10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File No.: 1-4850

DXC TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

Nevada	61-1800317
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20408 Bashan Drive, Suite 231
Ashburn, Virginia 20147
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (703) 972-9700

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	DXC	The New York Stock Exchange
1.750% Senior Notes Due 2026	DXC 26	The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   x Yes  o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   o Yes  x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	x	Accelerated Filer	o
Non-accelerated Filer	o	Smaller reporting company		☐
		Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  

☐ Yes  x No

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on September 29, 2023, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing price of a share of the registrant’s common stock on that date, was $4,056,482,026.

178,912,976 shares of common stock, par value $0.01 per share, were outstanding as of May 6, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of March 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

TABLE OF CONTENTS

Item		Page
	PART I
1.	Business	3
1A.	Risk Factors	10
1B.	Unresolved Staff Comments	35
1C.	Cybersecurity	36
2.	Properties	38
3.	Legal Proceedings	38
4.	Mine Safety Disclosures	38
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
6.	Reserved	40
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
7A.	Quantitative and Qualitative Disclosures about Market Risk	59
8.	Financial Statements and Supplementary Data	60
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	116
9A.	Controls and Procedures	116
9B.	Other Information	118
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	118
	PART III
10.	Directors, Executive Officers and Corporate Governance	118
11.	Executive Compensation	118
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	119
13.	Certain Relationships and Related Transactions, and Director Independence	120
14.	Principal Accountant Fees and Services	120
	PART IV
15.	Exhibit and Financial Statement Schedules	121
16.	Form 10-K Summary	126

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

All statements and assumptions contained in this Annual Report on Form 10-K and in the documents incorporated by reference that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” Forward-looking statements often include words such as “anticipates,” “believes,” “estimates,” “expects,” “forecast,” “goal,” “intends,” “objective,” “plans,” “projects,” “strategy,” “target,” and “will” and words and terms of similar substance in discussions of future operating or financial performance. These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved.

Forward-looking statements include, among other things, statements with respect to our future financial condition, results of operations, cash flows, business strategies, operating efficiencies or synergies, divestitures, competitive position, growth opportunities, share repurchases, dividend payments, plans and objectives of management and other matters. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control.

Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to:

•our inability to succeed in our strategic objectives;

•the risk of liability, reputational damages or adverse impact to business due to service interruptions, from security breaches, cyber-attacks, other security incidents or disclosure of confidential information or personal data;

•compliance, or failure to comply, with obligations arising under new or existing laws, regulations, and customer contracts relating to the privacy, security and handling of personal data;

•our product and service quality issues;

•our inability to develop and expand our service offerings to address emerging business demands and technological trends, including our inability to sell differentiated services amongst our offerings;

•our inability to compete in certain markets and expand our capacity in certain offshore locations and risks associated with such offshore locations, such as the on-going conflict between Russia and Ukraine;

•failure to maintain our credit rating and ability to manage working capital, refinance and raise additional capital for future needs;

•difficulty in understanding the changes to our business model by financial or industry analysts or our failure to meet our publicly announced financial guidance;

•public health crises such as the COVID-19 pandemic;

•our indebtedness and potential material adverse effect on our financial condition and results of operations;

•the competitive pressures faced by our business;

•our inability to accurately estimate the cost of services, and the completion timeline of contracts;

•failure by us or third party partners to deliver on commitments or otherwise breach obligations to our customers;

•the risks associated with climate change and natural disasters;

•increased scrutiny of, and evolving expectations for, sustainability and environmental, social and governance (“ESG”) initiatives;

•our inability to attract and retain key personnel and maintain relationships with key partners;

•the risks associated with prolonged periods of inflation or current macroeconomic conditions, including the current decline in economic growth rates in the United States and in other countries, the possibility of reduced spending by customers in the areas we serve, the uncertainty related to our cost-takeout efforts, continuing unfavorable foreign exchange rate movements, and our ability to close new deals in the event of an economic slowdown;

•the risks associated with our international operations, such as risks related to currency exchange rates;

•our inability to comply with existing and new laws and regulations, including social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands;

•our inability to achieve the expected benefits of our restructuring plans;

•our inadvertent infringement of third-party intellectual property rights or infringement of our intellectual property rights by third parties;

•our inability to procure third-party licenses required for the operation of our products and service offerings;

•risks associated with disruption of our supply chain;

•our inability to maintain effective disclosure controls and internal control over financial reporting;

•potential losses due to asset impairment charges;

•our inability to pay dividends or repurchase shares of our common stock;

•pending investigations, claims and disputes and any adverse impact on our profitability and liquidity;

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•disruptions in the credit markets, including disruptions that reduce our customers’ access to credit and increase the costs to our customers of obtaining credit;

•counterparty default risk in our hedging program;

•our failure to bid on projects effectively;

•financial difficulties of our customers and our inability to collect receivables;

•our inability to maintain and grow our customer relationships over time and to comply with customer contracts or government contracting regulations or requirements;

•our inability to succeed in our strategic transactions;

•changes in tax rates, tax laws, and the timing and outcome of tax examinations;

•risks following the merger of Computer Sciences Corporation (“CSC”) and Enterprise Services business of Hewlett Packard Enterprise Company's (“HPES”) businesses, including anticipated tax treatment, unforeseen liabilities and future capital expenditures;

•risks following the spin-off of our former U.S. Public Sector business (the “USPS”) and its related mergers with Vencore Holding Corp. and KeyPoint Government Solutions in June 2018 to form Perspecta Inc. (including its successors and permitted assigns, “Perspecta”) (collectively, the "USPS Separation and Mergers");

•volatility of the price of our securities, which is subject to market and other conditions; and

•the other factors described under Item 1A. “Risk Factors.”

No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date they are made. Any forward-looking statement made by us in this Annual Report on Form 10-K speaks only as of the date on which this Annual Report on Form 10-K was first filed. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law. We make certain ESG and sustainability-related disclosures in this Annual Report on Form 10-K; our inclusion of those disclosures is in response to certain areas of stakeholder interest, and should not be read as implying that such disclosures are necessarily material to our operations, strategy or financial statements.

We provide information herein and on our website, including in our voluntary ESG-related reporting, that is not necessarily “material” under the U.S. federal securities laws for Securities and Exchange Commission (the “SEC”) reporting purposes, even if we use the term “material” or “materiality” herein, on our website and in our external ESG disclosures, or in other materials that we may release from time to time in connection with our ESG efforts, goals and initiatives. For example, we include climate risk cost estimates in our voluntary climate change-related reporting, and these estimates, which are based on assumptions, we do not currently consider material as that term is defined under the U.S. federal securities laws. Any such ESG-related information, whether included herein, on our website or otherwise, may be informed by definitions of materiality other than the definition under the U.S. federal securities laws and may be informed by various ESG standards and frameworks (including SASB, TCFD, CDP and GRI standards as well as standards for the measurement of underlying data) and the interests of various stakeholders. Given the inherent uncertainty of such information, estimates, assumptions and timelines contained in our ESG-related disclosures, we may not be able to anticipate in advance whether or the degree to which such matters are “material” under the U.S. federal securities laws or whether we will or will not be able to meet our plans, targets or goals.

Furthermore, much of this information is subject to assumptions, estimates, or third-party information that is still evolving and subject to change. For example, we note that methodologies regarding the calculation of greenhouse gas emissions metrics as well as any associated reductions are still evolving, Our disclosures may change due to revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies, changing stakeholder focus, or other factors, some of which may be beyond our control. However, we cannot guarantee that any changes will strictly align with particular standards, frameworks, or the methodological preferences of particular stakeholders. We may also rely on third-party information, standards, and certifications, which may change over time as methodologies and data availability and quality continue to evolve. These factors, as well as any inaccuracies or methodological concerns with the third-party data and frameworks we use, including in our own estimates or assumptions in response to such frameworks, may cause results to differ materially, and adversely, from estimates and beliefs made by us or third parties, including regarding our ability to achieve our goals. While we are not aware of any material flaws with the third-party information we have used, except to the extent disclosed, we have not undertaken to independently verify this information or the assumptions or other methodological aspects underlying such information.

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Throughout this report, we refer to DXC Technology Company, together with its consolidated subsidiaries, as “we,” “us,” “our,” “DXC,” or the “Company.” In order to make this report easier to read, we also refer throughout to (i) our Consolidated Financial Statements as our “financial statements,” (ii) our Consolidated Statements of Operations as our “statements of operations,” (iii) our Consolidated Statements of Comprehensive Income (Loss) as the "statements of comprehensive income,"(iv) our Consolidated Balance Sheets as our “balance sheets” and (v) our Consolidated Statements of Cash Flows as our “statements of cash flows.” In addition, references throughout to numbered “Notes” refer to the numbered Notes to our Financial Statements that we include in the Financial Statements section of this report.

PART I

ITEM 1. BUSINESS

Overview

DXC, a Nevada corporation, is a global IT services market leader. We provide mission-critical IT services that transform global businesses. We deliver excellence for our customers and colleagues around the world.

Our approximately 130,000 people in about 65 countries are entrusted by our customers, who represent close to half of today’s Fortune 500 companies. We operate through two segments: Global Business Services ("GBS") and Global Infrastructure Services ("GIS"), to provide solutions that modernize operations and drive innovation across our customers' entire IT estate.

