Cover Page
Cover Page - shares | 6 Months Ended | |
Oct. 02, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 2, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38033 | |
Entity Registrant Name | PERSPECTA INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 82-3141520 | |
Entity Address, Address Line One | 14295 Park Meadow Drive | |
Entity Address, City or Town | Chantilly | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20151 | |
City Area Code | 571 | |
Local Phone Number | 313-6000 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PRSP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 160,963,698 | |
Entity Central Index Key | 0001724670 | |
Current Fiscal Year End Date | --04-02 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,142 | $ 1,172 | $ 2,250 | $ 2,279 |
Costs of services | 912 | 908 | 1,811 | 1,744 |
Selling, general and administrative | 65 | 81 | 127 | 153 |
Depreciation and amortization | 96 | 90 | 192 | 191 |
Restructuring costs | 13 | 2 | 31 | 4 |
Separation, transaction and integration-related costs | 12 | 20 | 27 | 39 |
Interest expense, net | 29 | 36 | 59 | 71 |
Other (income) expense, net | (4) | (2) | (19) | (2) |
Total costs and expenses | 1,123 | 1,135 | 2,228 | 2,200 |
Income before taxes | 19 | 37 | 22 | 79 |
Income tax expense | 3 | 8 | 9 | 19 |
Net income | $ 16 | $ 29 | $ 13 | $ 60 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.10 | $ 0.18 | $ 0.08 | $ 0.37 |
Diluted (in dollars per share) | $ 0.10 | $ 0.18 | $ 0.08 | $ 0.37 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 16 | $ 29 | $ 13 | $ 60 |
Other comprehensive income, net of taxes: | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification, after tax | 0 | (4) | (7) | (23) |
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, after tax | 7 | 1 | 14 | 2 |
Other comprehensive income (loss), net of taxes | 7 | (3) | 7 | (21) |
Comprehensive income | $ 23 | $ 26 | $ 20 | $ 39 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net unrealized gains (losses), tax | $ 0 | $ 2 | $ 2 | $ 8 |
Net gains reclassified to earnings, tax | $ 3 | $ 1 | $ 5 | $ 1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Millions | Oct. 02, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash and cash equivalents at end of period | $ 216 | $ 147 |
Receivables, net of allowance for doubtful accounts of $1 and $1 | 520 | 513 |
Other receivables | 40 | 45 |
Prepaid expenses | 68 | 81 |
Other current assets | 66 | 101 |
Total current assets | 910 | 887 |
Property and equipment, net of accumulated depreciation of $245 and $193 | 278 | 307 |
Goodwill | 2,702 | 2,671 |
Intangible assets, net of accumulated amortization of $629 and $515 | 1,087 | 1,193 |
Other assets | 329 | 347 |
Total assets | 5,306 | 5,405 |
Current liabilities: | ||
Current maturities of long-term debt | 93 | 89 |
Current finance lease obligations | 94 | 111 |
Current operating lease obligations | 33 | 39 |
Accounts payable | 187 | 218 |
Accrued payroll and related costs | 219 | 142 |
Accrued expenses | 382 | 385 |
Other current liabilities | 93 | 73 |
Total current liabilities | 1,101 | 1,057 |
Long-term debt, net of current maturities | 2,193 | 2,283 |
Non-current finance lease obligations | 108 | 136 |
Non-current operating lease obligations | 131 | 129 |
Deferred tax liabilities | 100 | 114 |
Other long-term liabilities | 304 | 329 |
Total liabilities | 3,937 | 4,048 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, par value $0.01 per share; 750,000,000 shares authorized; 166,533,134 and 166,219,561 shares issued; 160,817,080 and 160,583,052 shares outstanding | 2 | 2 |
Additional paid-in capital | 2,260 | 2,266 |
Accumulated deficit | (700) | (713) |
Accumulated other comprehensive loss | (62) | (69) |
Treasury shares at cost, 5,716,054 shares and 5,636,509 shares | (131) | (129) |
Total shareholders’ equity | 1,369 | 1,357 |
Total liabilities and shareholders’ equity | $ 5,306 | $ 5,405 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Millions | Oct. 02, 2020 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1 | $ 1 |
Property and equipment, accumulated depreciation | 245 | 193 |
Accumulated amortization | $ 629 | $ 515 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, issued (in shares) | 166,533,134 | 166,219,561 |
Common stock, outstanding (in shares) | 160,817,080 | 160,583,052 |
Treasury stock (in shares) | 5,716,054 | 5,636,509 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Shares |
Beginning balance (in shares) at Mar. 31, 2019 | 165,845 | |||||
Beginning balance at Mar. 31, 2019 | $ 2,162 | $ 2 | $ 2,242 | $ 2 | $ (23) | $ (61) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 31 | 31 | ||||
Other comprehensive income (loss), net of taxes | (18) | (18) | ||||
Share-based compensation | 5 | 5 | ||||
Repurchases of common stock | (15) | (15) | ||||
Stock option exercises and other common stock transactions (in shares) | 42 | |||||
Stock option exercises and other common stock transactions | 0 | |||||
Dividends declared | (10) | (10) | ||||
Ending balance (in shares) at Jun. 30, 2019 | 165,887 | |||||
Ending balance at Jun. 30, 2019 | 2,155 | $ 2 | 2,247 | 23 | (41) | (76) |
Beginning balance (in shares) at Mar. 31, 2019 | 165,845 | |||||
Beginning balance at Mar. 31, 2019 | 2,162 | $ 2 | 2,242 | 2 | (23) | (61) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 60 | |||||
Other comprehensive income (loss), net of taxes | (21) | |||||
Share-based compensation | 15 | |||||
Ending balance (in shares) at Sep. 30, 2019 | 165,987 | |||||
Ending balance at Sep. 30, 2019 | 2,163 | $ 2 | 2,257 | 42 | (44) | (94) |
Beginning balance (in shares) at Jun. 30, 2019 | 165,887 | |||||
Beginning balance at Jun. 30, 2019 | 2,155 | $ 2 | 2,247 | 23 | (41) | (76) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 29 | 29 | ||||
Other comprehensive income (loss), net of taxes | (3) | (3) | ||||
Share-based compensation | 10 | 10 | ||||
Repurchases of common stock | (17) | (17) | ||||
Stock option exercises and other common stock transactions (in shares) | 100 | |||||
Stock option exercises and other common stock transactions | (1) | (1) | ||||
Dividends declared | (10) | (10) | ||||
Ending balance (in shares) at Sep. 30, 2019 | 165,987 | |||||
Ending balance at Sep. 30, 2019 | 2,163 | $ 2 | 2,257 | 42 | (44) | (94) |
Beginning balance (in shares) at Mar. 31, 2020 | 166,220 | |||||
Beginning balance at Mar. 31, 2020 | 1,357 | $ 2 | 2,266 | (713) | (69) | (129) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (3) | (3) | ||||
Share-based compensation | 7 | 7 | ||||
Stock option exercises and other common stock transactions (in shares) | 250 | |||||
Stock option exercises and other common stock transactions | (2) | (2) | ||||
Dividends declared | (11) | (11) | ||||
Ending balance (in shares) at Jul. 03, 2020 | 166,470 | |||||
Ending balance at Jul. 03, 2020 | 1,348 | $ 2 | 2,262 | (716) | (69) | (131) |
Beginning balance (in shares) at Mar. 31, 2020 | 166,220 | |||||
Beginning balance at Mar. 31, 2020 | 1,357 | $ 2 | 2,266 | (713) | (69) | (129) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 13 | |||||
Other comprehensive income (loss), net of taxes | 7 | |||||
Share-based compensation | 17 | |||||
Ending balance (in shares) at Oct. 02, 2020 | 166,533 | |||||
Ending balance at Oct. 02, 2020 | 1,369 | $ 2 | 2,260 | (700) | (62) | (131) |
Beginning balance (in shares) at Jul. 03, 2020 | 166,470 | |||||
Beginning balance at Jul. 03, 2020 | 1,348 | $ 2 | 2,262 | (716) | (69) | (131) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 16 | 16 | ||||
Other comprehensive income (loss), net of taxes | 7 | 7 | ||||
Share-based compensation | 10 | 10 | ||||
Stock option exercises and other common stock transactions (in shares) | 63 | |||||
Stock option exercises and other common stock transactions | 0 | |||||
Dividends declared | (12) | (12) | ||||
Ending balance (in shares) at Oct. 02, 2020 | 166,533 | |||||
Ending balance at Oct. 02, 2020 | $ 1,369 | $ 2 | $ 2,260 | $ (700) | $ (62) | $ (131) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Oct. 02, 2020 | Jul. 03, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Cash dividend per common share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.06 | $ 0.06 | $ 0.14 | $ 0.12 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Oct. 02, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 13 | $ 60 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 192 | 191 |
Share-based compensation | 17 | 15 |
Deferred income taxes | (17) | (20) |
Loss on sale or disposal of assets, net | 12 | 10 |
Other non-cash charges, net | 11 | 4 |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Receivables, net | 25 | 50 |
Prepaid expenses and other current assets | 7 | 46 |
Accounts payable, accrued expenses and other current liabilities | 37 | (16) |
Deferred revenue and advanced contract payments | 13 | (16) |
Income taxes payable and liability | (7) | (2) |
Other assets and liabilities, net | (7) | (2) |
Net cash provided by operating activities | 296 | 320 |
Cash flows from investing activities: | ||
Payments for acquisitions, net of cash acquired | (53) | (265) |
Proceeds from sale of assets | 9 | 0 |
Purchases of property, equipment and software | (26) | (4) |
Payments for outsourcing contract costs | 0 | (3) |
Net cash used in investing activities | (70) | (272) |
Cash flows from financing activities: | ||
Principal payments on long-term debt | (52) | (45) |
Payments of debt issuance costs | 0 | (3) |
Proceeds from revolving credit facility | 0 | 175 |
Payments on revolving credit facility | (50) | 0 |
Payments on finance lease obligations | (67) | (77) |
Repurchases of common stock | 0 | (32) |
Repurchases of common stock to satisfy tax withholding obligations | (2) | 0 |
Dividends paid | (21) | (18) |
Net cash used in financing activities | (192) | 0 |
Net change in cash and cash equivalents, including restricted | 34 | 48 |
Cash and cash equivalents, including restricted, at beginning of period | 221 | 99 |
Cash and cash equivalents, including restricted, at end of period | 255 | 147 |
Less restricted cash and cash equivalents included in other current assets | 39 | 25 |
Cash and cash equivalents at end of period | 216 | 122 |
Supplemental cash flow disclosures: | ||
Interest paid, net | 54 | 64 |
