Foreign currency gain
(1) (1) (9) (3)
Gain on sale of assets (6) (8) (27) (46)
Other (gain) loss
(33) 1 (31) 4
Total $ (76) $ (68) $ (140) $ (172)
Other income, net, was $76 million for the second quarter of fiscal 2024, an increase of $8 million against the comparative period. Other income, net, was $140 million for the first six months of fiscal 2024, a decrease of $32 million against the comparative period. The change against the comparative period was primarily due to:
• net periodic pension income decreased by $24 million and $54 million primarily due to changes in expected returns on assets and other actuarial assumptions.
• foreign currency gains were immaterially different and increased by $6 million, primarily due to movements of exchange rates on our foreign currency-denominated assets and liabilities, related hedges including forward contracts to manage our exposure to economic risk, and the cost of our hedging program.
• a decrease in gains from sales of assets of $2 million and $19 million; and
• an increase in other gains of $34 million and $35 million, primarily from the sale of a strategic investment in the second quarter of fiscal 2024.
Taxes
Our effective tax rate (“ETR”) was 22.7% and 48.1% for the three months ended September 30, 2023 and September 30, 2022, respectively, and 31.6% and 25.6% for the six months ended September 30, 2023 and September 30, 2022, respectively. For the three and six months ended September 30, 2023, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, a decrease in valuation allowances on deferred tax assets, and the foreign tax credit. For the three months ended September 30, 2022, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, and the tax impact of business divestitures. For the six months ended September 30, 2022, the primary drivers of the ETR were the global mix of income, tax impact of business divestitures, U.S. tax on foreign income, and a decrease in unrecognized tax benefits due to income tax audit settlements and statute of limitation expirations.
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Earnings Per Share
Diluted EPS for the second quarter and first six months of fiscal 2024 was $0.49 and $0.65, respectively, an increase of $0.37 and $0.10, respectively, as compared to the same periods of the prior fiscal year. The increase in diluted EPS against both comparative periods was primarily due to increases in net income attributable to DXC common stockholders and lower weighted average share counts from the Company’s share repurchases.
Diluted EPS for the second quarter of fiscal 2024 includes $0.13 per share of restructuring costs, $0.01 per share of transaction, separation and integration-related costs, $0.34 per share of amortization of acquired intangible assets, $(0.11) per share of net gains on dispositions, $0.01 per share of impairment losses, and $(0.17) per share of tax adjustments.
Diluted EPS for the first six months of fiscal 2024 includes $0.20 per share of restructuring costs, $0.01 per share of transaction, separation and integration-related costs, $0.66 per share of amortization of acquired intangible assets, $(0.09) per share of net gains on dispositions, $0.04 per share of impairment losses, and $(0.15) per share of tax adjustments.
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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, non-GAAP net income attributable to DXC common stockholders, non-GAAP EPS, organic revenue growth, constant currency revenues, and free cash flow.
We believe EBIT, adjusted EBIT, non-GAAP income before income taxes, non-GAAP net income, non-GAAP net income attributable to DXC common stockholders, and non-GAAP EPS provide investors with useful supplemental information about our operating performance after excluding certain categories of expenses.
We believe constant currency revenues provides investors with useful supplemental information about our revenues after excluding the effect of currency exchange rate fluctuations for currencies other than U.S. dollars in the periods presented. See below for a description of the methodology we use to present constant currency revenues.
One category of expenses excluded from adjusted EBIT, non-GAAP income before income tax, non-GAAP net income, non-GAAP net income attributable to DXC common stockholders, and non-GAAP EPS, incremental amortization of intangible assets acquired through business combinations, if included, may result in a significant difference in period over period amortization expense on a GAAP basis. We exclude amortization of certain acquired intangible assets as these non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Although DXC management excludes amortization of acquired intangible assets, primarily customer-related intangible assets, from its non-GAAP expenses, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and support revenue generation. Any future transactions may result in a change to the acquired intangible asset balances and associated amortization expense.
Another category of expenses excluded from adjusted EBIT, non-GAAP income before income tax, non-GAAP net income, non-GAAP net income attributable to DXC common stockholders, and non-GAAP EPS is impairment losses, which, if included, may result in a significant difference in period-over-period expense on a GAAP basis. We exclude impairment losses as these non-cash amounts reflect generally an acceleration of what would be multiple periods of expense and are not expected to occur frequently. Further, assets such as goodwill may be significantly impacted by market conditions outside of management’s control.