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

Segments and Services

Our reportable segments are GBS and GIS.

Global Business Services

GBS provides innovative technology solutions that help our customers address key business challenges and accelerate transformations tailored to each customer’s industry and specific objectives. GBS offerings include:

•Analytics and Engineering. Our portfolio of analytics services and extensive partner ecosystem help customers gain rapid insights, automate operations, and accelerate their transformation journeys. We provide software engineering, consulting, and data analytics solutions that enable businesses to run and manage their mission-critical functions, transform their operations, and develop new ways of doing business.

•Applications. We help simplify, modernize and accelerate mission-critical applications that support business agility and growth through our Applications services. We are the engineers that enable our customers to take advantage of the latest digital platforms with both customized and pre-packaged applications, ensure resiliency, launch new products and enter new markets with minimal disruption. We help customers define, execute and manage their enterprise applications strategy.

•Insurance Software and Business Process Services. We partner with insurance clients, to modernize and run IT systems, provide proprietary modular insurance software and platforms, and operate the full spectrum of insurance business process services. We also help operate and continuously improve bank cards, payment and lending processes and operations, and customer experience operations.

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Global Infrastructure Services

GIS provides a portfolio of technology offerings that deliver predictable outcomes and measurable results while reducing business risk and operational costs for customers. GIS offerings include:

•Security. Our Security services help customers assess risk and proactively address all facets of the security environment, from threat intelligence to compliance. We leverage proven methodologies, intelligent automation and industry-leading partners to tailor security solutions to customers’ unique business needs. Our experts weave cyber resilience into IT security, operations and culture. Whether migrating to the cloud, protecting data with a Zero Trust strategy or managing a security operations center, our Security services enable our customers to focus on their business.

•Cloud Infrastructure and IT Outsourcing (“ITO”). We enable customers to do Cloud Right™, making the right investments at the right time and on the right platforms. We orchestrate hybrid cloud and multicloud environments, ensuring private and public clouds, servers and mainframes operate effectively together. We provide companies with tailored plans for cloud migration and optimization to enable successful transformation. We leverage our deep expertise in legacy IT and drive innovation with reliable, secure, mission-critical IT Outsourcing services – from compute and data center, to storage and backup, to network, to mainframe and to business continuity – providing a clear path to modernization.

•Modern Workplace. Our Modern Workplace services put the employee experience first, helping them achieve new levels of productivity, engagement and collaboration while working seamlessly and securely on any device. Organizations are empowered to deliver a consumer-like experience, centralize IT management and support services, and improve the total cost of ownership.

See Note 19 - "Segment and Geographic Information" for additional information related to our reportable segments, including the disclosure of segment revenues, segment profit, and financial information by geographic area.

Important Divestitures

During the past three fiscal years, we completed certain divestitures, including:

•During fiscal 2023, DXC completed the sale of its German financial services subsidiary to the FNZ Group.

•During fiscal 2022, DXC completed the sale of its healthcare provider software business to Dedalus Holding S.p.A.

•In addition, during the past three fiscal years, DXC completed the sale of certain insignificant businesses.

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

Sales and Marketing

We market and sell our services to customers through our direct sales force, which operates out of various locations around the world. Our customers include commercial businesses of many sizes and across many industries, as well as public sector enterprises. No individual customer exceeded 10% of our consolidated revenues for fiscal 2024, fiscal 2023, or fiscal 2022.

Seasonality

General economic conditions have an impact on our business and financial results. The markets in which we sell our solutions, services and products occasionally experience weak economic conditions that may negatively affect sales. We also experience some seasonal trends in the sale of our services. For example, contract awards and certain revenue are often tied to the timing of our customers' fiscal year-ends, and we also experience seasonality related to our own fiscal year-end selling activities.

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Competition

The IT and professional services markets we compete in are highly competitive and are not dominated by a single company or a small number of companies. A substantial number of companies offer services that overlap our offerings and are competitive with our services. In addition, the increased importance of offshore labor centers has brought several foreign-based competitors into our markets.

Our competitors include:

•large multinational enterprises that offer some or all of the services and solutions that we offer;

•smaller companies that offer focused services and solutions similar to those that we offer;

•offshore service providers in lower-cost locations, particularly in India that sell directly to end-users;

•solution or service providers that compete with us in a specific industry segment or service area; and

•in-house functions of corporations that use their own resources rather than engaging an outside IT services provider.

The principal methods of competition in the markets for our solutions and services include:

•vision and strategic advisory ability;

•integrated solutions capabilities;

•performance and reliability;

•global and diverse talent;

•delivery excellence and ongoing support;

•responsiveness to customer needs;

•competitive pricing of services;

•technical and industry expertise;

•reputation and experience;

•quality of solutions and services; and

•financial stability and strong corporate governance.

Our ability to obtain new business and retain existing business is dependent upon the following:

•technology, industry and systems know-how with an independent perspective on best solutions across software, hardware, and service providers;

•ability to offer improved strategic frameworks and technical solutions;

•investments in our services and solutions;

•focus on responsiveness to proactively address customer needs, provide quality services and competitive prices;

•successful management of our relationships with leading strategic and solution partners in hardware, networking, cloud, applications and software;

•project management experience and capabilities, including delivery;

•end-to-end spectrum of IT and professional services we provide; and

•financial stability and strong corporate governance.

Intellectual Property

We rely on a combination of trade secrets, patents, copyrights, and trademarks, as well as contractual protections to protect our business interests. While our technical services and products are not generally dependent upon patent protection, we do selectively seek patent protection for certain inventions likely to be incorporated into products and services or where obtaining such proprietary rights will improve our competitive position.

As our patent portfolio has been built over time, the remaining terms of the individual patents across the patent portfolio vary. We believe that our patents and patent applications are important for maintaining the competitive differentiation of our solutions and services and enhancing our freedom to sell solutions and services in markets in which we choose to participate.

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Additionally, we own or have rights to various trademarks, service marks, and trade names that are used in the operation of our business. We also own or have the rights to copyrights that protect the content of our products and other proprietary materials.

In addition to developing our intellectual property portfolio, we license intellectual property rights from third parties as we deem appropriate. We have also granted and plan to continue to grant licenses to others under our intellectual property rights when we consider these arrangements to be in our interest.

Environmental, Social and Governance (ESG)

The governance of DXC's ESG program is a multitiered process involving our Board of Directors (the "Board"), members of our executive staff and internal leadership. Our Board provides oversight of our ESG program, enabling us to have the governance, long-term strategy and processes to manage ESG outcomes and meet the needs of our stakeholders. The Nominating/Corporate Governance Committee of our Board has specific oversight of ESG. Our ESG leadership team updates the committee quarterly on ESG status and provides an update to the full Board annually.

Our ESG strategy reflects our ongoing commitment to being a responsible corporate citizen. DXC has been a signatory of the United Nations Global Compact ("UNGC") since the inception of our Company in 2017, and we are committed in our efforts to align with the UNGC's Ten Principles for responsible business practices. We are proud to be part of the global movement to reduce the impact of climate change on the world, and we are dedicated to driving sustainable growth by setting ambitious emissions reduction targets, which have been validated by the Science Based Targets initiative (the "SBTi") under the SBTi corporate near-term criteria.

We strive to reduce our impact on the environment and improve resource efficiency in the areas of energy consumption, data center management and travel and transportation. Our conservation efforts are supported in part by our shift to a virtual-first operating model, which enables our workforce to be largely remote and helps us reduce our overall direct energy consumption, which in turn helps to reduce our greenhouse gas emissions. While the virtual-first model mainly helps reduce the size of our office footprint, we are also pursuing efficiency programs for data centers and data center rationalization programs to reduce energy consumption.

DXC also partners with customers to help them achieve their own climate-related goals. In response to shifting customer demand, we offer a number of products and services that can have a significant impact on our customers’ sustainability objectives, delivering climate-related benefits far greater than what we could achieve alone through our internal carbon-reduction efforts. Based on reports from our customers, offerings such as DXC Modern Workplace, cloud migration services and data-driven sustainability services can directly reduce carbon emissions for our customers.

Additional information about our ESG initiatives is available on our website at http://dxc.com/us/en/about-us/corporate-responsibility. The information on our website, including our voluntary ESG-related reporting, is not incorporated by reference into, and is expressly not a part of, this report.

Environmental Regulation

Our operations are subject to regulation under various federal, state, local, and foreign laws concerning the environment and sustainability, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, and the clean-up of contaminated sites. Certain laws may also impose liability without regard to fault or the legality of the original conduct. Environmental costs and accruals are presently not material to our operations, cash flows or financial position; and, we do not currently anticipate material capital expenditures for environmental control facilities. However, we could incur substantial costs including clean-up costs, fines and civil or criminal sanctions and third-party damage or personal injury claims if we were to violate or become liable under existing and future environmental laws or legislation.

Human Capital Management

As a leading global information technology services company, we attract highly skilled and educated people from around the world. At DXC, we value our people and the opportunity to engage with them - we are at our best when our people feel valued and respected.

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Value of Employee Engagement

We prioritize our employees and actively take steps to enhance their engagement. Drawing from feedback collected through regular engagement surveys, our management has introduced several initiatives to enhance the employee experience. These include measures such as rewards and recognition, transparent communication, process enhancements, and utilization of various platforms like Global Talent Management, Coaching & Mentoring, and Career Development programs. Additionally, global recognition efforts contribute to fostering positive employee experiences and engagement.