Income taxes paid (refunded), net | 17 | 12 |
Supplemental schedule of non-cash investing and financing activities: | ||
Leased assets acquired through finance lease obligations | 22 | 49 |
Leased assets acquired through operating lease obligations | 17 | 15 |
Dividends declared but not yet paid | $ 12 | $ 10 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Oct. 02, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Background Perspecta Inc. (“Perspecta,” “the Company,” “we,” “us,” and “our”) is a leading provider of end-to-end enterprise information technology (“IT”), mission, and operations-related services across the United States (“U.S.”) federal government to the Department of Defense (“DoD”), the intelligence community, and homeland security, civilian and health care agencies, as well as to certain state and local government agencies through two reportable segments: (1) Defense and Intelligence, which provides services to the DoD, intelligence community, branches of the U.S. Armed Forces, and other DoD agencies, and (2) Civilian and Health Care, which provides services to the Departments of Homeland Security, Justice, and Health and Human Services, as well as other federal civilian and state and local government agencies. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020. Effective April 1, 2020, Perspecta’s fiscal year was modified to end on the Friday nearest March 31 of each year, with each fiscal year generally comprised of four thirteen-week fiscal quarters ending on the Friday nearest the end of calendar months June, September, December and March. As a result, fiscal year 2021 will contain 52 weeks and three days beginning April 1, 2020 and ending April 2, 2021, and this Quarterly Report on Form 10-Q covers the period beginning July 4, 2020 and ending October 2, 2020. Principles of Consolidation and Combination The accompanying interim unaudited condensed consolidated financial statements reflect the financial position and results of operations of the Company and its consolidated subsidiaries. In the opinion of management of the Company, the accompanying interim unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly our results of operations and cash flows. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Amounts subject to significant judgment and/or estimates include, but are not limited to, determining the fair value of assets acquired and liabilities assumed, the evaluation of impairment of goodwill and other long-lived intangible assets, costs to complete fixed-price contracts, fair value, certain deferred costs, valuation allowances on deferred tax assets, loss accruals for litigation, and inputs used for computing shared-based compensation and pension related liabilities. These estimates are based on management’s best knowledge of historical experience, current events, and various other assumptions that management considers reasonable under the circumstances. Reclassifications Certain prior period balances in the accompanying financial statements have been reclassified to conform to the current period presentation, including the separate reporting of non-current operating lease obligations in the accompanying condensed consolidated balance sheets. These reclassifications had no impact on total assets, total liabilities, total equity, income before taxes or net income. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Oct. 02, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The guidance, along with related amendments, changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Perspecta adopted the standard on April 1, 2020. The adoption of ASU 2016-13 did not have a material impact on Perspecta’s financial statements given the Company’s historically high collection results due to a concentration of receivables with the U.S. government. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Softwar e (Subtopic 350- 40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 provides guidance for determining when a cloud computing arrangement includes a software license and makes changes to the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract. The Company adopted ASU 2018-15 on April 1, 2020 and will apply it to implementation costs incurred after the date of adoption. The adoption of ASU 2018-15 has not had a material impact thus far, and the future impact on Perspecta's financial statements and disclosures will depend on the volume of cloud-based solutions implemented. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides companies with optional expedients and exceptions to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The optional expedients may be applied to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this update are effective for all entities as of March 12, 2020 and may be adopted using a prospective approach through December 31, 2022. The guidance in ASU 2020-04 is expected to have an impact on hedge designation as contract modifications and other changes occur while LIBOR is phased out, but is not expected to have a material impact on Perspecta’s financial statements. The Company is evaluating the expedients and reviewing its financial contracts that utilize LIBOR as the reference rate and will continue its assessment during the LIBOR transition period. Recently Issued Accounting Pronouncements Not Yet Adopted Other recently issued ASUs effective after October 2, 2020 are not expected to have a material impact on Perspecta’s financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Oct. 02, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions DHPC Technologies, Inc. Acquisition On May 1, 2020, Perspecta completed the acquisition of DHPC Technologies, Inc. (“DHPC”), a U.S. developer of electronic warfare technologies with market-leading technical solutions and a solid, proven reputation with Army customers. The purchase consideration was approximately $53 million in cash. The Company recognized preliminary fair values of the assets acquired and liabilities assumed and allocated approximately $31 million to goodwill and $20 million to intangible assets, reported in the Defense and Intelligence segment. The intangible assets consist primarily of program assets of $18 million and backlog of $2 million. The estimated fair value attributed to intangible assets is being amortized on an accelerated basis over 20 years for program assets and approximately one year for backlog. The fair value attributed to the intangible assets acquired was based on preliminary estimates, assumptions, and other information compiled by management, includi ng independent valuations that utilized established valuation techniques. All of the value attributed to goodwill and intangible assets is deductible for income tax purposes. The fair values of assets acquired and liabilities assumed are preliminary and based on a valuation using estimates and assumptions that are subject to change, which could result in changes to the purchase price allocation. The fair values of the assets acquired and liabilities assumed and the results of operations are not material to the operations of Perspecta. The final purchase price allocation is expected to be completed during fiscal year 2021. The results of operations of DHPC have been included in the statements of operations beginning May 1, 2020. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered an asset purchase for tax purposes. Knight Point Systems, LLC On July 31, 2019, Perspecta acquired all of the equity interests of Knight Point Systems, LLC (“Knight Point”) for $264 million. Knight Point delivers end-to-end managed services and solutions focused on modernizing IT systems, protecting critical networks and driving digital transformation to improve customer transparency and operational efficiency. Knight Point leverages a portfolio of intellectual property to solve complex customer challenges in cloud, cybersecurity and agile development and operations environments. The Company completed the purchase accounting for the Knight Point acquisition in the first quarter of fiscal year 2021, and made no material changes to the fair values of assets acquired and liabilities assumed reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020. The results of operations of Knight Point have been included in the statements of operations beginning August 1, 2019. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated results of operations. The acquisition was considered an asset purchase for tax purposes. All of the value attributed to goodwill and intangible assets is deductible for income tax purposes. |
Revenue
Revenue | 6 Months Ended |
Oct. 02, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregated Revenue Revenue by contract type was as follows: Fiscal Quarter Ended October 2, 2020 Fiscal Quarter Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Cost-reimbursable $ 336 $ 56 $ 392 $ 267 $ 25 $ 292 Fixed-price 386 211 597 411 251 662 Time-and-materials 74 79 153 99 119 218 Total $ 796 $ 346 $ 1,142 $ 777 $ 395 $ 1,172 Two Fiscal Quarters Ended October 2, 2020 Two Fiscal Quarters Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Cost-reimbursable $ 657 $ 108 $ 765 $ 535 $ 51 $ 586 Fixed-price 765 413 1,178 783 465 1,248 Time-and-materials 150 157 307 211 234 445 Total $ 1,572 $ 678 $ 2,250 $ 1,529 $ 750 $ 2,279 Revenue as a prime or subcontractor was as follows: Fiscal Quarter Ended October 2, 2020 Fiscal Quarter Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Prime contractor $ 729 $ 323 $ 1,052 $ 733 $ 372 $ 1,105 Subcontractor 67 23 90 44 23 67 Total $ 796 $ 346 $ 1,142 $ 777 $ 395 $ 1,172 Two Fiscal Quarters Ended October 2, 2020 Two Fiscal Quarters Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Prime contractor $ 1,456 $ 630 $ 2,086 $ 1,441 $ 695 $ 2,136 Subcontractor 116 48 164 88 55 143 Total $ 1,572 $ 678 $ 2,250 $ 1,529 $ 750 $ 2,279 Revenue by customer type was as follows: Fiscal Quarter Ended October 2, 2020 Fiscal Quarter Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total U.S. federal government, including independent agencies $ 792 $ 290 $ 1,082 $ 773 $ 322 $ 1,095 Non-federal (state, local and other) 4 56 60 4 73 77 Total $ 796 $ 346 $ 1,142 $ 777 $ 395 $ 1,172 Two Fiscal Quarters Ended October 2, 2020 Two Fiscal