Selected references are made to revenue growth on an “organic basis” so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates and without the impacts of acquisitions and divestitures, thereby providing comparisons of operating performance from period to period of the business that we have owned during both periods presented. Organic revenue growth is calculated by dividing the year-over-year change in GAAP revenues attributed to organic growth by the GAAP revenues reported in the prior comparable period. Organic revenue is calculated as constant currency revenue excluding the impact of mergers, acquisitions or similar transactions until the one-year anniversary of the transaction and excluding revenues of divestitures during the reporting period. This approach is used for all results where the functional currency is not the U.S. dollar. We believe organic revenue growth provides investors with useful supplemental information about our revenues after excluding the effect of currency exchange rate fluctuations for currencies other than U.S. dollars and the effects of acquisitions and divestitures in both periods presented.
Free cash flow represents cash flow from operations, less capital expenditures. Free cash flow is utilized by our management, investors, and analysts to evaluate cash available to pay debt, repurchase shares, and provide further investment in the business.
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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. Selected references are made on a “constant currency basis” so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates, thereby providing comparisons of operating performance from period to period. Financial results on a “constant currency basis” are non-GAAP measures calculated by translating current period activity into U.S. Dollars using the comparable prior period’s currency conversion rates. This approach is used for all results where the functional currency is not the U.S. Dollar. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Revenues.”
Certain non-GAAP financial measures and the respective most directly comparable financial measures calculated and presented in accordance with GAAP include:
Dollar Amount Dollar Amount
Three Months Ended September 30, Change Six Months Ended September 30, Change
(in millions) 2023 2022 Dollar Percent 2023 2022 Dollar Percent
Income before income taxes
$ 128 $ 54 $ 74 137.0 % $ 206 $ 176 $ 30 17.0 %
Non-GAAP income before income taxes $ 226 $ 253 $ (27) (10.7) % $ 433 $ 495 $ (62) (12.5) %
Net income
$ 99 $ 28 $ 71 253.6 % $ 141 $ 131 $ 10 7.6 %
Adjusted EBIT $ 251 $ 269 $ (18) (6.7) % $ 475 $ 528 $ (53) (10.0) %
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Reconciliation of Non-GAAP Financial Measures
Our non-GAAP adjustments include:
• Restructuring costs – includes costs, net of reversals, related to workforce and real estate optimization and other similar charges.
• Transaction, separation and integration-related (“TSI”) costs – includes costs related to integration, separation, planning, financing and advisory fees and other similar charges associated with mergers, acquisitions, strategic investments, joint ventures, and dispositions and other similar transactions incurred within one year of such transactions closing, except for costs associated with related disputes, which may arise more than one year after closing.
• Amortization of acquired intangible assets – includes amortization of intangible assets acquired through business combinations.
• Pension and OPEB actuarial and settlement gains and losses – pension and OPEB actuarial mark to market adjustments and settlement gains and losses.
• Merger related indemnification – in fiscal 2024, represents the Company’s current estimate of potential liability to HPE for a tax related indemnification; and in fiscal 2023, represents the Company’s estimate of potential liability to HPE for indemnification following the outcome of the Oracle v. HPE litigation in June 2022. These obligations are related to the HPES merger.
• SEC Matter - represents the Company’s liability related to a previously disclosed investigation into its historical determination and disclosure of certain “transaction, separation, and integration-related costs” as part of the Company’s non-GAAP adjustments.
• Gains and losses on dispositions – gains and losses related to dispositions of businesses, strategic assets and interests in less than wholly-owned entities. (1)
• Impairment losses – non-cash charges associated with the permanent reduction in the value of the Company’s assets (e.g., impairment of goodwill and other long-term assets including fixed assets and impairments to deferred tax assets for discrete changes in valuation allowances). Future discrete reversals of valuation allowances are likewise excluded. (2)
• Tax adjustments – discrete tax adjustments to impair or recognize certain deferred tax assets, adjustments for changes in tax legislation and the impact of merger and divestitures. Income tax expense of all other (non-discrete) non-GAAP adjustments is based on the difference in the GAAP annual effective tax rate (AETR) and overall non-GAAP provision (consistent with the GAAP methodology).
(1) During the first six months of fiscal 2024, the Company sold insignificant businesses and a strategic investment that resulted in a net gain of $28 million. During the first six months of fiscal 2023, the Company sold insignificant businesses that resulted in a net loss of $3 million.
(2) Impairment losses on dispositions for the second quarter and first six months of fiscal 2024 include a $2 million and a $5 million, respectively, of charges associated with certain strategic investments accounted for within Other income, net. Impairment losses on dispositions for the first quarter of fiscal 2024 included $4 million of Net income attributable to non-controlling interest, net of tax.