Training and Development

At DXC, we consider professional development a corporate responsibility and a strategic investment in both our employees’ growth and the Company’s future. Through our global learning management ecosystem, we provide a wide range of learning programs and a robust career development system to empower employees to reach their full potential. Encouraging continuous learning, personal growth, and exploration of new opportunities contributes to our ability to retain a motivated and knowledgeable workforce. At DXC, assessing employee abilities and recognizing their contributions is fundamental to our development approach. Our self-directed learning culture allows employees to learn at their own pace and in an environment that suits their preferences. Additionally, we emphasize the critical role of managers in supporting and guiding our people toward success.

Inclusion & Diversity

We are committed to an inclusive and diverse workforce and seek to promote inclusion and diversity in legally compliant manners, including maintenance of policies regarding non-discrimination, anti-harassment, and equal employment opportunity.

Human Rights

We are committed to the protection and advancement of human rights and to enabling our operations in communities around the world to function with integrity. DXC is firmly committed to seeking to prevent modern slavery and the exploitation of vulnerable groups. Our main human rights–related focus areas are adopting policies and practices aimed at preventing human rights abuses through our large and diverse global supply chain and supporting a diverse and inclusive corporate culture. DXC’s Responsible Supply Chain Principles outline the human rights and environmental stewardship we expect from our suppliers.

Available Information

We use our corporate website, www.dxc.technology, as a routine channel for distributing important information, including detailed company information, financial news, SEC filings, Annual Reports, historical stock information and links to a recent earnings call webcast. DXC’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and the Proxy Statements for our Annual Meetings of Stockholders are made available, free of charge, on our corporate website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. They are also available through the SEC at www.sec.gov. Our corporate governance guidelines, Board committee charters (including the charters of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee) and code of ethics entitled "Code of Conduct" are also available on our website. The information on our website is not incorporated by reference into, and is not a part of, this report.

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Information About Our Executive Officers

Name	Age	Year First Elected as Officer	Term as an Officer	Position Held with the Registrant as of the filing date	Family Relationship
Raul Fernandez	57	2023	Indefinite	President and Chief Executive Officer	None
Rob Del Bene	64	2023	Indefinite	Executive Vice President and Chief Financial Officer	None
Howard Boville	56	2023	Indefinite	General Manager, Applications Services and Artificial Intelligence	None
James M. Brady	57	2023	Indefinite	Executive Vice President and Chief Operating Officer	None
Christopher R. Drumgoole	49	2021	Indefinite	General Manager, Cloud Infrastructure & ITO	None
Matthew K. Fawcett	56	2024	Indefinite	Executive Vice President and General Counsel	None
Mary E. Finch	55	2019	Indefinite	Executive Vice President, Chief Human Resources Officer and Global Lead, Marketing & Communication	None
Christopher A. Voci	52	2021	Indefinite	Senior Vice President, Corporate Controller and Principal Accounting Officer	None
Andrew Wilson	58	2023	Indefinite	General Manager, Modern Workplace	None

Business Experience of Executive Officers

Raul Fernandez serves as President and Chief Executive Officer of DXC since February 1, 2024. He previously served as Interim President and Chief Executive Officer of DXC from December 18, 2023, to January 31, 2024. Mr. Fernandez has served as a member of our Board of Directors since August 13, 2020. He is Vice Chairman and co-owner of Monumental Sports & Entertainment, a private partnership which owns some of Washington, D.C.’s major sports franchises. Mr. Fernandez brings more than three decades of executive experience scaling innovative and rapidly growing technology companies. Mr. Fernandez was the founder of Proxicom, which under his leadership evolved into a prominent early global provider of e-commerce solutions for Fortune 500 companies, Mr. Fernandez guided the growth of Proxicom from its launch in 1991 to public listing in 1999. Proxicom was acquired by Dimension Data. From 2000 to 2002, he served as Chief Executive Officer for Dimension Data North America, an information systems integration company, and as a director of its parent company, Dimension Data Holdings Plc, in 2001. He also served as Chairman and CEO for ObjectVideo, a leading developer of intelligent video surveillance software, which was sold to Alarm.com in 2017. He was also a member of President George W. Bush’s Council of Advisors on Science and Technology. Mr. Fernandez has also served on the board of directors of several public companies, including Broadcom, Inc. from January 2020 to April 2024, GameStop Corp. from April 2019 to June 2021, and Kate Spade & Co. from 2000 until its acquisition by Coach, Inc. in July 2017. Mr. Fernandez currently serves on the board of directors of NeuroSync, a neuro health technology company that utilizes artificial intelligence to develop eye-tracking software and analytic technologies to diagnose and treat neurological impairments and brain health conditions, RemoteRetail, a technology and services company that offers enterprise customers a cloudbased marketplace for their hybrid workforces, and URBANEER, an urban innovation company designing and engineering next generation living spaces. He is also on the Strategic Advisory Board of Volition Capital, a Boston-based growth equity firm, and is a Special Advisor to Carrick Capital Partners, a growth-oriented investment firm.

Rob Del Bene serves as the Executive Vice President and Chief Financial Officer of DXC since June 2023. Before joining DXC, Mr. Del Bene spent 42 years at IBM where he served in various senior finance roles, including most recently as General Manager, IBM Technology Lifecycle Services, IBM’s $6 billion technology support business. He also served as IBM’s Vice President and Controller; General Manager, IBM Global Financing; and Vice President and Treasurer, along with other senior roles.

Howard Boville serves as General Manager for Applications Services and Artificial Intelligence since September 2023. Before joining DXC, he served as Senior Vice President and Head of IBM Cloud Platform & Technology Lifecycle Services from April 2020 to September 2023. Prior to his role at IBM, Mr. Boville served as Chief Technology Officer at Bank of America from August 2021 to April 2020. He joined Bank of America in August 2012 from British Telecom, where he served in its Global Services Division. Mr. Boville currently serves on the board of Entrust, a global leader in trusted identities, payments and data protection.

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James M. Brady serves as Executive Vice President and Chief Operating Officer of DXC since April 2023. He previously served as Executive Vice President of Global Delivery from April 2022 to April 2023 and as President of the Americas Region from June 2020 to April 2022. Before joining DXC, he served as Chief Operating Officer of Accumen Inc., a tech-enabled healthcare performance company, from July 2012 until June 2020. Before joining Accumen Inc., Mr. Brady served in a variety of leadership positions at Accenture from June 2006 until July 2012. Prior to that, Mr. Brady served 20 years at Honeywell in a variety of leadership roles, most recently as vice president of Integrated Supply Chain for the aerospace engines business.

Christopher R. Drumgoole serves as General Manager, Cloud Infrastructure and ITO since April 2023. He previously served as Executive Vice President and Chief Operating Officer of DXC from August 2021 to April 2023 and as Executive Vice President and Chief Information Officer of DXC from April 2020 to August 2021. Before joining DXC, Mr. Drumgoole served as Chief Information Officer at GE from May 2018 to April 2020, where he led the company’s global technology operations, including applications, infrastructure, and related shared services. Prior to that role, he was GE’s Chief Technology Officer from April 2014 to April 2018. Mr. Drumgoole joined GE from Verizon, where he was Chief Operating Officer of Verizon’s Terremark subsidiary, a cloud, hosting, and data center provider, from January 2012 to April 2014. Mr. Drumgoole serves on the Board of Directors of Kodiak Gas Services; on the Advisory Board of Florida International University’s College of Engineering & Computing; and on the Board of Directors of ONUG, a forum for IT business leaders interested in open technologies. Mr. Drumgoole previously served on the Board of Directors of PetSmart.

Matthew K. Fawcett serves as Executive Vice President and General Counsel of DXC since April 2024. Before joining DXC, he served at NetApp as Executive Vice President and Chief Strategy Officer from December 2021 to February 2023, as Chief Strategy and Legal Officer from June 2021 to December 2021, and as General Counsel from September 2010 to June 2021. Prior to NetApp, Mr. Fawcett was Senior Vice President and General Counsel for JDS Uniphase from 1999 until August 2010.

Mary E. Finch serves as Executive Vice President, Chief Human Resources Officer and Global Lead, Marketing of DXC since April 2023. She previously served as Executive Vice President and Chief Human Resources Officer of DXC from October 2019 to April 2023. Before joining DXC, Ms. Finch served as Executive Vice President and Chief Human Resources Officer of AECOM from September 2015 to October 2019. Prior to that, she served at Accenture as Senior Managing Director from September 2013 to August 2015 and as Managing Director Human Resources from January 2001 to September 2013, where she held various roles across the company including COO of Human Resources where she drove global delivery of HR services, overseeing operations supporting approximately 320,000 employees across 56 countries and multiple Accenture businesses. Ms. Finch also served as VP Human Resources of Abilizer Solutions Inc. from 2000 to 2001.