Quarters Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total U.S. federal government, including independent agencies $ 1,565 $ 563 $ 2,128 $ 1,521 $ 614 $ 2,135 Non-federal (state, local and other) 7 115 122 8 136 144 Total $ 1,572 $ 678 $ 2,250 $ 1,529 $ 750 $ 2,279 Performance Obligations As of October 2, 2020, approximately $3.40 billion of revenue is expected to be recognized from remaining unsatisfied performance obligations on executed contracts. The Company expects to recognize approximately 75% of these remaining performance obligations as revenue within 12 months and approximately 88% within 24 months, with the remainder recognized thereafter. Contract Balances Contract assets and contract liabilities were as follows: (in millions) Balance Sheets Line Item October 2, 2020 March 31, 2020 Contract assets: Unbilled receivables Receivables, net of allowance for doubtful accounts $ 351 $ 341 Contract liabilities: Current portion of deferred revenue and advance contract payments Other current liabilities $ 43 $ 25 Non-current portion of deferred revenue and advance contract payments Other long-term liabilities $ — $ 2 Contract assets increased $10 million during the two fiscal quarters ended October 2, 2020, primarily due to the timing of billings. There were no significant impairment losses related to the Company’s contract assets during the two fiscal quarters ended October 2, 2020. Contract liabilities increased $16 million during the two fiscal quarters ended October 2, 2020, primarily due to payments received in excess of revenue recognized. During the fiscal quarter and two fiscal quarters ended October 2, 2020, the Company recognized $2 million and $16 million, respectively, of the deferred revenue and advance contract payments at March 31, 2020 as revenue. During the fiscal quarter and two fiscal quarters ended September 30, 2019, the Company recognized $5 million and $29 million, respectively, of the deferred revenue and advance contract payments at March 31, 2019 as revenue. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Oct. 02, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per common share (“EPS”) is computed using the weighted average number of shares of common stock outstanding. Diluted EPS reflects the incremental shares issuable upon the assumed exercise of stock options and vesting of other equity awards. There were no significant anti-dilutive equity awards excluded from the calculation of EPS for the fiscal quarters and two fiscal quarters ended October 2, 2020 or September 30, 2019. The following table reflects the calculation of basic and diluted EPS: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions, except per share amounts) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Net income $ 16 $ 29 $ 13 $ 60 Common share information: Basic weighted average common shares outstanding 160.79 162.22 160.72 162.51 Dilutive effect of equity awards 1.11 0.68 1.08 0.58 Diluted weighted average common shares outstanding 161.90 162.90 161.80 163.09 Earnings per common share: Basic $ 0.10 $ 0.18 $ 0.08 $ 0.37 Diluted $ 0.10 $ 0.18 $ 0.08 $ 0.37 |
Sale of Receivables
Sale of Receivables | 6 Months Ended |
Oct. 02, 2020 | |
Receivables [Abstract] | |
Sale of Receivables | Sale of Receivables During the fis cal quarters e nded October 2, 2020 and September 30, 2019, we sold $922 million and $720 million, respectively, of billed and unbilled receivables under our accounts receivable sales facility. During the two fiscal quarters ended October 2, 2020 and September 30, 2019, we sold $1.81 billion and $1.41 billion, respectively, of billed and unbilled receivables under our accounts receivable sales facility. Collections on sold receivables were $887 million and $749 million during the fiscal quarters ended October 2, 2020 and September 30, 2019, respectively. During the two fiscal quarters ended October 2, 2020 and September 30, 2019, collections on sold receivables were $1.76 billion and $1.41 billion, respectively. The amounts outstanding at October 2, 2020 and March 31, 2020 were $300 million and $255 million, respectively. As of October 2, 2020 and March 31, 2020, there were $21 million and $63 million, respectively, of cash collected by the Company but not remitted to the financial institutions, which represents restricted cash recorded by the Company within the other current assets caption on the accompanying balance sheets. |
Fair Value
Fair Value | 6 Months Ended |
Oct. 02, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair ValueThe Company estimates the fair value of its long-term debt primarily using an expected present value technique, which is based on observable market inputs, using interest rates currently available to the Company for instruments with similar terms and remaining maturities. The estimated fair value of the Company’s long-term debt, excluding finance leases and unamortized debt issuance costs, was $2.26 billion and $2.18 billion as of October 2, 2020 and March 31, 2020, respectively, as compared with the gross carrying value of $2.30 billion and $2.39 billion, respectively. If measured at fair value, long-term debt, excluding finance lease obligations, would be classified in 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 reduced to fair value in the period an impairment charge is recognized. The fair value measurements, in such instances, would be classified in Level 3. There were no significant impairments recorded during the fiscal periods ended October 2, 2020 or September 30, 2019. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Oct. 02, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments In the normal course of business, the Company is exposed to interest rate fluctuations. As part of its risk management strategy, the Company uses derivative instruments, primarily interest rate swaps, to hedge certain interest rate exposures. The Company’s objective is to add stability to interest expense and to manage its exposure to movements in market interest rates. The Company does not use derivative instruments for trading or any speculative purpose. The Company’s derivative instruments are designated as cash flow hedges, and therefore, all changes in the hedging instruments’ fair value are recorded in accumulated other comprehensive loss (“AOCL”) and subsequently reclassified into earnings in the period during which the hedged transactions are recognized in earnings. As of October 2, 2020, the Company had interest rate swap agreements with a total notional amount of $2.50 billion. As of October 2, 2020, we expect amounts of approximately $39 million pertaining to cash flow hedges to be reclassified from AOCL into earnings over the next 12 months. All derivatives are recorded at fair value on a recurring basis. The Company’s accounting treatment for these derivative instruments is based on its hedge designation. The fair value of interest rate swaps is estimated based on valuation models that use interest rate yield curves as Level 2 inputs. The gross fair value of our derivative liabilities in interest rate swaps designated for hedge accounting were as follow: (in millions) Balance Sheets Line Item October 2, 2020 March 31, 2020 Derivative liabilities: Interest rate swaps Other current liabilities $ 38 $ 37 Interest rate swaps Other liabilities 41 50 Total derivative liabilities $ 79 $ 87 |
Debt
Debt | 6 Months Ended |
Oct. 02, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of the Company’s outstanding debt: (in millions) Interest Rates Maturities October 2, 2020 March 31, 2020 Revolving Credit Facility LIBOR + 1.50% August 2024 $ — $ 50 Term Loan A Facilities (Tranche 1) LIBOR + 1.375% August 2022 200 200 Term Loan A Facilities (Tranche 2) LIBOR + 1.50% August 2024 1,510 1,552 Term Loan B Facility LIBOR + 2.25% May 2025 489 491 Subtotal senior secured credit facilities 2,199 2,293 Other secured borrowings Various Various 14 12 Total secured debt 2,213 2,305 Other unsecured borrowings Various Various 20 18 Senior unsecured EDS Notes 7.45% October 2029 66 66 Total debt 2,299 2,389 Less: current maturities of long-term debt, net (1) (93) (89) Less: unamortized debt issuance costs and premiums, net (2) (13) (17) Total long-term debt, net of current maturities $ 2,193 $ 2,283 (1) Current maturities of long-term debt are presented net of $6 million of debt issuance costs as of October 2, 2020 and March 31, 2020 associated with the Term Loan A Facilities and Term Loan B Facility. (2) Includes $10 million and $11 million of unamortized premiums as of October 2, 2020 and March 31, 2020, respectively, on the assumed Electronic Data Systems Corporation (“EDS”) Notes. Expected maturities of long-term debt are as follows: Fiscal Year (in millions) Remainder of fiscal year 2021 $ 51 2022 98 2023 294 2024 93 2025 1,230 Thereafter 533 Total $ 2,299 |
Leases
Leases | 6 Months Ended |
Oct. 02, 2020 | |
Leases [Abstract] | |
Leases | Leases The components of lease expense were as follows: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) Statement of Operations Line Item(s) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Finance lease expense Amortization of leased assets Depreciation and amortization $ 26 $ 29 $ 53 $ 65 Interest on lease obligations Interest expense, net 3 5 7 10 Total finance lease expense 29 34 60 75 Operating lease expense Cost of services and selling, general and administrative 11 16 22 30 Variable lease expense Cost of services and selling, general and administrative 4 2 7 4 Sublease income Cost of services and selling, general and administrative (1) (1) (2) (2) Total lease expense, net $ 43 $ 51 $ 87 $ 107 The weighted average remaining lease terms and discount rates were as follows: October 2, 2020 September 30, 2019 Weighted average remaining lease term (in years): Finance leases 2.5 2.8 Operating leases 5.4 4.2 Weighted average discount rate: Finance leases 6.04 % 6.57 % Operating leases 4.35 % 4.71 % As of October 2, 2020, future minimum lease payments required to be made under leases were as follows: Fiscal Year (in millions) Operating Leases Finance Remainder of fiscal year 2021 $ 19 $ 55 2022 40 87 2023 36 48 2024 26 19 2025 22 7 Thereafter 43 1 Total minimum lease payments 186 217 Less: Amount representing interest (22) (15) Present value of net minimum lease payments $ 164 $ 202 As of October 2, 2020, the Company had aggregate rent obligations of $17 million for operating leases and $1 million for finance leases, for leases that have not commenced, with terms ranging from three In response to the coronavirus disease 2019 (“COVID-19”) pandemic, we implemented telework initiatives in the fourth quarter of fiscal year 2020. Due to the success of those initiatives and a decision to utilize increased telework arrangements, we evaluated our real estate footprint and implemented a facility rationalization restructuring plan during the fiscal quarter ended July 3, 2020, identifying 20 facilities that would no longer be utilized. During the fiscal quarter ended October 2, 2020, we identified an additional four facilities that would no longer be utilized, bringing the total to 24 facilities. Restructuring charges of $13 million and $31 million were recognized during the fiscal quarter and two fiscal quarters ended October 2, 2020, respectively, including $21 million of right-of-use assets that were abandoned. At October 2, 2020, $21 million of this restructuring liability remained unpaid, primarily included in operating lease obligations. |