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A reconciliation of reported results to non-GAAP results is as follows:
Three Months Ended September 30, 2023
(in millions, except per-share amounts) As
Reported Restructuring
Costs Transaction,
Separation and
Integration-Related Costs Amortization
of Acquired
Intangible
Assets Merger Related Indemnification Gains and Losses on Dispositions Impairment Losses Tax Adjustment Non-GAAP
Results
Income before income taxes $ 128 $ 35 $ 3 $ 89 $ 2 $ (33) $ 2 $ — $ 226
Income tax expense 29 8 1 19 1 (10) — 35 83
Net income 99 27 2 70 1 (23) 2 (35) 143
Less: net income attributable to non-controlling interest, net of tax — — — — — — — — —
Net income attributable to DXC common stockholders $ 99 $ 27 $ 2 $ 70 $ 1 $ (23) $ 2 $ (35) $ 143
Effective Tax Rate 22.7 % 36.7 %
Basic EPS $ 0.49 $ 0.13 $ 0.01 $ 0.35 $ 0.00 $ (0.11) $ 0.01 $ (0.17) $ 0.71
Diluted EPS $ 0.49 $ 0.13 $ 0.01 $ 0.34 $ 0.00 $ (0.11) $ 0.01 $ (0.17) $ 0.70
Weighted average common shares outstanding for:
Basic EPS 201.72 201.72 201.72 201.72 201.72 201.72 201.72 201.72 201.72
Diluted EPS 203.06 203.06 203.06 203.06 203.06 203.06 203.06 203.06 203.06
Six Months Ended September 30, 2023
(in millions, except per-share amounts) As
Reported Restructuring
Costs Transaction,
Separation and
Integration-Related Costs Amortization
of Acquired
Intangible
Assets Merger Related
Indemnification Gains and Losses on Dispositions Impairment Losses Tax Adjustment Non-GAAP
Results
Income before income taxes $ 206 $ 55 $ 4 $ 178 $ 13 $ (28) $ 5 $ — $ 433
Income tax expense 65 13 1 40 12 (10) 1 32 154
Net income 141 42 3 138 1 (18) 4 (32) 279
Less: net income attributable to non-controlling interest, net of tax 6 — — — — — (4) — 2
Net income attributable to DXC common stockholders $ 135 $ 42 $ 3 $ 138 $ 1 $ (18) $ 8 $ (32) $ 277
Effective Tax Rate 31.6 % 35.6 %
Basic EPS $ 0.66 $ 0.20 $ 0.01 $ 0.67 $ 0.00 $ (0.09) $ 0.04 $ (0.16) $ 1.35
Diluted EPS $ 0.65 $ 0.20 $ 0.01 $ 0.66 $ 0.00 $ (0.09) $ 0.04 $ (0.15) $ 1.33
Weighted average common shares outstanding for:
Basic EPS 205.90 205.90 205.90 205.90 205.90 205.90 205.90 205.90 205.90
Diluted EPS 208.90 208.90 208.90 208.90 208.90 208.90 208.90 208.90 208.90
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Three Months Ended September 30, 2022
(in millions, except per-share amounts) As
Reported Restructuring costs Transaction,
Separation and
Integration-Related Costs Amortization
of Acquired
Intangible
Assets SEC Matter Gains and Losses on Dispositions Pension and OPEB Actuarial and Settlement Gains and Losses Non-GAAP
Results
Income before income taxes
$ 54 $ 53 $ 4 $ 101 $ 8 32 $ 1 $ 253
Income tax expense
26 10 1 18 1 22 — 78
Net income
28 43 3 83 7 10 1 175
Less: net income attributable to non-controlling interest, net of tax 1 — — — — — — 1
Net income attributable to DXC common stockholders
$ 27 $ 43 $ 3 $ 83 $ 7 $ 10 $ 1 $ 174
Effective Tax Rate 48.1 % 30.8 %
Basic EPS $ 0.12 $ 0.19 $ 0.01 $ 0.36 $ 0.03 $ 0.04 $ 0.00 $ 0.76
Diluted EPS $ 0.12 $ 0.18 $ 0.01 $ 0.36 $ 0.03 $ 0.04 $ 0.00 $ 0.75
Weighted average common shares outstanding for:
Basic EPS 229.96 229.96 229.96 229.96 229.96 229.96 229.96 229.96
Diluted EPS 233.17 233.17 233.17 233.17 233.17 233.17 233.17 233.17
Six Months Ended September 30, 2022
(in millions, except per-share amounts) As
Reported Restructuring
Costs Transaction,
Separation and
Integration-Related Costs Amortization
of Acquired
Intangible
Assets Merger Related indemnification SEC Matter Gains and Losses on Dispositions Pension and OPEB Actuarial and Settlement Gains and Losses Non-GAAP
Results