Christopher A. Voci serves as Senior Vice President, Corporate Controller and Principal Accounting Officer since June 2021. Before joining DXC, Mr. Voci served as Senior Vice President, Corporate Controller and principal accounting officer for CACI International Inc. from November 2018 to May 2021. From June 2018 to November 2018, Mr. Voci served as Vice President and Controller for the Innovation Systems Sector of Northrop Grumman Corporation. From 2016 to June 2018, Mr. Voci served first as Vice President, Finance and then as Vice President, Controller and principal accounting officer of Orbital ATK (subsequently purchased by Northrop Grumman). Prior to that, he spent eleven years at Air Products and Chemicals, Inc. (“APD”). While at APD from 2004 to 2015, Mr. Voci was Global Controller Industrial Gases from 2014 to 2015, Global Controller Merchant Gases from 2011 to 2014, Director, Financial Planning & Analysis from 2007 to 2011 and Global Healthcare Controller from 2004 to 2007. Mr. Voci served as Senior Manager, Audit and Risk Advisory Services at KPMG LLP from 2002 to 2004 and in various roles at Arthur Andersen LLP from 1994 to 2002.

Andrew Wilson serves as General Manager for Modern Workplace since October 2023. Before joining DXC, he served as Chief Digital Officer and Corporate Vice President of Microsoft from January 2020 to December 2022. Prior to that, he served in a variety of leadership positions at Accenture during his 27-year tenure with the company, including as Chief Information Officer from September 2013 to December 2019. Mr. Wilson also served as Chief Executive Officer of GE Capital IT Solutions.

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ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, which may materially and adversely affect our business, financial condition, and results of operations, and the actual outcome of matters as to which forward-looking statements are made in this Annual Report on Form 10-K. In such case, the trading price for DXC common stock could decline, and you could lose all or part of your investment. Past performance may not be a reliable indicator of future financial performance and historical trends should not be used to anticipate results or trends in future periods. Future performance and historical trends may be adversely affected by the risks discussed in this section. Other variables and risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect our business, financial condition, and results of operations or the price of shares of our common stock in the future.

Risk Factor Summary

Risks Related to Our Business

•We may not succeed in our strategic objectives.

•We are vulnerable to security breaches, cyber-attacks, other cybersecurity events or incidents or disclosure of confidential information or personal data.

•We are subject to obligations arising under new or existing laws, regulations, and customer contracts relating to the privacy, security and handling of personal data.

•We are vulnerable to product and service quality issues.

•We may fail to continue to develop and expand service offerings to address emerging demands.

•We may fail to compete in certain markets or continue to expand our capacity, and are subject to risks, in certain offshore locations.

•We may fail to maintain our credit rating, manage working capital, refinance and raise additional capital.

•Changes to our business model may be hard to understand by the market and we may fail to meet our guidance.

•Our business and financial results could be materially adversely affected by public health crises.

•Our indebtedness could have a material adverse effect on our financial condition and results of operations.

•Our primary markets are highly competitive.

•We may fail to accurately estimate the cost of services and the timeline for completion of contracts.

•We or our third parties may fail to deliver on commitments or otherwise breach obligations to our customers.

•We are subject to a series of risks relating to climate change and natural disasters; and increased scrutiny of, and evolving expectations for, sustainability and ESG initiatives could also adversely impact our business.

•We may fail to attract and retain qualified personnel.

•Prolonged periods of inflation have an adverse effect on general economic conditions and consumer budgeting, and could adversely impact our profitability and results of operations.

•Our international operations are exposed to risks, including fluctuations in exchange rates.

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•Failure to comply with federal, state, local and foreign laws and regulations could result in costs or sanctions that adversely affect our business. Social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands, may adversely affect our relationships with customers and investors.

•Our restructuring plans may not benefit us and may adversely affect our business.

•We may be subject to intellectual property related risks and may fail to procure necessary third-party licenses.

•Disruption of our supply chain could adversely impact our business.

•We may fail to maintain effective disclosure controls and internal control over financial reporting.

•We could suffer additional losses due to asset impairment charges.

•We may fail to pay dividends or repurchase shares of our common stock that we announced previously.

•Pending litigations may have a material and adverse impact on our profitability and liquidity.

•Disruptions in the credit markets may reduce our customers' access to credit and increase the costs to our customers of obtaining credit, and our hedging program is subject to counterparty default risk.

•We may not achieve revenue and profit objectives if we fail to competitively bid on our projects effectively.

•If our customers experience financial difficulties, we may not be able to collect our receivables.

•We may fail to maintain and grow our customer relationships over time or to comply with customer contracts or government contracting regulations or requirements.

•Our strategic transactions may prove unsuccessful.

•Changes in tax rates, tax laws, and uncertainty of tax examinations could affect our results of operations.

•The price of our securities may be volatile.

Risks Related to Our Completed Strategic Transactions

•We could have an indemnification obligation to HPE if the stock distribution in connection with the HPES business separation were determined not to qualify for tax-free treatment.

•If the HPES Merger does not qualify as a reorganization under Section 368(a) of the Code, CSC's former stockholders may incur significant tax liabilities.

•We assumed certain material pension benefit obligations following the HPES Merger. These liabilities and future funding obligations could restrict our cash available for operations, capital expenditures and other requirements.

•The USPS Separation and Mergers and NPS Separation could result in substantial tax liability to DXC and our stockholders.

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Risks Related to Our Business

We may not succeed in our strategic objectives, which could adversely affect our business, financial condition, results of operations and cash flows.

Our transformation journey focuses on our customers, optimizing costs and seizing the market. We may not be able to implement our strategic priorities and progress on our transformation journey in accordance with our expectations for a variety of reasons, including failure to execute on our plans in a timely fashion, lack of adequate skills, ineffective management, inadequate incentives, customer resistance to new initiatives, inability to control costs or maintain competitive offerings. We also cannot be certain that executing on our strategy will generate the benefits we expect. If we fail to execute successfully on our strategic priorities, or if we pursue strategic priorities that prove to be unsuccessful, our business, financial position, results of operations and cash flows may be materially and adversely affected.

We could be held liable for damages, our reputation could suffer, and our business may be materially impacted due to service interruptions, from security breaches, cyber-attacks, other cybersecurity events or incidents or disclosure of confidential information or personal data.

As a provider of IT services to private and public sector customers operating in a number of industries and countries, we store and process increasingly large amounts of data for our customers, including sensitive and personally identifiable information. We possess valuable proprietary information, including copyrights, trade secrets and other intellectual property and we collect and store certain personal and financial information from customers and employees. We also rely on and manage IT infrastructure and systems (collectively, “IT Systems”) of our own and of customers, and we rely on third parties who provide various critical hardware, software and services to support our IT Systems and business operations.

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and data. Cybersecurity incidents can result from unintentional events or deliberate attacks by insiders such as employees, contractors or service providers or third parties, including criminals, competitors, nation-states, and hacktivists. These incidents can result in disruption to our business (for example, due to ransomware or denial-of-service) through an impact on our IT Systems and/or the compromise, corruption or loss of data belonging to us or our clients, employees, vendors or other partners. Because our products and services in some instances are integrated with our customers’ systems and processes, a successful attack on us could compromise the confidentiality, integrity, and availability of our customers’ IT Systems and sensitive data, despite our monitoring efforts and tools in place designed to prevent such attacks. A successful cyberattack may cause us to incur costs and liability (whether contractual or otherwise), such as monetary damages resulting from litigation, remediation costs, and regulatory actions, fines or penalties. Any of the foregoing, or a combination of the foregoing, could have a material impact on our results of operations or financial condition.

We regularly experience cyber events and sometimes have security incidents, including unauthorized efforts to access our IT Systems, and we expect such attacks and incidents to continue in varying degrees. While incidents experienced thus far have not resulted in material disruption to our business, it is possible that we or a critical service provider could suffer a severe attack or incident, with potentially material adverse effects on our business, reputation, customer relations, results of operations or financial condition. There can be no assurance that our cybersecurity risk management strategy and processes will be fully complied with or effective in protecting any IT Systems, data or business operations.

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Threat actors are increasingly sophisticated and using tools and techniques, including artificial intelligence (“AI”), designed to circumvent security controls, to evade detection and to remove or obfuscate forensic evidence, which makes it more difficult for us to detect, identify, investigate, contain or recover from, future cyberattacks and security incidents. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments increase the likelihood that our encryption and other algorithms that we use to protect our data and that of customers, including sensitive customer transaction data, may fail. Computer programmers and hackers have deployed and may continue to develop and deploy ransomware, malware and other malicious software programs through phishing and other methods that attack our products. Given the nature of complex systems, hardware, software and services like ours, and the scanning tools that we deploy across our infrastructure, environment and products, we regularly identify and track security vulnerabilities. We cannot guarantee that, in all instances, we can comprehensively apply patches or confirm that measures are in place to mitigate or otherwise manage vulnerabilities before they can be exploited by a threat actor. In other situations, vulnerabilities persist even after we have issued security patches because our customers may fail to apply patches or update their systems to newer software versions. If threat actors are able to exploit critical vulnerabilities before patches are installed or mitigating measures are implemented, compromises could impact our and our customers’ IT Systems and data. From time to time, we also identify security vulnerabilities and deficiencies to our IT Systems from risk assessments, penetration testing, internal audit activities and third-party reports. Remediation of such vulnerabilities and deficiencies is a continuous process, and there is no guarantee that such remediation efforts will be successful. Sophisticated hardware, software and applications produced or procured from third parties, notwithstanding our third-party risk management process and our efforts to test and remediate cyber vulnerabilities before integrating them into our IT systems, may still contain defects in design or manufacture, including “bugs” or other vulnerabilities that may be exploited. We have acquired and may continue to acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to cybersecurity, operational, and financial risks. In addition, continued remote and hybrid working arrangements post-COVID present potentially increased risk associated with security vulnerabilities present in non-corporate and home networks. And, as we and various third parties continue to explore and integrate AI into various products and services, we are likely exposed to new and unknown cybersecurity risks and threats.