Leases | Leases The components of lease expense were as follows: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) Statement of Operations Line Item(s) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Finance lease expense Amortization of leased assets Depreciation and amortization $ 26 $ 29 $ 53 $ 65 Interest on lease obligations Interest expense, net 3 5 7 10 Total finance lease expense 29 34 60 75 Operating lease expense Cost of services and selling, general and administrative 11 16 22 30 Variable lease expense Cost of services and selling, general and administrative 4 2 7 4 Sublease income Cost of services and selling, general and administrative (1) (1) (2) (2) Total lease expense, net $ 43 $ 51 $ 87 $ 107 The weighted average remaining lease terms and discount rates were as follows: October 2, 2020 September 30, 2019 Weighted average remaining lease term (in years): Finance leases 2.5 2.8 Operating leases 5.4 4.2 Weighted average discount rate: Finance leases 6.04 % 6.57 % Operating leases 4.35 % 4.71 % As of October 2, 2020, future minimum lease payments required to be made under leases were as follows: Fiscal Year (in millions) Operating Leases Finance Remainder of fiscal year 2021 $ 19 $ 55 2022 40 87 2023 36 48 2024 26 19 2025 22 7 Thereafter 43 1 Total minimum lease payments 186 217 Less: Amount representing interest (22) (15) Present value of net minimum lease payments $ 164 $ 202 As of October 2, 2020, the Company had aggregate rent obligations of $17 million for operating leases and $1 million for finance leases, for leases that have not commenced, with terms ranging from three In response to the coronavirus disease 2019 (“COVID-19”) pandemic, we implemented telework initiatives in the fourth quarter of fiscal year 2020. Due to the success of those initiatives and a decision to utilize increased telework arrangements, we evaluated our real estate footprint and implemented a facility rationalization restructuring plan during the fiscal quarter ended July 3, 2020, identifying 20 facilities that would no longer be utilized. During the fiscal quarter ended October 2, 2020, we identified an additional four facilities that would no longer be utilized, bringing the total to 24 facilities. Restructuring charges of $13 million and $31 million were recognized during the fiscal quarter and two fiscal quarters ended October 2, 2020, respectively, including $21 million of right-of-use assets that were abandoned. At October 2, 2020, $21 million of this restructuring liability remained unpaid, primarily included in operating lease obligations. |
Pension and Other Benefit Plans
Pension and Other Benefit Plans | 6 Months Ended |
Oct. 02, 2020 | |
Retirement Benefits [Abstract] | |
Pension and Other Benefit Plans | Pension and Other Benefit Plans The Company offers a defined benefit pension plan, a retiree medical plan, life insurance benefits, deferred compensation plans and defined contribution plans. The Company’s defined benefit pension and retiree medical plans are not admitting new participants; therefore, changes to pension and other postretirement benefit liabilities are primarily due to market fluctuations of investments, actuarial assumptions for the measurement of liabilities and changes in interest rates. The Company contributed $0 million and $7 million to the defined benefit pension and other postretirement benefit plans during the fiscal quarter and two fiscal quarters ended October 2, 2020, respectively. The Company did not contribute to the defined benefit pension and other postretirement benefit plans during the fiscal quarter and two fiscal quarters ended September 30, 2019. The Company does not expect to contribute during the remainder of fiscal year 2021. The components of net periodic pension expense (benefit) were: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Service cost $ — $ — $ — $ 1 Interest cost 5 5 9 9 Expected return on assets (6) (8) (12) (15) Net periodic pension benefit $ (1) $ (3) $ (3) $ (5) Net periodic benefit cost for the Company’s retiree medical plan was not significant for the fiscal quarters and two fiscal quarters ended October 2, 2020 or September 30, 2019. |
Income Taxes
Income Taxes | 6 Months Ended |
Oct. 02, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate (“ETR”) was approximately 16% and 41% for the fiscal quarter and two fiscal quarters ended October 2, 2020, respectively, as compared to 22% and 24% for the fiscal quarter and two fiscal quarters ended September 30, 2019, respectively. For the fiscal quarter and two fiscal quarters ended October 2, 2020, the primary drivers of our ETR were state income taxes, the reversal of an indemnified tax receivable and limitations on executive compensation deductions. For the fiscal quarter and two fiscal quarters ended September 30, 2019, the primary drivers of our ETR were state income taxes, non-deductible transaction expenses and the release of certain indemnified liabilities for unrecognized tax benefits. The Company is bound by a Tax Matters Agreement (“TMA”) with DXC Technology Company (“DXC”), executed as of May 31, 2018, the date when Perspecta became an independent company through the consummation of the spin-off of the DXC U.S. Public Sector (“USPS”) business (the “Spin-Off”), and mergers with Vencore Holding Corp. (“Vencore HC”) and KGS Holding Corp. (“KGS HC”) (the “Mergers”). The TMA states each company’s rights and responsibilities with respect to payment of taxes, tax return filings and control of tax examinations. For certain of our tax years ending prior to June 1, 2018, we may have joint and several liability with DXC, Hewlett Packard Enterprise Company (“HPE”) and/or HP Inc. to the Internal Revenue Service (“IRS”) for the consolidated U.S. federal income taxes of DXC or predecessor consolidated groups relating to the taxable periods in which we were part of that group. The TMA specifies the portion, if any, of this tax liability for which we would bear responsibility, and DXC agrees to indemnify us against any amounts for which the Company is not responsible. Except for Vencore HC and KGS HC, the Company is generally only responsible for tax assessments, penalties and interest allocable to periods (or portions of periods) beginning after June 1, 2018. The TMA also provides special rules for allocating tax liabilities in the event the Spin-Off is determined not to be tax-free. Though valid as between the parties, the TMA is not binding on the IRS. The Company had income tax refunds receivable from the IRS and various state tax authorities of approximately $55 million at October 2, 2020, for which it must remit to DXC under the TMA and has recorded a corresponding payable. The receivable is included in other receivables and other assets and the payable is included in accrued expenses on our balance sheet. The Company engages in continuous discussion and negotiation with taxing authorities regarding tax matters in various jurisdictions. The Company is subject to income tax in the U.S. at the federal and state level and is subject to routine corporate income tax audits in these jurisdictions. The Company’s entities included in the Spin-Off are currently under examination or in appeals in several tax jurisdictions. Tax years remaining open for IRS and/or state taxing authority examination or review under applicable statutes of limitations are calendar years 2007 and 2008, fiscal year 2010, and fiscal years 2016 and forward. The IRS is not currently examining Perspecta Inc., Vencore HC or KGS HC for any open years, but entities related to these businesses remain open to examination federally and in various state and local jurisdictions. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Oct. 02, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Shareholders’ Equity Cash Dividends During the fiscal quarters ended October 2, 2020 and September 30, 2019, the Board of Directors declared cash dividends to our shareholders of approximately $12 million ($0.07 per common share) and $10 million ($0.06 per common share), respectively. During the two fiscal quarters ended October 2, 2020 and September 30, 2019, the Board of Directors declared cash dividends to our shareholders of approximately $23 million ($0.14 per common share) and $20 million ($0.12 per common share), respectively. The cash dividends were paid in the fiscal quarter following their declaration. On November 9, 2020, the Board of Directors declared a dividend of $0.07 per common share payable on January 15, 2021 to common shareholders of record at the close of business on November 24, 2020. Share-based Compensation The Company recognized $10 million in share-based compensation expense during each of the fiscal quarters ended October 2, 2020 and September 30, 2019. The Company recognized $17 million and $15 million in share-based compensation for the two fiscal quarters ended October 2, 2020 and September 30, 2019, respectively. During the two fiscal quarters ended October 2, 2020, the Company granted approximately 1.1 million time-based restricted stock units (“RSUs”) and approximately 916 thousand performance-based restricted stock units (“PSUs”). The RSUs and PSUs are valued using the closing price on the trading day of the grant. The weighted average grant date fair value of the RSUs and PSUs granted during the two fiscal quarters ended October 2, 2020 was $23.81 and $23.98, respectively. Employee Stock Purchase Plan On August 5, 2020, the Company’s shareholders approved the Perspecta Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code and has been allocated 5,000,000 shares. The purchase price will be 95% of the Fair Market Value (as defined in the ESPP) of our common stock on the purchase date, and in any event will never be lower than the lower of 85% of the Fair Market Value of our common stock on the grant date or the purchase date. The first quarterly offering period under the ESPP is October 1, 2020 through December 31, 2020. |