Income before income taxes $ 176 $ 86 $ 6 $ 205 $ 10 $ 8 $ 3 $ 1 $ 495
Income tax expense 45 18 1 42 2 1 31 — 140
Net income 131 68 5 163 8 7 (28) 1 355
Less: net income attributable to non-controlling interest, net of tax 2 — — — — — — — 2
Net income attributable to DXC common stockholders $ 129 $ 68 $ 5 $ 163 $ 8 $ 7 $ (28) $ 1 $ 353
Effective Tax Rate 25.6 % 28.3 %
Basic EPS $ 0.56 $ 0.29 $ 0.02 $ 0.70 $ 0.03 $ 0.03 $ (0.12) $ 0.00 $ 1.53
Diluted EPS $ 0.55 $ 0.29 $ 0.02 $ 0.69 $ 0.03 $ 0.03 $ (0.12) $ 0.00 $ 1.50
Weighted average common shares outstanding for:
Basic EPS 231.21 231.21 231.21 231.21 231.21 231.21 231.21 231.21 231.21
Diluted EPS 234.93 234.93 234.93 234.93 234.93 234.93 234.93 234.93 234.93
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Reconciliations of revenue growth to organic revenue growth are as follows:
Three Months Ended Six Months Ended
(in millions) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Total revenue growth
(3.6) % (11.4) % (5.4) % (11.0) %
Foreign currency
(2.0) % 7.4 % (0.5) % 6.7 %
Acquisition and divestitures
2.0 % 2.5 % 2.3 % 2.2 %
Organic revenue growth
(3.6) % (1.5) % (3.6) % (2.1) %
GBS revenue growth
(0.2) % (8.5) % (1.7) % (7.7) %
Foreign currency
(1.6) % 7.4 % (0.3) % 6.7 %
Acquisition and divestitures
4.2 % 4.5 % 4.8 % 4.1 %
GBS organic revenue growth
2.4 % 3.4 % 2.8 % 3.1 %
GIS revenue growth
(6.8) % (14.0) % (8.7) % (13.7) %
Foreign currency
(2.3) % 7.5 % (0.8) % 6.6 %
Acquisition and divestitures
— % 0.7 % — % 0.6 %
GIS organic revenue growth
(9.1) % (5.8) % (9.5) % (6.5) %
Reconciliations of net income (loss) to adjusted EBIT are as follows:
Three Months Ended Six Months Ended
(in millions) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Net income $ 99 $ 28 $ 141 $ 131
Income tax expense 29 26 65 45
Interest income (53) (28) (102) (48)
Interest expense 78 44 144 81
EBIT 153 70 248 209
Restructuring costs 35 53 55 86
Transaction, separation and integration-related costs 3 4 4 6
Amortization of acquired intangible assets 89 101 178 205
Merger related indemnification 2 — 13 10
SEC Matter — 8 — 8
(Gains) losses on dispositions
(33) 32 (28) 3
Impairment losses
2 — 5 —
Pension and OPEB actuarial and settlement losses — 1 — 1
Adjusted EBIT $ 251 $ 269 $ 475 $ 528
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Liquidity and Capital Resources
Cash and Cash Equivalents and Cash Flows
As of September 30, 2023, our cash and cash equivalents (“cash”) were $1.4 billion, of which $0.7 billion was held outside of the U.S. As of March 31, 2023, our cash was $1.9 billion, of which $0.7 billion was held outside of the U.S. We maintain various multi-currency, multi-entity, cross-border, physical and notional cash and pool arrangements with various counterparties to manage liquidity efficiently that enable participating subsidiaries to draw on the Company’s pooled resources to meet liquidity needs.
A significant portion of the cash held by our foreign subsidiaries is not expected to be impacted by U.S. federal income tax upon repatriation. However, a portion of this cash may still be subject to foreign and U.S. state 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 not designated as indefinitely reinvested.
We have $0.1 billion in cash held by foreign subsidiaries used for local operations that is subject to country-specific limitations which may restrict or result in increased costs in the repatriation of these funds. In addition, other practical considerations may limit our use of consolidated cash. This includes cash of $0.1 billion held by majority-owned consolidated subsidiaries where third-parties or public shareholders hold minority interests.