A party, whether an insider or a third party operating outside the Company, who is able to circumvent our security measures or those of our contractors, partners or vendors could access our IT Systems, or those of a critical third party, and misappropriate proprietary information, the confidential data of our customers, employees or business partners or cause interruption in our or their operations. The costs to eliminate or alleviate cyber or other security problems, including ransomware, malware, bugs, malicious software programs and other security vulnerabilities, could be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers, which may impede our sales, distribution or other critical functions.

In the event of a cyberattack or security incident, we could be exposed to regulatory actions, customer attrition due to reputational concerns or otherwise, containment and remediation expenses, and claims brought by our customers or others for breaching contractual confidentiality and security provisions or data protection or privacy laws. We must expend capital and other resources to protect against security incidents, including attempted security breaches and cyber-attacks, and to alleviate problems caused by successful breaches or attacks. The cost, potential monetary damages, and operational consequences of responding to security incidents and implementing remediation measures could be significant and may be in excess of insurance policy limits or not be covered by our insurance at all. Moreover, failure to maintain effective internal accounting controls related to data security breaches and cybersecurity in general could impact our ability to produce timely and accurate financial statements and could subject us to regulatory scrutiny.

Finally, portions of our infrastructure and IT Systems also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be expensive, time-consuming, disruptive and resource intensive. Such disruptions could adversely impact our ability to fulfill orders and respond to customer requests and interrupt other processes. Delayed sales, lower margins or loss of customers resulting from these disruptions could reduce our revenues, increase our expenses, damage our reputation, and adversely affect our stock price.

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Compliance, or failure to comply, with obligations arising under new or existing laws, regulations, and customer contracts relating to the privacy, security and handling of personal data could adversely affect our financial condition, results of operations and cash flows.

We receive, store or otherwise process personal data related to our customers, employees and other individuals (including end-customers and employees of our customers) in order to run our business and are subject to a variety of laws, regulations, and contractual obligations relating to the privacy, security and handling of personal data. We expect increasing cybersecurity and data privacy obligations around the world to impose additional regulatory pressures on our customers’ businesses and, indirectly, on our operations, or lead to inquiries, investigations, litigation or enforcement actions. In the United States, we are seeing increasing regulatory obligations and expectations imposed on our government and non-government customers. In response, some of our customers have sought, and may continue to seek, to contractually impose certain strict data privacy and information security obligations on us. To the extent our customers are required by laws, rules, or regulations to impose such contractual obligations on us, we may have no or limited ability to reject them or negotiate them in our favor. Moreover, some of our customer contracts may not limit our liability for the loss of confidential information (including personal data), data breaches or other cybersecurity incidents or other business impact. If we are unable to adequately address these concerns, our business and results of operations could suffer.

Compliance with privacy and security laws, requirements and regulations may result in cost increases due to expanded compliance obligations, potential systems changes, the development of additional administrative processes and increased enforcement actions, litigation, fines and penalties. The regulatory landscape in these areas continues to evolve rapidly, and there is a risk that the Company could fail to address or comply with the fast changing regulatory environment, which could lead to regulatory or other actions that could result in material liability for the Company. For example, in 2020, the California Consumer Privacy Act (“CCPA”) came into force and provides new data privacy rights for California consumers and new operational requirements for covered companies, including service providers to covered companies. The CCPA has encouraged similar laws in other states across the country, and comprehensive privacy statutes that share similarities with the CCPA are now in effect and enforceable in Virginia, Utah, Colorado, and Connecticut and will soon be enforceable in several other states as well, with proposed laws being considered in many other states. New and developing legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in compliance programs, and could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

In addition, we are subject to the European Union General Data Protection Regulation (the “EU GDPR”) and to the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”). The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection and use of data relating to an identifiable living individual or “personal data,” including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal data out of the European Economic Area (“EEA”) and the UK. Since we are under the supervision of relevant data protection authorities in both the EEA and the UK, we may be fined under both the EU GDPR and UK GDPR for the same breach. Penalties for certain breaches are up to the greater of EUR 20 million/ GBP 17.5 million or 4% of our global annual turnover. In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/ change our data processing activities, enforcement notices, assessment notices for a compulsory audit and/or civil claims (including class actions).

While we strive to comply with all applicable data protection laws and regulations, as well as internal privacy policies, any failure or perceived failure to comply or any misappropriation, loss or other unauthorized disclosure of personal data and other sensitive information may result in proceedings or actions against us by government or other entities, private lawsuits against us (including class actions) or the loss of customers, which could potentially have an adverse effect on our business, reputation and results of operations.

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Product and service quality issues could impact the Company’s business, operating results and financial condition.

Our products and services are highly technical and complex and may contain errors, defects or security vulnerabilities that cannot be discovered before a product or service is released, installed and used by customers. If errors, malfunctions, defects or disruptions in service are experienced by customers or in our operations, they could impact customers’ business operations and harm our operating results and reputation, which harm may not be fully cured by our subsequent remediation efforts. In addition, our liability insurance may not adequately cover liabilities incurred, and uncovered losses could be large and harm our financial condition.

Our ability to continue to develop and expand our service offerings to address emerging business demands and technological trends, including our ability to sell differentiated services, may impact our future growth. If we are not successful in meeting these business challenges, our results of operations and cash flows may be materially and adversely affected.

Our ability to implement solutions for our customers, incorporating new developments and improvements in technology that translate into productivity improvements for our customers, and our ability to develop digital and other new service offerings that meet current and prospective customers' needs, as well as evolving industry standards are critical to our success. The markets we serve are highly competitive and characterized by rapid technological change, which has resulted in deflationary pressure in the price of services that in turn can adversely impact our margins. Our competitors may develop solutions or services that make our offerings obsolete or may force us to decrease prices on our services which can result in lower margins. Our ability to develop and implement innovative technology solutions that meet evolving customer needs in analytics, software engineering, applications, business process services, digital cloud, information technology (“IT”) outsourcing and consulting, and in areas such as AI, automation, Internet of Things and software as-a-service solutions, in a timely or cost-effective manner, will impact our ability to retain and attract customers and our future revenue growth and earnings. If we are unable to continue to execute our strategy and grow our GBS business and expand margins while stabilizing our GIS business in a highly competitive and rapidly evolving environment or if we are unable to commercialize such services and solutions, expand and scale them with sufficient speed and versatility, our growth, productivity objectives and profit margins could be negatively affected.

Technological developments may materially affect the cost and use of technology by our customers. Some of these technologies have reduced and replaced some of our traditional services and solutions and may continue to do so in the future. For example, our competitors may introduce new product and service offerings that utilize AI and machine learning. Such offerings could render some of our offerings obsolete or harm our ability to negotiate for favorable terms. This has caused, and may in the future cause, customers to delay spending under existing contracts and engagements and to delay entering into new contracts while they evaluate new technologies. Such delays can negatively impact our results of operations if the pace and level of spending on new technologies by some of our customers are not sufficient to make up any shortfall by other customers. In addition, we face significant competition from competitors, new players and our own customers in developing AI capabilities. The AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient, and our AI features may not achieve sufficient levels of accuracy or may have unintended consequences, including allegations of bias, discrimination, legal and regulatory violations, or violation of third-party intellectual property rights. There is no guarantee that our products or services that integrate AI capabilities will achieve market acceptance and help us maintain or enhance our competitive position.

Our growth strategy focuses on responding to these types of developments by driving innovation that will enable us to expand our business into new growth areas. However, market for new technologies, such as AI, may not develop as we have anticipated. If we do not sufficiently invest in new technology and adapt to industry developments, or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and successfully drive innovation, our services and solutions, our results of operations, and our ability to develop and maintain a competitive advantage and to execute on our growth strategy could be negatively affected.

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Our ability to compete in certain markets we serve is dependent on our ability to continue to expand our capacity in certain offshore locations. However, as our presence in these locations increases, we are exposed to risks inherent to these locations which may adversely affect our revenue and profitability.

A significant portion of our application outsourcing and software development activities has been shifted to India and other lower-cost locations. As a result, we are exposed to the risks inherent in operating in India or other locations, including (1) public health crisis such as the COVID-19 pandemic and government responses, (2) a highly competitive labor market for skilled workers, which may result in significant increases in labor costs, as well as shortages of qualified workers in the future, (3) currency exchange risks, and (4) the possibility that the U.S. Federal Government or the European Union may enact legislation that creates significant disincentives for customers to locate certain of their operations offshore, which would reduce the demand for the services we provide in such locations and may adversely impact our cost structure and profitability. In addition, India has experienced, and other countries may experience, political instability, civil unrest and hostilities with neighboring countries. Negative or uncertain political climates in countries or locations where we operate, such as Ukraine, including but not limited to, military activities or civil hostilities, criminal activities and other acts of violence, infrastructure disruption, natural disasters or other conditions could adversely affect our operations or cause us to exit certain markets.