Segment Information
Segment Information | 6 Months Ended |
Oct. 02, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We operate based on two reportable segments: (1) Defense and Intelligence, and (2) Civilian and Health Care. Our reportable segments and their respective operations are defined as follows: Defense and Intelligence Through its Defense and Intelligence business, Perspecta provides cybersecurity, data analytics, digital transformation, information technology modernization, and agile software development as well as technology to support intelligence, surveillance, and reconnaissance services to the DoD, intelligence community, branches of the U.S. Armed Forces, and other DoD agencies. Key competitive differentiators for the Defense and Intelligence segment include global scale, solution objectivity, depth of industry expertise, strong partnerships, vendor and product independence and end-to-end solutions and capabilities. Evolving business demands such as globalization, fast-developing economies, government regulation and growing concerns around risk, security, and compliance drive demand for these offerings. Civilian and Health Care Through its Civilian and Health Care business, Perspecta provides enterprise IT transformation and modernization, application development and modernization, enterprise security, risk decision support, operations and sustainment, systems engineering, applied research, cyber services, and cloud transformation to the Departments of Homeland Security, Justice, and Health and Human Services, as well as other federal civilian and state and local government agencies. Segment Measures The following tables summarize operating results regularly provided to the chief operating decision maker by reportable segment: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Revenue Defense and Intelligence $ 796 $ 777 $ 1,572 $ 1,529 Civilian and Health Care 346 395 678 750 Total revenue $ 1,142 $ 1,172 $ 2,250 $ 2,279 Segment profit Defense and Intelligence $ 101 $ 113 $ 189 $ 231 Civilian and Health Care 38 40 69 73 Total segment profit $ 139 $ 153 $ 258 $ 304 Depreciation and amortization Defense and Intelligence $ 25 $ 24 $ 49 $ 49 Civilian and Health Care 11 16 22 44 Amortization of acquired intangible assets 60 50 121 98 Total depreciation and amortization $ 96 $ 90 $ 192 $ 191 Reconciliation of Reportable Segment Profit to the Statements of Operations The Company’s management uses segment profit as the measure for assessing performance of its segments. Segment profit is defined as segment revenue less segment cost of services, selling, general and administrative and depreciation and amortization, excluding certain operating expenses managed at the corporate level. These unallocated costs include certain corporate function costs, share-based compensation expense, amortization of acquired intangible assets, impairment charges, certain nonrecoverable restructuring costs, separation, transaction and integration-related costs, net periodic benefit cost and gain or loss on sale of assets. Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Total segment profit $ 139 $ 153 $ 258 $ 304 Not allocated to segments: Share-based compensation (10) (10) (17) (15) Amortization of acquired intangible assets (60) (50) (121) (98) Restructuring costs (13) (2) (31) (4) Separation, transaction and integration-related costs (12) (20) (27) (39) Interest expense, net (29) (36) (59) (71) Other income and expense, net 4 2 19 2 Income before taxes $ 19 $ 37 $ 22 $ 79 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Oct. 02, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is a party to or has responsibility under various lawsuits, claims, investigations and proceedings involving disputes or potential disputes related to commercial, employment and regulatory matters that arise in the ordinary course of business. The Separation and Distribution Agreement (the “SDA”) between Perspecta and DXC includes provisions that allocate liability and financial responsibility for litigation involving DXC and the Company and that provide for cross-indemnification of the parties for liabilities a party may incur that are allocated to the other party under the SDA. In addition, under the SDA, DXC and the Company have agreed to cooperate with each other in managing litigation that relates to both parties’ businesses. The SDA also contains provisions that allocate liability and financial responsibility for such litigation. The Company records a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. The Company reviews these matters at least quarterly and adjusts these liabilities to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. Litigation is inherently unpredictable. However, the Company believes it has valid defenses with respect to legal matters pending against it. Nevertheless, cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies. The Company believes it has recorded adequate provisions for any such matters and, as of October 2, 2020, it was not reasonably possible that a material loss had been incurred in connection with such matters in excess of the amounts recognized in its financial statements. Litigation, Proceedings and Investigations 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 Inc. 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. Plaintiffs filed an amended complaint on December 19, 2016. Plaintiffs are seeking to certify a nationwide class action under the ADEA comprised of certain 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 certain 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. Two mediation sessions have taken place. In October 2018, a settlement was reached with 16 named and opt-in plaintiffs; that settlement has been completed. On June 26-27, 2019, a second mediation was held, involving 145 opt-in plaintiffs. On December 23, 2019, a settlement was reached with 142 of the 145 opt-in plaintiffs; that settlement also has been completed. Former business units of HPE now owned by the Company will be liable in this matter for any recovery by plaintiffs previously associated with the USPS business of HPE. In addition to the matter 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 counter parties and other parties, 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. The Company 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. Commitments In connection with the Spin-Off, the Company was obligated to purchase or license from DXC a specified amount of products and services each year for a two-year period ending July 31, 2020 (“Annual Minimum Purchase Amounts”). If the Company, however, had not met or exceeded the Annual Minimum Purchase Amounts by that date, it was required to pay DXC the amount of the shortfall. The combined two-year Annual Minimum Purchase Amounts commitment totaled approximately $141 million. In October 2019, the Company submitted a demand for arbitration claiming, among other things, that DXC breached its obligations under the relevant Spin-Off agreements by failing to properly apply credit against the Annual Minimum Purchase Amounts for eligible items purchased by the Company. That dispute relating to the appropriate crediting of eligible purchases involves approximately half of the total two-year Annual Minimum Purchase Amounts. The relevant agreements require such disagreements to be treated in a confidential manner through executive escalation, mediation and binding arbitration. Based on the status of the arbitration, we currently are unable to predict the impact of any resolution of this matter. Notwithstanding the arbitration claims, the Company would be obligated to pay DXC any amount of shortfall not addressed in or otherwise subject to the arbitration or covered by other possible defenses. Guarantees The Company uses stand-by letters of credit, in lieu of cash, to support various risk management insurance policies, which are cash collateralized. 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 Company’s stand-by letters of credit outstanding were less than $1 million as of October 2, 2020. As of October 2, 2020, the Company had $40 million in outstanding surety bonds, of which $7 million expire in fiscal year 2021, and $33 million expire in fiscal year 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Oct. 02, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Effective October 30, 2020, the Company completed the Amended and Restated Master Accounts Receivable Purchase Agreement to increase the limit to $325 million, extend the maturity of the facility through October 29, 2021 and to amend certain other terms. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Oct. 02, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020. Effective April 1, 2020, Perspecta’s fiscal year was modified to end on the Friday nearest March 31 of each year, with each fiscal year generally comprised of four thirteen-week fiscal quarters ending on the Friday nearest the end of calendar months June, September, December and March. As a result, fiscal year 2021 will contain 52 weeks and three days beginning April 1, 2020 and ending April 2, 2021, and this Quarterly Report on Form 10-Q covers the period beginning July 4, 2020 and ending October 2, 2020. Principles of Consolidation and Combination The accompanying interim unaudited condensed consolidated financial statements reflect the financial position and results of operations of the Company and its consolidated subsidiaries. In the opinion of management of the Company, the accompanying interim unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly our results of operations and cash flows. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Amounts subject to significant judgment and/or estimates include, but are not limited to, determining the fair value of assets acquired and liabilities assumed, the evaluation of impairment of goodwill and other long-lived intangible assets, costs to complete fixed-price contracts, fair value, certain deferred costs, valuation allowances on deferred tax assets, loss accruals for litigation, and inputs used for computing shared-based compensation and pension related liabilities. These estimates are based on management’s best knowledge of historical experience, current events, and various other assumptions that management considers reasonable under the circumstances. |
