In an effort to provide investors with additional information, we are disclosing certain unaudited pro forma combined company financial information of DXC for the three and six months ended September 30, 2017 ("pro forma combined company" information) as supplemental information herein. The following discussion includes comparisons of our unaudited results of operations for the three and six months of fiscal 2018 to our pro forma combined company results. The pro forma combined company results are based on the historical quarterly statements of operations of each of CSC and the Enterprise Services Business of Hewlett Packard Enterprise Company (“HPES"), giving effect to the merger as if it had been consummated on April 2, 2016. CSC reported its results based on a fiscal year convention that comprised four thirteen-week quarters, while HPES reported its results on a fiscal year basis ended October 31. As a consequence of CSC and HPES having different fiscal year-end dates, the pro forma combined company results include the historical unaudited condensed combined statements of operations of CSC for the three and six months ended September 30, 2016 and of HPES for the three and six months ended July 31, 2016.
The historical financial information of HPES was “carved-out” from the combined statement of operations of HPE and reflects assumptions and allocations made by HPE and only includes revenue and costs directly attributable to HPES and an allocation of expenses related to certain HPE corporate functions and does not necessarily include all expenses that would have been incurred by HPES had it been a separate, stand-alone entity and therefore, does not necessarily reflect what HPES’ results of operations would have been had HPES operated as a stand-alone company during the period presented. Actual costs that may have been incurred if HPES had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, functions outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.
The pro forma combined company results have been prepared using the acquisition method of accounting with CSC considered the accounting acquirer of HPES. These pro forma combined company results include historical results, reflecting preliminary purchase accounting adjustments and aligning our accounting policies for consolidated results and reportable segments. These adjustments give effect to pro forma events that were (i) directly attributable to the merger of CSC and HPES, (ii) factually supportable, and (iii) expected to have a continuing impact on the consolidated results of operations of DXC. The pro forma combined company results do not reflect the costs of integration activities or benefits that may result from realization of synergies. No assurances of the timing or the amount of cost synergies, or the costs necessary to achieve those cost synergies, can be provided.
The adjustments to historical results included were based upon currently available information and assumptions that management of DXC believes to be reasonable. The pro forma combined company results are provided for illustrative and informational purposes only and are not intended to represent or be indicative of what DXC's results of operations would have been had the merger occurred on April 2, 2016, and should not be taken as being indicative of DXC’s future consolidated financial results. The pro forma combined company results should be read in conjunction with Exhibit 99.2 of the previously filed to Form 8-K/A that was filed on June 14, 2017, including the accompanying notes.
Segment Results
The following tables summarize segment revenue for the three and six months ended September 30, 2017 as compared to the three and six months ended September 30, 2016:
Segment Revenue |
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GAAP Basis | Pro Forma Combined Company Basis | |||||||||||||||||||||||||||||
(in millions) |
Three Months
|
Historical CSC
|
% Change (NC) |
Three Months
|
% Change |
% Adjusted
|
||||||||||||||||||||||||
Global Business Services | $ | 2,311 | $ | 1,035 | — | $ | 2,392 | (3.4)% | (4.3)% | |||||||||||||||||||||
Global Infrastructure Services | 3,142 | 836 | — | 3,289 | (4.5)% | (4.8)% | ||||||||||||||||||||||||
United States Public Sector | 710 | — | — | 674 | 5.3% | 5.5% | ||||||||||||||||||||||||
Total Revenues | $ | 6,163 | $ | 1,871 | — | $ | 6,355 | (3.0)% | (3.5)% | |||||||||||||||||||||
(1) Adjusted for the impact of purchase price accounting (PPA) of $5 million in Global Business Services, $15 million in Global Infrastructure Services, and $1 million in United States Public Sector. |
(NC) Not comparable |
Segment Revenue |
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GAAP Basis | Pro Forma Combined Company Basis | |||||||||||||||||||||||||||||
(in millions) |
Six Months
|
Historical CSC
|
% Change (NC) |
Six Months
|
% Change |
% Adjusted
|
||||||||||||||||||||||||
Global Business Services | $ | 4,578 | $ | 2,084 | — | $ | 4,813 | (4.9)% | (4.0)% | |||||||||||||||||||||
Global Infrastructure Services | 6,111 | 1,717 | — | 6,579 | (7.1)% | (4.7)% | ||||||||||||||||||||||||
United States Public Sector | 1,387 | — | — | 1,381 | 0.4% | 0.9% | ||||||||||||||||||||||||
Total Revenues | $ | 12,076 | $ | 3,801 | — | $ | 12,773 | (5.5)% | (3.9)% | |||||||||||||||||||||
(1) Adjusted for the impact of purchase price accounting (PPA) of $26 million in Global Business Services, $108 million in Global Infrastructure Services, and $6 million in United States Public Sector. |
(NC) Not comparable |