The ongoing conflict between Russia and Ukraine has impacted our business and financial performance in that region. In response to Russian military actions in Ukraine, we have exited the Russian market. Additionally, some of our Ukraine team members have been forced to relocate to other countries and within Ukraine. As of March 31, 2024, we had around 3,200 employees in Ukraine. We are closely monitoring the developing situation and are committed to caring for our colleagues in the region. The ongoing conflict could cause harm to our team members and otherwise impair their ability to work for extended periods of time, as well as disrupt telecommunications systems, banks and other critical infrastructure necessary to conduct business in Ukraine. In addition, the United States created two new regional embargoes targeting the non-Ukrainian government-controlled areas of the Donetsk and Luhansk oblasts of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine. If large parts of Ukraine become the target of further U.S. or other applicable sanctions, we may be legally unable to do business or otherwise continue to operate in Ukraine. If these contingencies come to pass, our results of operations and cash flows may be adversely affected.

Governmental authorities in the U.S., the EU and the UK, among others, launched an expansion of coordinated sanctions and export control measures, including, among others, blocking and other sanctions against some of the largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system) and certain Russian businesses. Any alleged or actual failure to comply with these measures may subject us to government scrutiny, civil and/or criminal proceedings, sanctions and other liabilities, which may have a material adverse effect on our international operations, financial condition, and results of operations. Actions taken by Russia in response to such sanctions could also have a material adverse effect on our operations. For example, in response to increased sanctions, Russia or another government could attempt to take control of assets in Russia or Ukraine of Western companies that are suspending or withdrawing their operations from Russia, such as DXC. Should our assets in the region be seized, there is no guarantee that we would be able to recover those assets in the future.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended ("FCPA") and similar anti-bribery laws in other jurisdictions. We pursue opportunities in certain parts of the world that experience government corruption and in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Our internal policies mandate compliance with all applicable anti-bribery laws. We require our employees, partners, subcontractors, agents, and others to comply with the FCPA and other anti-bribery laws. There is no assurance that our policies or procedures will protect us against liability under the FCPA or other laws for actions taken by our employees and intermediaries. If we are found to be liable for FCPA violations (either due to our own acts or our omissions, or due to the acts or omissions of others), we could suffer from severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation, business, results of operations or cash flows. In addition, detecting, investigating and resolving actual or alleged violations of the FCPA or other anti-bribery violations is expensive and could consume significant time and attention of our senior management.

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Failure to maintain our credit rating and ability to manage working capital, refinance and raise additional capital for future needs could adversely affect our liquidity, capital position, borrowing cost, and access to capital markets.

We currently maintain investment grade credit ratings with Moody's Investors Service, Fitch Rating Services, and Standard & Poor's Ratings Services. Our credit ratings are based upon information furnished by us or obtained by a rating agency from its own sources and are subject to revision, suspension or withdrawal by one or more rating agencies at any time. Rating agencies may review the ratings assigned to us due to developments that are beyond our control, including potential new standards requiring the agencies to reassess rating practices and methodologies. Ratings agencies may consider changes in credit ratings based on changes in expectations about future profitability and cash flows even if short-term liquidity expectations are not negatively impacted. If changes in our credit ratings were to occur, it could result in higher interest costs under certain of our credit facilities. It would also cause our future borrowing costs to increase and limit our access to capital markets. For example, we currently fund a portion of our working capital requirements in the U.S. and European commercial paper markets. Any downgrade below our current rating would, absent changes to current market liquidity, substantially reduce or eliminate our ability to access that source of funding and could otherwise negatively impact the perception of our company by lenders and other third parties. In addition, certain of our major contracts provide customers with a right of termination in certain circumstances in the event of a rating downgrade below investment grade. There can be no assurance that we will be able to maintain our credit ratings, and any additional actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position and access to capital markets.

Our liquidity is a function of our ability to successfully generate cash flows from a combination of efficient operations and continuing operating improvements, access to capital markets and funding from third parties. In addition, like many multinational regulated enterprises, our operations are subject to a variety of tax, foreign exchange and regulatory capital requirements in different jurisdictions that have the effect of limiting, delaying or increasing the cost of moving cash between jurisdictions or using our cash for certain purposes. Our ability to maintain sufficient liquidity going forward is subject to the general liquidity of and on-going changes in the credit markets as well as general economic, financial, competitive, legislative, regulatory and other market factors that are beyond our control. An increase in our borrowing costs, limitations on our ability to access the global capital and credit markets or a reduction in our liquidity can adversely affect our financial condition and results of operations. For example, in response to increasing inflation, the U.S. Federal Reserve, along with central banks around the world, has been raising interest rates. It is difficult to predict the impact of such events on us, our third-party partners or customers or economic markets more broadly, which have been and will continue to be highly dependent upon the actions of governments and businesses in response to macroeconomic events, and the effectiveness of those actions. Such actions may impact our ability, desire, or the timing of seeking funding for various investment opportunities.

In addition, volatility and disruption in banking and capital markets can adversely affect our ability to refinance, and increase the cost of refinancing, some or all of our debt. Disruptions in the financial markets can also adversely affect our lenders, insurers, customers, and other counterparties. Our total liquidity depends in part on the availability of funds under the revolving credit facility and our other financing agreements. The failure of any lender’s ability to fund future draws on our revolving credit facility or our other financing arrangements could reduce the amount of cash we have available for operations and additional capital for future needs.

Information regarding our credit ratings is included in Part II, Item 7 of this Annual Report on Form 10-K under the caption "Liquidity and Capital Resources."

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If financial or industry analysts have difficulty in understanding the changes to our business model, or we fail to meet our publicly announced financial guidance, our stock price and trading volume could decline.

We are growing our GBS segment, de-emphasizing lower margin resale business in the GIS segment and moving toward an infrastructure-light business model. Given the complexity of the transition process and the uncertain global economic conditions, we may not be able to progress on our transformation journey in accordance with our expectations, and it is likely that our prior forecasts will prove to be incorrect. Additionally, industry or financial analysts that publish reports about our business may not accurately capture and reflect our transition process. As a result, we may fail to meet their expectations.

If our financial results fail to meet our publicly announced financial guidance or market expectations, analysts could downgrade our common stock or publish unfavorable research that could cause our stock price or trading volume to decline, potentially significantly.

Our business and financial results have been adversely affected and could continue to be materially adversely affected by public health crises.

Public health crises, such as the COVID-19 pandemic, have caused disruptions in global economies, financial and commodities markets and rapid shifts in governmental and public health policies.

Negative impacts to our business have occurred, and may occur in the future, including disruptions or restrictions on our employees’ ability to work effectively, as well as temporary closures of our facilities or the facilities of our customers or our subcontractors, or the requirements to deliver our services remotely. If a business interruption occurs and we are unsuccessful in our continuing efforts to minimize the impact of these events, our business, results of operations, financial position, and cash flows could be materially adversely affected.

Any future economic downturn induced by COVID-19 or any other public health crisis, depending upon its severity and duration, could also lead to a deterioration of worldwide credit and financial markets that could negatively affect the financial health of customers, lower their demand for our services, limit their ability or willingness to pay us in a timely manner and our ability to obtain external financing to fund our operations and capital expenditures, result in losses on our holdings of cash and investments due to failures of financial institutions and other parties, and result in a higher rate of losses on our accounts receivables due to credit defaults.

We have indebtedness, which could have a material adverse effect on our business, financial condition and results of operations.

We have indebtedness totaling approximately $4.1 billion as of March 31, 2024 (including capital lease obligations). We may incur substantial additional indebtedness in the future for many reasons, including to fund acquisitions. Our existing indebtedness, together with the incurrence of additional indebtedness and the restrictive covenants contained in, or expected to be contained in the documents evidencing such indebtedness, could have significant consequences on our future operations, including:

•events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could, if material and not cured, result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses;

•subjecting us to the risk of increased sensitivity to interest rate increases in our outstanding variable-rate indebtedness that could cause our debt service obligations to increase significantly; for instance, the U.S. Federal Reserve, along with central banks around the world, has raised benchmark interest rates significantly;

•increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability for debt financing;

•reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

•placing us at a competitive disadvantage compared to less leveraged competitors;

•increasing our vulnerability to the impact of adverse economic and industry conditions; and

•causing us to reduce or eliminate our return of cash to our stockholders, including via dividends and share repurchases.

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In addition, we could be unable to refinance our outstanding indebtedness on reasonable terms or at all.

Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. There can be no assurance that our business will generate sufficient cash flow from operations, or that current or future borrowings will be sufficient to meet our current debt obligations and to fund other liquidity needs.

Our primary markets are highly competitive. If we are unable to compete in these highly competitive markets, our results of operations may be materially and adversely affected.

Our competitors include large, technically competent and well-capitalized companies, some of which have emerged as a result of industry consolidation, as well as “pure-play” companies that have a single product focus. This competition may place downward pressure on operating margins in our industry, particularly for technology outsourcing contract extensions or renewals. As a result, we may not be able to maintain our current operating margins, or achieve favorable operating margins, for technology outsourcing contracts extended or renewed in the future. If we fail to effectively reduce our cost structure during periods with declining margins, our results of operations may be adversely affected.