Reclassifications | Reclassifications Certain prior period balances in the accompanying financial statements have been reclassified to conform to the current period presentation, including the separate reporting of non-current operating lease obligations in the accompanying condensed consolidated balance sheets. These reclassifications had no impact on total assets, total liabilities, total equity, income before taxes or net income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The guidance, along with related amendments, changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Perspecta adopted the standard on April 1, 2020. The adoption of ASU 2016-13 did not have a material impact on Perspecta’s financial statements given the Company’s historically high collection results due to a concentration of receivables with the U.S. government. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Softwar e (Subtopic 350- 40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 provides guidance for determining when a cloud computing arrangement includes a software license and makes changes to the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract. The Company adopted ASU 2018-15 on April 1, 2020 and will apply it to implementation costs incurred after the date of adoption. The adoption of ASU 2018-15 has not had a material impact thus far, and the future impact on Perspecta's financial statements and disclosures will depend on the volume of cloud-based solutions implemented. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides companies with optional expedients and exceptions to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The optional expedients may be applied to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The amendments in this update are effective for all entities as of March 12, 2020 and may be adopted using a prospective approach through December 31, 2022. The guidance in ASU 2020-04 is expected to have an impact on hedge designation as contract modifications and other changes occur while LIBOR is phased out, but is not expected to have a material impact on Perspecta’s financial statements. The Company is evaluating the expedients and reviewing its financial contracts that utilize LIBOR as the reference rate and will continue its assessment during the LIBOR transition period. Recently Issued Accounting Pronouncements Not Yet Adopted Other recently issued ASUs effective after October 2, 2020 are not expected to have a material impact on Perspecta’s financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Oct. 02, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenues | Revenue by contract type was as follows: Fiscal Quarter Ended October 2, 2020 Fiscal Quarter Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Cost-reimbursable $ 336 $ 56 $ 392 $ 267 $ 25 $ 292 Fixed-price 386 211 597 411 251 662 Time-and-materials 74 79 153 99 119 218 Total $ 796 $ 346 $ 1,142 $ 777 $ 395 $ 1,172 Two Fiscal Quarters Ended October 2, 2020 Two Fiscal Quarters Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Cost-reimbursable $ 657 $ 108 $ 765 $ 535 $ 51 $ 586 Fixed-price 765 413 1,178 783 465 1,248 Time-and-materials 150 157 307 211 234 445 Total $ 1,572 $ 678 $ 2,250 $ 1,529 $ 750 $ 2,279 Revenue as a prime or subcontractor was as follows: Fiscal Quarter Ended October 2, 2020 Fiscal Quarter Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Prime contractor $ 729 $ 323 $ 1,052 $ 733 $ 372 $ 1,105 Subcontractor 67 23 90 44 23 67 Total $ 796 $ 346 $ 1,142 $ 777 $ 395 $ 1,172 Two Fiscal Quarters Ended October 2, 2020 Two Fiscal Quarters Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total Prime contractor $ 1,456 $ 630 $ 2,086 $ 1,441 $ 695 $ 2,136 Subcontractor 116 48 164 88 55 143 Total $ 1,572 $ 678 $ 2,250 $ 1,529 $ 750 $ 2,279 Revenue by customer type was as follows: Fiscal Quarter Ended October 2, 2020 Fiscal Quarter Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total U.S. federal government, including independent agencies $ 792 $ 290 $ 1,082 $ 773 $ 322 $ 1,095 Non-federal (state, local and other) 4 56 60 4 73 77 Total $ 796 $ 346 $ 1,142 $ 777 $ 395 $ 1,172 Two Fiscal Quarters Ended October 2, 2020 Two Fiscal Quarters Ended September 30, 2019 (in millions) Defense and Civilian and Total Defense and Civilian and Total U.S. federal government, including independent agencies $ 1,565 $ 563 $ 2,128 $ 1,521 $ 614 $ 2,135 Non-federal (state, local and other) 7 115 122 8 136 144 Total $ 1,572 $ 678 $ 2,250 $ 1,529 $ 750 $ 2,279 |
Schedule of Contract Assets and Contract Liabilities | Contract assets and contract liabilities were as follows: (in millions) Balance Sheets Line Item October 2, 2020 March 31, 2020 Contract assets: Unbilled receivables Receivables, net of allowance for doubtful accounts $ 351 $ 341 Contract liabilities: Current portion of deferred revenue and advance contract payments Other current liabilities $ 43 $ 25 Non-current portion of deferred revenue and advance contract payments Other long-term liabilities $ — $ 2 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Oct. 02, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table reflects the calculation of basic and diluted EPS: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions, except per share amounts) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Net income $ 16 $ 29 $ 13 $ 60 Common share information: Basic weighted average common shares outstanding 160.79 162.22 160.72 162.51 Dilutive effect of equity awards 1.11 0.68 1.08 0.58 Diluted weighted average common shares outstanding 161.90 162.90 161.80 163.09 Earnings per common share: Basic $ 0.10 $ 0.18 $ 0.08 $ 0.37 Diluted $ 0.10 $ 0.18 $ 0.08 $ 0.37 |
Derivative Instrument (Tables)
Derivative Instrument (Tables) | 6 Months Ended |
Oct. 02, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives | The gross fair value of our derivative liabilities in interest rate swaps designated for hedge accounting were as follow: (in millions) Balance Sheets Line Item October 2, 2020 March 31, 2020 Derivative liabilities: Interest rate swaps Other current liabilities $ 38 $ 37 Interest rate swaps Other liabilities 41 50 Total derivative liabilities $ 79 $ 87 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Oct. 02, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of the Company’s outstanding debt: (in millions) Interest Rates Maturities October 2, 2020 March 31, 2020 Revolving Credit Facility LIBOR + 1.50% August 2024 $ — $ 50 Term Loan A Facilities (Tranche 1) LIBOR + 1.375% August 2022 200 200 Term Loan A Facilities (Tranche 2) LIBOR + 1.50% August 2024 1,510 1,552 Term Loan B Facility LIBOR + 2.25% May 2025 489 491 Subtotal senior secured credit facilities 2,199 2,293 Other secured borrowings Various Various 14 12 Total secured debt 2,213 2,305 Other unsecured borrowings Various Various 20 18 Senior unsecured EDS Notes 7.45% October 2029 66 66 Total debt 2,299 2,389 Less: current maturities of long-term debt, net (1) (93) (89) Less: unamortized debt issuance costs and premiums, net (2) (13) (17) Total long-term debt, net of current maturities $ 2,193 $ 2,283 (1) Current maturities of long-term debt are presented net of $6 million of debt issuance costs as of October 2, 2020 and March 31, 2020 associated with the Term Loan A Facilities and Term Loan B Facility. (2) Includes $10 million and $11 million of unamortized premiums as of October 2, 2020 and March 31, 2020, respectively, on the assumed Electronic Data Systems Corporation (“EDS”) Notes. |
Schedule of Expected Maturities of Long-term Debt | Expected maturities of long-term debt are as follows: Fiscal Year (in millions) Remainder of fiscal year 2021 $ 51 2022 98 2023 294 2024 93 2025 1,230 Thereafter 533 Total $ 2,299 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Oct. 02, 2020 | |
Leases [Abstract] | |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) Statement of Operations Line Item(s) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Finance lease expense Amortization of leased assets Depreciation and amortization $ 26 $ 29 $ 53 $ 65 Interest on lease obligations Interest expense, net 3 5 7 10 Total finance lease expense 29 34 60 75 Operating lease expense Cost of services and selling, general and administrative 11 16 22 30 Variable lease expense Cost of services and selling, general and administrative 4 2 7 4 Sublease income Cost of services and selling, general and administrative (1) (1) (2) (2) Total lease expense, net $ 43 $ 51 $ 87 $ 107 |
Supplemental Balance Sheet Information and Weighted Average Remaining Lease Terms and Discount Rates | The weighted average remaining lease terms and discount rates were as follows: October 2, 2020 September 30, 2019 Weighted average remaining lease term (in years): Finance leases 2.5 2.8 Operating leases 5.4 4.2 Weighted average discount rate: Finance leases 6.04 % 6.57 % Operating leases 4.35 % 4.71 % |
Future Minimum Lease Payments Required to be Made, Operating Leases | As of October 2, 2020, future minimum lease payments required to be made under leases were as follows: Fiscal Year (in millions) Operating Leases Finance Remainder of fiscal year 2021 $ 19 $ 55 2022 40 87 2023 36 48 2024 26 19 2025 22 7 Thereafter 43 1 Total minimum lease payments 186 217 Less: Amount representing interest (22) (15) Present value of net minimum lease payments $ 164 $ 202 |
