Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 1, 2020, DXC Technology Company (the "Company") completed the
previously announced sale (the "Sale") of its U.S. State and Local Health and
Human Services business (the "HHS Business") to Milano Acquisition Corp. (the
"Purchaser"), a Delaware corporation affiliated with Veritas Capital Fund
Management, L.L.C., a Delaware limited liability company, pursuant to a Purchase
Agreement, dated as of March 9, 2020, by and between the Company and the
Purchaser (as amended, the "Purchase Agreement"), for total cash consideration
of $5,000,000,000 (including $85,000,000 related to future services to be
provided by the Company) subject to customary adjustments (the "Consideration").
All statements in this Current Report on Form 8-K (including all exhibits
attached hereto) that do not directly and exclusively relate to historical facts
constitute "forward-looking statements." These statements represent the
Company's intentions, plans, expectations and beliefs, and are subject to risks,
uncertainties and other factors many of which are outside the Company's control.
These factors could cause actual results to differ materially from such
forward-looking statements. For a written description of these factors, see the
section titled "Risk Factors" in the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 2020, as updated in subsequent SEC filings
including the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2020. The Company disclaims any intention or obligation to update
these forward-looking statements whether as a result of subsequent event or
otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Unaudited pro forma consolidated financial information of the Company giving
effect to the disposition of the Sale, and the related notes thereto, required
by Article 11 of Regulation S-X is attached hereto as Exhibit 99.1.
The unaudited pro forma condensed consolidated financial information does not
include indirect costs that (a) have been conveyed with the HHS Business (b) the
Company is entitled to reimbursement for in order to provide general and
administrative services as part of our transition services agreements with the
HHS Business and (c) are other general and administrative costs associated with
the HHS business that will be reviewed and targeted for elimination. The vast
majority of these indirect costs that have not been included in the pro forma
consolidated financial information fall into categories (a) and (b) as outlined
above.
(d) Exhibits.
Exhibit No. Description
99.1          Unaudited Pro Forma Condensed Financial Information.
            Cover Page Interactive Data File (embedded within the Inline XBRL
104         document).






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