We encounter aggressive competition from numerous and varied competitors. Our competitiveness is based on factors including technology (including building AI capabilities into our offerings), innovation, performance, price, quality, reliability, brand, reputation, range of products and services, account relationships, customer training, service and support and security. If we are unable to compete based on such factors, we could lose customers or we may experience reduced profitability from our customers and our results of operations and business prospects could be harmed. We have a large portfolio of services and we need to allocate financial, personnel and other resources across all services while competing with companies that have smaller portfolios or specialize in one or more of our service lines. As a result, we may invest less in certain business areas than our competitors do, and competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to our services. Industry consolidation may also affect competition by creating larger, more homogeneous and potentially stronger competitors in the markets in which we operate. Additionally, competitors may affect our business by entering into exclusive arrangements with existing or potential customers or suppliers.

Companies with whom we have alliances in certain areas may be or become competitors in other areas. In addition, companies with whom we have alliances also may acquire or form alliances with competitors, which could reduce their business with us. If we are unable to effectively manage these complicated relationships with alliance partners, our business and results of operations could be adversely affected.

We face aggressive price competition and may have to lower prices to stay competitive, while simultaneously seeking to maintain or improve revenue and gross margin. This price competition may continue to increase from emerging companies that sell products and services into the same markets in which we operate. In addition, competitors who have a greater presence in some of the lower-cost markets in which we compete, or who can obtain better pricing, more favorable contractual terms and conditions, may be able to offer lower prices than we are able to offer. If we experience pressure from competitors to lower our prices, we may have lower than expected profit margins and lost business opportunities if we are unable to match the price declines. Our cash flows, results of operations and financial condition may be adversely affected by these and other industry-wide pricing pressures.

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If we are unable to accurately estimate the cost of services and the timeline for completion of contracts, the profitability of our contracts may be materially and adversely affected.

Our commercial contracts are typically awarded on a competitive basis. Our bids are based upon, among other items, the expected cost to provide the services. We generally provide services under time and materials contracts, unit-price contracts, fixed-price contracts, and multiple-element software sales. We are dependent on our internal forecasts and predictions about our projects and the marketplace and, to generate an acceptable return on our investment in these contracts, we must be able to accurately estimate our costs to provide the services required by the contract and to complete the contracts in a timely manner. We face a number of risks when pricing our contracts, as many of our projects entail the coordination of operations and workforces in multiple locations and utilizing workforces with different skill sets and competencies across geographically diverse service locations. In addition, revenues from some of our contracts are recognized using the percentage-of-completion method, which requires estimates of total costs at completion, fees earned on the contract, or both. This estimation process, particularly due to the technical nature of the services being performed and the long-term nature of certain contracts, is complex and involves significant judgment. Adjustments to original estimates are often required as work progresses, experience is gained, and additional information becomes known, even though the scope of the work required under the contract may not change. If we fail to accurately estimate our costs or the time required to complete a contract, the profitability of our contracts may be materially and adversely affected.

Some ITO services agreements contain pricing provisions that permit a customer to request a benchmark study by a mutually acceptable third party. The benchmarking process typically compares the contractual price of services against the price of similar services offered by other specified providers in a peer comparison group, subject to agreed-upon adjustment, and normalization factors. Generally, if the benchmarking study shows that the pricing differs from the peer group outside a specified range, and the difference is not due to the unique requirements of the customer, then the parties will negotiate in good faith appropriate adjustments to the pricing. This may result in the reduction of rates for the benchmarked services performed after the implementation of those pricing adjustments, which could harm the financial performance of our services business.

Some IT service agreements require significant investment in the early stages that is expected to be recovered through billings over the life of the agreement. These agreements often involve the construction of new IT systems and communications networks and the development and deployment of new technologies. Substantial performance risk exists in each agreement with these characteristics, and some or all elements of service delivery under these agreements are dependent upon successful completion of the development, construction, and deployment phases. Failure to perform satisfactorily under these agreements may expose us to legal liability, result in the loss of customers or harm our reputation, which could harm the financial performance of our IT services business.

Performance under contracts, including those on which we have partnered with third parties, may be adversely affected if we or the third parties fail to deliver on commitments or otherwise breach obligations to our customers.

Our contracts are complex and, in some instances, may require that we partner with other parties, including software and hardware vendors, to provide the complex solutions required by our customers. For example, we recently entered a strategic partnership with a third-party cloud infrastructure provider to accelerate customer cloud adoption and digital transformation. Our ability to deliver the solutions and provide the services required by our customers is dependent on our and our partners' ability to meet our customers' delivery schedules, which is affected by a multitude of factors, including climate change. If we or our partners fail to deliver services or products on time, our ability to complete the contract may be adversely affected. If any third-party providers unexpectedly terminate our agreement, we would be forced to incur additional expenses to locate alternative providers and may experience outages or disruptions to our service. In addition, many public cloud infrastructure providers have also entered into strategic partnerships with our competitors. These alliances may result in more compelling product and service offerings than those we offer.

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Additionally, our customers may perform audits or require us to perform audits and provide audit reports with respect to the controls and procedures that we use in the performance of services for such customers. Our ability to acquire new customers and retain existing customers may be adversely affected and our reputation could be harmed if we receive a qualified opinion, or if we cannot obtain an unqualified opinion in a timely manner, with respect to our controls and procedures in connection with any such audit. We could also incur liability if our controls and procedures, or the controls and procedures we manage for a customer, were to result in an internal control failure or impair our customer’s ability to comply with its own internal control requirements. If we or our partners fail to meet our contractual obligations or otherwise breach obligations to our customers, we could be subject to legal liability, which may have a material and adverse impact on our revenues and profitability.

We are subject to a series of risks relating to climate change and natural disasters, which may affect our worldwide business operations and financial results.

There are inherent climate-related risks wherever business is conducted. Climate change increases both the frequency and severity of meteorological phenomena, extreme weather events and natural disasters (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) that may affect our worldwide business operations or those of our suppliers, require us to incur additional operating or capital expenditures or otherwise adversely impact our business, financial condition or results of operations. Climate change may impact the frequency and/or intensity of such events, as well as contribute to chronic physical changes, such as shifting precipitation or temperature patterns or rising sea-levels, which may also impact our operations or infrastructure on which we rely. We have facilities around the world and our facilities, our employees’ ability to work or our supply chain may be impacted by climate change-related weather events or effects, including natural disasters. Increasing temperatures resulting from global warming could lead to increasing energy costs and unfavorable operating cost impacts, as well as extreme weather events that could cause loss of power or water access to data centers and service disruptions, resulting in contractual fines or loss of business. Our data centers require water for cooling purposes, and severe droughts or other extreme weather events or atmospheric changes that result in water scarcity, particularly in high-stress water areas, could adversely impact our ability to continue to operate or utilize data centers that we own or lease. Additionally, our customers’ facilities may be impacted by climate change-related weather events or effects, which may impact our ability to serve our customers. While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks. Any of the foregoing could have a material adverse effect on our financial condition and results of operations.

Additionally, we expect to be subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business. For more information, see our risk factor “Our business operations are subject to various and changing federal, state, local and foreign laws and regulations that could result in costs or sanctions that adversely affect our business and results of operations. Social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands, may adversely affect our relationships with customers and investors.”

Increased scrutiny of, and evolving expectations for, sustainability and ESG initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.

We, as with other companies, are facing increasing scrutiny related to our ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants, customers, and other stakeholder groups. With this increased focus, public reporting regarding ESG practices is becoming more broadly expected. Such increased scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations.

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While we have in the past and may at times continue to engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others), such initiatives may be costly and may not have the desired effect. For example, expectations around company’s management of ESG matters continue to evolve rapidly, in many instances due to factors that are out of our control. In addition, we may commit to certain initiatives or goals and we may not ultimately achieve such commitments or goals due to cost, technological constraints, or other factors that are within or outside of our control. Certain of our commitments, goals and other ESG-related disclosures are based on estimates, including, for example, our risk cost estimates disclosed in our voluntary climate change disclosures, and, even though we currently do not expect such costs to be material, they may attract regulatory or stakeholder attention or result in additional disclosure requirements in the future. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous, or not in keeping with particular standards or best practices or be subject to misinterpretation. Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders. If our ESG practices and reporting do not meet investor, consumer, employee, or other stakeholder expectations, which continue to evolve, our brand, reputation and customer retention may be negatively impacted, and we may be subject to investor or regulator engagement regarding such matters, even if they are currently voluntary. Certain market participants, including major institutional investors, use third-party benchmarks or scores to measure our ESG practices in making investment and voting decisions. As ESG best practices, reporting standards and disclosure requirements continue to develop, we may incur increasing costs related to ESG monitoring and reporting. Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters. Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. In addition, new sustainability rules and regulations have been adopted and may continue to be introduced in various jurisdictions. Sustainability and ESG-related regulations are evolving rapidly, and operating in more than one jurisdiction is likely to make our compliance with ESG and sustainability-related rules more complex and expensive, and potentially expose us to greater levels of legal risks associated with our compliance. Our failure or inability to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, customer attraction and retention, access to capital and employee retention. Such ESG matters may also impact our suppliers and customers, which may augment or cause additional impacts on our business, financial condition or results of operations.