Future Minimum Lease Payments Required to be Made, Finance Leases | As of October 2, 2020, future minimum lease payments required to be made under leases were as follows: Fiscal Year (in millions) Operating Leases Finance Remainder of fiscal year 2021 $ 19 $ 55 2022 40 87 2023 36 48 2024 26 19 2025 22 7 Thereafter 43 1 Total minimum lease payments 186 217 Less: Amount representing interest (22) (15) Present value of net minimum lease payments $ 164 $ 202 |
Pension and Other Benefit Pla_2
Pension and Other Benefit Plans (Tables) | 6 Months Ended |
Oct. 02, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The components of net periodic pension expense (benefit) were: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Service cost $ — $ — $ — $ 1 Interest cost 5 5 9 9 Expected return on assets (6) (8) (12) (15) Net periodic pension benefit $ (1) $ (3) $ (3) $ (5) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Oct. 02, 2020 | |
Segment Reporting [Abstract] | |
Operating Results by Reportable Segment | The following tables summarize operating results regularly provided to the chief operating decision maker by reportable segment: Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Revenue Defense and Intelligence $ 796 $ 777 $ 1,572 $ 1,529 Civilian and Health Care 346 395 678 750 Total revenue $ 1,142 $ 1,172 $ 2,250 $ 2,279 Segment profit Defense and Intelligence $ 101 $ 113 $ 189 $ 231 Civilian and Health Care 38 40 69 73 Total segment profit $ 139 $ 153 $ 258 $ 304 Depreciation and amortization Defense and Intelligence $ 25 $ 24 $ 49 $ 49 Civilian and Health Care 11 16 22 44 Amortization of acquired intangible assets 60 50 121 98 Total depreciation and amortization $ 96 $ 90 $ 192 $ 191 |
Reconciliation of Consolidated Operating Income to Income Before Taxes | Fiscal Quarter Ended Two Fiscal Quarters Ended (in millions) October 2, 2020 September 30, 2019 October 2, 2020 September 30, 2019 Total segment profit $ 139 $ 153 $ 258 $ 304 Not allocated to segments: Share-based compensation (10) (10) (17) (15) Amortization of acquired intangible assets (60) (50) (121) (98) Restructuring costs (13) (2) (31) (4) Separation, transaction and integration-related costs (12) (20) (27) (39) Interest expense, net (29) (36) (59) (71) Other income and expense, net 4 2 19 2 Income before taxes $ 19 $ 37 $ 22 $ 79 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) - 6 months ended Oct. 02, 2020 | facility | segment |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | 2 | 2 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | May 01, 2020 | Jul. 31, 2019 | Oct. 02, 2020 | Mar. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,702 | $ 2,671 | ||
DHPC Technologies | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 53 | |||
Goodwill | 31 | |||
Intangible assets | 20 | |||
Knight Point Systems, LLC | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 264 | |||
Program assets | DHPC Technologies | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 18 | |||
Program assets | Minimum | DHPC Technologies | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life of intangible assets | 20 years | |||
Order or Production Backlog | DHPC Technologies | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 2 | |||
Weighted average useful life of intangible assets | 1 year |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues Disaggregated by Contract Type (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 02, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,142 | $ 1,172 | $ 1,172 | $ 2,250 | $ 2,279 |
Cost-reimbursable | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 392 | 292 | 765 | 586 | |
Fixed-price | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 597 | 662 | 1,178 | 1,248 | |
Time-and-materials | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 153 | 218 | 307 | 445 | |
Defense and Intelligence | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 796 | 777 | 777 | 1,572 | 1,529 |
Defense and Intelligence | Cost-reimbursable | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 336 | 267 | 657 | 535 | |
Defense and Intelligence | Fixed-price | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 386 | 411 | 765 | 783 | |
Defense and Intelligence | Time-and-materials | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 74 | 99 | 150 | 211 | |
Civilian and Health Care | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 346 | 395 | $ 395 | 678 | 750 |
Civilian and Health Care | Cost-reimbursable | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 56 | 25 | 108 | 51 | |
Civilian and Health Care | Fixed-price | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 211 | 251 | 413 | 465 | |
Civilian and Health Care | Time-and-materials | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 79 | $ 119 | $ 157 | $ 234 |
Revenue - Schedule of Revenue_2
Revenue - Schedule of Revenues Disaggregated by Prime or Subcontractor (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 02, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,142 | $ 1,172 | $ 1,172 | $ 2,250 | $ 2,279 |
Prime contractor | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 1,052 | 1,105 | 2,086 | 2,136 | |
Subcontractor | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 90 | 67 | 164 | 143 | |
Defense and Intelligence | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 796 | 777 | 777 | 1,572 | 1,529 |
Defense and Intelligence | Prime contractor | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 729 | 733 | 1,456 | 1,441 | |
Defense and Intelligence | Subcontractor | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 67 | 44 | 116 | 88 | |
Civilian and Health Care | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 346 | 395 | $ 395 | 678 | 750 |
Civilian and Health Care | Prime contractor | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 323 | 372 | 630 | 695 | |
Civilian and Health Care | Subcontractor | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 23 | $ 23 | $ 48 | $ 55 |
Revenue - Schedule of Revenue_3
Revenue - Schedule of Revenues Disaggregated by Customer Type (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 02, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,142 | $ 1,172 | $ 1,172 | $ 2,250 | $ 2,279 |
U.S. federal government, including independent agencies | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 1,082 | 1,095 | 2,128 | 2,135 | |
Non-federal (state, local and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 60 | 77 | 122 | 144 | |
Defense and Intelligence | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 796 | 777 | 777 | 1,572 | 1,529 |
Defense and Intelligence | U.S. federal government, including independent agencies | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 792 | 773 | 1,565 | 1,521 | |
Defense and Intelligence | Non-federal (state, local and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 4 | 4 | 7 | 8 | |
Civilian and Health Care | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 346 | 395 | $ 395 | 678 | 750 |
Civilian and Health Care | U.S. federal government, including independent agencies | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 290 | 322 | 563 | 614 | |
Civilian and Health Care | Non-federal (state, local and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 56 | $ 73 | $ 115 | $ 136 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Millions | Oct. 02, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue expected to be recognized | $ 3,400 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percent | 75.00% |
Period in which revenue is expected to be recognized | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percent | 88.00% |
Period in which revenue is expected to be recognized | 24 months |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Millions | Oct. 02, 2020 | Mar. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 351 | $ 341 |
Current portion of deferred revenue and advance contract payments | 43 | 25 |
Non-current portion of deferred revenue and advance contract payments | $ 0 | $ 2 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Contract assets increased due to recognition of revenue related to satisfaction of performance obligations | $ 10 | |||
Contract liabilities increased due to revenue recognized in excess of payments received | 16 | |||
Amount of contract liabilities recognized as revenue | $ 2 | $ 5 | $ 16 | $ 29 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Oct. 02, 2020 | Jul. 03, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net income | $ 16 | $ (3) | $ 29 | $ 31 | $ 13 | $ 60 |
Common share information: | ||||||
Basic weighted average common shares outstanding (in shares) | 160,790 | 162,220 | 160,720 | 162,510 | ||
Dilutive effect of equity awards (in shares) | 1,110 | 680 | 1,080 | 580 | ||
Diluted weighted average common shares outstanding (in shares) | 161,900 | 162,900 | 161,800 | 163,090 | ||
Earnings per common share: | ||||||
Basic (in dollars per share) | $ 0.10 | $ 0.18 | $ 0.08 | $ 0.37 | ||
Diluted (in dollars per share) | $ 0.10 | $ 0.18 | $ 0.08 | $ 0.37 |
Sale of Receivables (Details)
Sale of Receivables (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Billed and unbilled sold receivables | $ 922 | $ 720 | $ 1,810 | $ 1,410 | |
Collection of receivables sold | 21 | $ 63 | |||
Receivable transfers as sales outstanding | 300 | 300 | $ 255 | ||
Financial Institution | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Collection of receivables sold | $ 887 | $ 749 | $ 1,760 | $ 1,410 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - Level 2 - USD ($) $ in Millions | Oct. 02, 2020 | Mar. 31, 2020 |
Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt fair value disclosure | $ 2,260 | $ 2,180 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt fair value disclosure | $ 2,300 | $ 2,390 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - Derivatives Designated for Hedge Accounting - USD ($) | Oct. 02, 2020 | Mar. 31, 2020 |
Derivative [Line Items] | ||
Derivative liabilities | $ 79,000,000 | $ 87,000,000 |
Interest rate swaps | ||
Derivative [Line Items] | ||
Cash flow hedge gain to be reclassified during next 12 months | 39,000,000 | |
Interest rate swaps | Other current liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 38,000,000 | 37,000,000 |