The following table summarizes our cash flow activity:
Six Months Ended
(in millions) September 30, 2023 September 30, 2022 Change
Net cash provided by (used in):
Operating activities $ 375 $ 375 $ —
Investing activities (284) (193) (91)
Financing activities (521) (513) (8)
Effect of exchange rate changes on cash and cash equivalents (16) (91) 75
Cash classified within current assets held for sale — 10 (10)
Net decrease in cash and cash equivalents $ (446) $ (412) $ (34)
Cash and cash equivalents at beginning of year 1,858 2,672
Cash and cash equivalents at the end of period $ 1,412 $ 2,260
Operating cash flow
Net cash provided by operating activities during the first six months of fiscal 2024 of $375 million was flat as compared to the first six months of the prior fiscal year. Operating cash flow against the comparative period included:
• a decrease in net income, net of adjustments of $154 million;
• offset by a $154 million favorable change in working capital.
The following table contains certain key working capital metrics:
Three Months Ended
September 30, 2023 September 30, 2022
Days of sales outstanding in accounts receivable 65 70
Days of purchases outstanding in accounts payable (44) (55)
Cash conversion cycle 21 15
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Investing cash flow
Net cash used in investing activities was $284 million and $193 million, respectively, during the first six months of fiscal 2024 and fiscal 2023, reflecting a year-over-year change of $91 million. The change against the comparative period was primarily due to:
• a decrease in proceeds from sales of assets and business dispositions of $44 million and $51 million, respectively;
• a decrease in cash flows from other net investing activities of $7 million;
• partially offset by an $11 million decrease in capital expenditures.
Financing cash flow
Net cash used in financing activities was $521 million and $513 million, respectively, during the first six months of fiscal 2024 and fiscal 2023, reflecting a year-over-year change of $8 million. The change against the comparative period was primarily due to:
• a $254 million increase in cash used for share repurchase activity and related taxes paid on net share settlements; partially offset by
• a $203 million increase in cash inflows from commercial paper borrowings, net of repayments and other financing activities; and
• a $43 million decrease in payments on capital leases and borrowings for asset financings, as the Company continues reducing the volume of these financing arrangements.
Debt Financing
The following table summarizes our total debt:
As of
(in millions) September 30, 2023 March 31, 2023
Short-term debt and current maturities of long-term debt $ 672 $ 500
Long-term debt, net of current maturities 3,791 3,900
Total debt $ 4,463 $ 4,400
The $63 million increase in total debt during the first six months of fiscal 2024 was primarily attributable to the increase in borrowings of commercial paper partially offset by decreases in finance leases and borrowings for asset financing attributable to payments exceeding additions and a favorable foreign currency exchange rate of U.S. dollar against the Euro.
We were in compliance with all financial covenants associated with our borrowings as of September 30, 2023 and September 30, 2022.
Our credit ratings are as follows:
Rating Agency Long Term Ratings Short Term Ratings Outlook
Fitch BBB F-2 Stable
Moody’s Baa2 P-2 Stable
S&P BBB- - Stable
For information on the risks of ratings downgrades, see Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
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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 raise capital through debt financing, including the issuance of capital market debt instruments such as commercial paper, term loans, and bonds. In addition, we currently utilize, and further utilize accounts receivables, sales facilities, and 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 that require significant investment of cash during the initial phases of the contracts. The recovery of these investments is over the life of the contracts and is dependent upon our performance as well as customer acceptance.
Our total liquidity of $4.4 billion as of September 30, 2023, includes $1.4 billion of cash and cash equivalents and $3.0 billion of available borrowings under our revolving credit facility. On November 1, 2023, the Company extended the term and increased its available borrowings under our revolving credit facility to $3.2 billion.
Share Repurchases
See Note 15 – “Stockholders’ Equity.”
Dividends
To maintain our financial flexibility, we continue to suspend payment of quarterly dividends for fiscal 2024.
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Off-Balance Sheet Arrangements
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 our condensed consolidated balance sheets. There have been no material changes to our off-balance-sheet arrangements reported under Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, other than as disclosed in Note 4 – “Receivables” and Note 19 – “Commitments and Contingencies”.
Cash Commitments
There have been no material changes, outside the ordinary course of business, to our cash commitments since March 31, 2023. For further information see “Cash Commitments” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
For our minimum purchase cash commitments as of September 30, 2023, in connection with our long-term purchase agreements with certain software, hardware, telecommunication, and other service providers, see Note 19 – “Commitments and Contingencies.”
Critical Accounting Estimates
The preparation of consolidated financial statements in accordance with U.S. 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. During the three months ended September 30, 2023, there were no changes to our critical accounting policies and estimates from those described in our fiscal 2023 Annual Report on Form 10-K except as mentioned in Note 1 – “Summary of Significant Accounting Policies.”
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.