Interest rate swaps | Other liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 41,000,000 | $ 50,000,000 |
Cash Flow Hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 2,500,000,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | 6 Months Ended | |
Oct. 02, 2020 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total debt | $ 2,299 | $ 2,389 |
Less: current maturities of long-term debt, net | (93) | (89) |
Less: unamortized debt issuance costs and premiums, net | (13) | (17) |
Total long-term debt, net of current maturities | 2,193 | 2,283 |
Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt | 2,213 | 2,305 |
Other debt | 14 | 12 |
Secured debt | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | 50 |
Secured debt | Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.50% | |
Secured debt | Term Loan A Facilities (Tranche 1) | ||
Debt Instrument [Line Items] | ||
Total debt | $ 200 | 200 |
Secured debt | Term Loan A Facilities (Tranche 1) | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.375% | |
Secured debt | Term Loan A Facilities (Tranche 2) | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,510 | 1,552 |
Secured debt | Term Loan A Facilities (Tranche 2) | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.50% | |
Secured debt | Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 489 | 491 |
Secured debt | Term Loan B Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Secured debt | Subtotal senior secured credit facilities | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,199 | 2,293 |
Secured debt | Term Loan A and B Facilities | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | 6 | 6 |
Senior unsecured EDS Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 66 | 66 |
Other debt | $ 20 | 18 |
Stated interest rate | 7.45% | |
Unamortized premiums | $ 10 | $ 11 |
Debt - Maturities of Long-Term
Debt - Maturities of Long-Term Debt (Details) $ in Millions | Oct. 02, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Remainder of fiscal year 2021 | $ 51 |
2022 | 98 |
2023 | 294 |
2024 | 93 |
2025 | 1,230 |
Thereafter | 533 |
Total | $ 2,299 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Amortization of leased assets | $ 26 | $ 29 | $ 53 | $ 65 |
Interest on lease obligations | 3 | 5 | 7 | 10 |
Total finance lease expense | 29 | 34 | 60 | 75 |
Operating lease expense | 11 | 16 | 22 | 30 |
Variable lease expense | 4 | 2 | 7 | 4 |
Sublease income | (1) | (1) | (2) | (2) |
Total lease expense, net | $ 43 | $ 51 | $ 87 | $ 107 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rate (Details) | Oct. 02, 2020 | Sep. 30, 2019 |
Weighted average remaining lease term (in years): | ||
Finance leases | 2 years 6 months | 2 years 9 months 18 days |
Operating leases | 5 years 4 months 24 days | 4 years 2 months 12 days |
Weighted average discount rate: | ||
Finance leases | 6.04% | 6.57% |
Operating leases | 4.35% | 4.71% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Millions | Oct. 02, 2020USD ($) |
Operating Leases | |
Remainder of fiscal year 2021 | $ 19 |
2022 | 40 |
2023 | 36 |
2024 | 26 |
2025 | 22 |
Thereafter | 43 |
Total minimum lease payments | 186 |
Less: Amount representing interest | (22) |
Present value of net minimum lease payments | 164 |
Finance Leases | |
Remainder of fiscal year 2021 | 55 |
2022 | 87 |
2023 | 48 |
2024 | 19 |
2025 | 7 |
Thereafter | 1 |
Total minimum lease payments | 217 |
Less: Amount representing interest | (15) |
Present value of net minimum lease payments | $ 202 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2020USD ($)facility | Jul. 03, 2020facility | Sep. 30, 2019USD ($) | Oct. 02, 2020USD ($)facility | Sep. 30, 2019USD ($) | |
Operating Leased Assets [Line Items] | |||||
Operating leases not yet commenced | $ 17 | $ 17 | |||
Financing leases not yet commenced | $ 1 | $ 1 | |||
Number of facilities no longer utilized | facility | 20 | 24 | |||
Additional number of facilities no longer utilized | facility | 4 | ||||
Restructuring costs | $ 13 | $ 2 | $ 31 | $ 4 | |
ROU assets abandoned | 21 | 21 | |||
Restructuring liability | $ 21 | $ 21 | |||
Minimum | |||||
Operating Leased Assets [Line Items] | |||||
Term of contracts not yet commenced | 3 years | ||||
Maximum | |||||
Operating Leased Assets [Line Items] | |||||
Term of contracts not yet commenced | 8 years |
Pension and Other Benefit Pla_3
Pension and Other Benefit Plans - Narrative (Details) | 3 Months Ended | 6 Months Ended |
Oct. 02, 2020USD ($) | Oct. 02, 2020USD ($) | |
Retirement Benefits [Abstract] | ||
Employer contribution | $ 0 | $ 7,000,000 |
Expected employer contributions during the remainder of fiscal year | $ 0 | $ 0 |
Pension and Other Benefit Pla_4
Pension and Other Benefit Plans - Schedule of Components of Net Periodic Pension Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 1 |
Interest cost | 5 | 5 | 9 | 9 |
Expected return on assets | (6) | (8) | (12) | (15) |
Net periodic pension benefit | $ (1) | $ (3) | $ (3) | $ (5) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Oct. 02, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 16.00% | 22.00% | 41.00% | 24.00% |
Income taxes receivable to be paid to DXC upon receipt | $ 55 | $ 55 |
Stockholders' Equity - Capital
Stockholders' Equity - Capital Stock, Cash Dividend and Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 09, 2020 | Aug. 05, 2020 | Oct. 02, 2020 | Jul. 03, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Oct. 02, 2020 | Sep. 30, 2019 |
Class of Stock [Line Items] | ||||||||
Dividends declared | $ 12 | $ 10 | $ 23 | $ 20 | ||||
Cash dividend per common share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.06 | $ 0.06 | $ 0.14 | $ 0.12 | ||
Share-based compensation | $ 10 | $ 7 | $ 10 | $ 5 | $ 17 | $ 15 | ||
Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Employee stock purchase price on common stock (in dollars per shares) | 95.00% | |||||||
Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Employee stock purchase price on common stock (in dollars per shares) | 85.00% | |||||||
RSUs | ||||||||
Class of Stock [Line Items] | ||||||||
Shares granted (in shares) | 1,100,000 | |||||||
Weighted average grant date fair value of shares (in dollars per share) | $ 23.81 | |||||||
PSUs | ||||||||
Class of Stock [Line Items] | ||||||||
Shares granted (in shares) | 916,000 | |||||||
Weighted average grant date fair value of shares (in dollars per share) | $ 23.98 | |||||||
Stock purchase plan | ||||||||
Class of Stock [Line Items] | ||||||||
Shares authorized (in shares) | 5,000,000 | |||||||
Subsequent event | ||||||||
Class of Stock [Line Items] | ||||||||
Cash dividend per common share (in dollars per share) | $ 0.07 |
Segment Information (Details)
Segment Information (Details) - 6 months ended Oct. 02, 2020 | facility | segment |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Reporting - Operating R
Segment Reporting - Operating Results by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 02, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 1,142 | $ 1,172 | $ 1,172 | $ 2,250 | $ 2,279 |
Total segment profit | 139 | 153 | 258 | 304 | |
Depreciation and amortization | 96 | 90 | 192 | 191 | |
Defense and Intelligence | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 796 | 777 | 777 | 1,572 | 1,529 |
Total segment profit | 101 | 113 | 189 | 231 | |
Depreciation and amortization | 25 | 24 | 49 | 49 | |
Civilian and Health Care | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 346 | $ 395 | 395 | 678 | 750 |
Total segment profit | 38 | 40 | 69 | 73 | |
Depreciation and amortization | 11 | 16 | 22 | 44 | |
Amortization of acquired intangible assets | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | $ 60 | $ 50 | $ 121 | $ 98 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Reportable Segment Profit to the Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 02, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 02, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||
Total segment profit | $ 139 | $ 153 | $ 258 | $ 304 | |
Income Statement Compensation Expense Items [Abstract] | |||||
Amortization of acquired intangible assets | (96) | (90) | (192) | (191) | |
Restructuring costs | (13) | $ (2) | (31) | (4) | |
Separation, transaction and integration-related costs | (12) | (20) | (27) | (39) | |
Interest expense, net | (29) | (36) | (59) | (71) | |
Income before taxes | 19 | $ 37 | 37 | 22 | 79 |
Operating segments | |||||
Segment Reporting Information [Line Items] | |||||
Total segment profit | 139 | 153 | 258 | 304 | |
Corporate | |||||
Income Statement Compensation Expense Items [Abstract] | |||||
Share-based compensation | (10) | (10) | (17) | (15) | |
Amortization of acquired intangible assets | (60) | (50) | (121) | (98) | |
Restructuring costs | (13) | (2) | (31) | (4) | |
Separation, transaction and integration-related costs | (12) | (20) | (27) | (39) | |
Interest expense, net | (29) | (36) | (59) | (71) | |
Other income and expense, net | $ 4 | $ 2 | $ 19 | $ 2 |
Commitments and Contingencies -
Commitments and Contingencies - Contingencies (Details) $ in Millions | Dec. 23, 2019plaintiff | Jun. 27, 2019plaintiff | Aug. 18, 2016 | Oct. 31, 2018plaintiff | Oct. 02, 2020USD ($) |
Loss Contingencies [Line Items] | |||||
Purchase commitment, amount | $ | $ 141 | ||||
Forsyth, et al. v. HP Inc and Hewlett Packard Enterprice | Pending litigation | |||||
Loss Contingencies [Line Items] | |||||
Age of plaintiff at time of termination | 40 years | ||||
Number of plaintiffs | 145 | ||||
Forsyth, et al. v. HP Inc and Hewlett Packard Enterprice | Settled litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of plaintiffs | 142 | 16 |
Commitments and Contingencies_2
Commitments and Contingencies - Guarantees (Details) $ in Millions | Oct. 02, 2020USD ($) |
Guarantor Obligations [Line Items] | |
Stand-by letters of credit outstanding (less than) | $ 1 |
Surety bond outstanding amount | 40 |
Surety bonds | Guarantee obligations | |
Guarantor Obligations [Line Items] | |
Surety bonds expire in fiscal year 2021 | 7 |
Surety bonds expire in fiscal 2022 | $ 33 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 30, 2020USD ($) |
Subsequent event | Fifth Amendment, MARPA Facility | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 325,000,000 |