Our ability to provide customers with competitive services is dependent on our ability to attract and retain qualified personnel.

Our ability to grow and provide our customers with competitive services is partially dependent on our ability to attract and retain highly motivated people with the skills necessary to serve our customers. As competition for highly skilled employees in our industry has grown increasingly intense, we have experienced, and may experience in the future, higher than anticipated levels of employee attrition. These risks to attracting and retaining the necessary talent may be exacerbated by recent labor constraints and inflationary pressures on employee wages and benefits. Additionally, we may be unable to hire or retain talent who are trained in artificial intelligence, machine learning and advanced algorithms, to keep pace with the rapid and continuous technological changes in our industry. Immigration laws in the countries in which we operate are subject to legislative changes, as well as to variations in the standards of application and enforcement due to political forces and economic conditions. Changes in immigration laws or varying applications of immigration laws to limit the availability of certain work visas in the U.S. may impact our ability to hire talent that we need to enhance our products and services and for our operations. It is also difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our international personnel. The loss of personnel could impair our ability to perform under certain contracts, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

Additionally, the inability to adequately develop and train personnel and assimilate key new hires or promoted employees could have a material adverse effect on relationships with third parties, our financial condition and results of operations and cash flows.

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We also must manage leadership development and succession planning throughout our business. Any significant leadership change and accompanying senior management transition involves inherent risk and any failure to ensure a smooth transition could hinder our strategic planning, execution and future performance. While we strive to mitigate the negative impact associated with changes to our senior management team, such changes may cause uncertainty among investors, employees, customers, creditors and others concerning our future direction and performance. If we fail to effectively manage our leadership changes, including ongoing organizational and strategic changes, our business, financial condition, results of operations, cash flows and reputation, as well as our ability to successfully attract, motivate and retain key employees, could be harmed.

In addition, uncertainty around future employment opportunities, facility locations, organizational and reporting structures, and other related concerns may impair our ability to attract and retain qualified personnel. If employee attrition is high, it may adversely impact our ability to realize the anticipated benefits of our strategic priorities.

If we do not hire, train, motivate, and effectively utilize employees with the right mix of skills and experience in the right geographic regions and for the right offerings to meet the needs of our customers, our financial performance and cash flows could suffer. For example, if our employee utilization rate is too low, our profitability, and the level of engagement of our employees could decrease. If that utilization rate is too high, it could have an adverse effect on employee engagement and attrition and the quality of the work performed, as well as our ability to staff projects. If we are unable to hire and retain enough employees with the skills or backgrounds needed to meet current demand, we may need to redeploy existing personnel, increase our reliance on subcontractors or increase employee compensation levels, all of which could also negatively affect our profitability. In addition, if we have more employees than necessary with certain skill sets or in certain geographies, we may incur increased costs as we work to rebalance our supply of skills and resources with customer demand in those geographies.

Our business is primarily non-unionized, but we have unions and works councils in Europe, Australia, South Korea, South America and Canada, which from time to time may constrain our operational flexibility and efficiency in implementing business decisions and introducing new technologies, tools or processes within our desired timeframe. Activism of employee populations could result in higher costs and operational changes to establish new relationships with worker representatives.

Prolonged periods of inflation have an adverse effect on general economic conditions and consumer budgeting, which could impact our profitability and have a material adverse effect on our business and results of operations, especially for customer contracts where we do not have adequate inflation protections.

We generally provide services under time and materials contracts, unit-price contracts, fixed-price contracts, and multiple-element software sales. In many of our contracts, we bear the risk of cost overruns, completion delays, resource requirements, wage inflation and adverse movements in exchange rates in connection with these contracts. Certain, but not all, of these contracts provide for price adjustments for inflation or abnormal escalation. However, if one or more raw materials or components for our products (e.g., semiconductors) were to experience an isolated price increase without inflationary impacts on the broader economy, we may not be entitled to inflation protection under those contracts.

Additionally, inflation has risen worldwide and the United States has recently experienced historically high levels of inflation. If the inflation rate continues to increase, it can also push up the costs of labor and our employee compensation expenses. There is no assurance that our revenues will increase at the same rate to maintain the same level of profitability.

Inflation and government efforts to combat inflation, such as raising benchmark interest rate, could increase market volatility and have an adverse effect on the financial market and general economic conditions. In a time of uncertainty, our customers may reduce spending or have difficulty in budgeting for external IT services, delay procurement of products and services from us or delay their payment for products and services we have already provided, and we may have difficulty closing new deals in the event of an economic slowdown, all of which could adversely affect our profitability, results of operations and cash flow.

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Our international operations are exposed to risks, including fluctuations in exchange rates, which may be beyond our control.

Our exposure to currencies other than the U.S. dollar may impact our results, as they are expressed in U.S. dollars. Currency variations also contribute to variations in sales of products and services in affected jurisdictions. While historically we have partially mitigated currency risk, including exposure to fluctuations in currency exchange rates by matching costs with revenues in a given currency, our exposure to fluctuations in other currencies against the U.S. dollar increases, as revenue in currencies other than the U.S. dollar increases. Approximately 71% of revenues earned during fiscal 2024 were derived from sales denominated in currencies other than the U.S. dollar and are expected to continue to represent a significant portion of our revenues. Also, we believe that our ability to match revenues and expenses in a given currency will decrease as more work is performed at offshore locations that use a different currency from where we generate our revenue.

We may use forward and option contracts to protect against currency exchange rate risks. The effectiveness of these hedges will depend on our ability to accurately forecast future cash flows, which may be particularly difficult during periods of uncertain demand and highly volatile exchange rates. We may incur significant losses from our hedging activities due to factors such as demand volatility and currency variations. In addition, certain or all of our hedging activities may be ineffective, may expire and not be renewed or may not offset the adverse financial impact resulting from currency variations. Losses associated with hedging activities may also impact our revenues and to a lesser extent our cost of sales and financial condition.

Our future business and financial performance could suffer due to a variety of international factors, including:

•ongoing instability or changes in a country’s or region’s economic or geopolitical and security conditions, including inflation, recession, interest rate fluctuations, and actual or anticipated military or political conflict, civil unrest, crime, political instability, human rights concerns, and terrorist activity;

•natural or man-made disasters, industrial accidents, public health issues, cybersecurity incidents, interruptions of service from utilities, transportation or telecommunications providers, or other catastrophic events;

•longer collection cycles and financial instability among customers;

•trade regulations and procedures and actions affecting production, pricing and marketing of products, including policies adopted by countries that may champion or otherwise favor domestic companies and technologies over foreign competitors;

•local labor conditions and regulations;

•managing our geographically dispersed workforce;

•changes in the international, national or local regulatory and legal environments;

•differing technology standards or customer requirements;

•difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner and

•changes in tax laws.

Our business operations are subject to various and changing federal, state, local and foreign laws and regulations that could result in costs or sanctions that adversely affect our business and results of operations. Social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands, may adversely affect our relationships with customers and investors.

We operate in approximately 65 countries in an increasingly complex regulatory environment. Among other things, we provide complex industry-specific insurance processing in the U.K., which is regulated by authorities in the U.K. and elsewhere, such as the U.K.’s Financial Conduct Authority and His Majesty’s Treasury and the U.S. Department of Treasury, which increases our exposure to compliance risk.

In addition, businesses in the countries in which we operate are subject to local, legal and political environments and regulations including with respect to employment, tax, statutory supervision and reporting and trade restriction, along with industry regulations such as regulation by bank regulators in the U.S. and Europe. These regulations and environments are also subject to change. Additionally, the rapid evolution and increased adoption of artificial intelligence technologies and our obligations to comply with emerging laws and regulations may require us to develop additional artificial intelligence-specific compliance programs.

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Adjusting business operations to changing environments and regulations may be costly and could potentially render the particular business operations uneconomical, which may adversely affect our profitability or lead to a change in the business operations. Notwithstanding our best efforts, we may not be in compliance with all regulations in the countries in which we operate at all times and may be subject to sanctions, penalties or fines as a result. These sanctions, penalties or fines may materially and adversely impact our profitability.

Our operations are also subject to a broad array of domestic and international environmental, health, and safety laws and regulations, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, and the clean-up of contaminated sites. Certain laws may also impose liability without regard to fault or the legality of the original conduct. Environmental costs and accruals are presently not material to our operations, cash flows or financial position; and, we do not currently anticipate material capital expenditures for environmental control facilities. However, our failure to comply with these laws or regulations can result in civil, criminal or regulatory penalties, fines, and legal liabilities; suspension, delay or alterations of our operations; damage to our reputation; and restrictions on our operations or sales. Our business could also be affected if new environmental legislation is passed which impacts our current operations and business. For example, if we are unable to comply with fast-moving regulatory requirements, we could be disqualified from requests for proposal processes, leading to a loss of sales as well as unfavorable operating cost impacts.

In addition, as climate change laws, regulations, treaties and national and global initiatives are adopted and implemented regionally or throughout the world, we may be required to comply or potentially face market access limitations, fines or reputational injury. For example, various policymakers, such as the SEC, European Union, and the State of California, have adopted or are considering adopting rules that require companies to provide significantly expanded climate- or other ESG-related disclosures, and we expect to incur significant additional costs to comply and impose increased oversight obligations on our management and board of directors. Other laws, regulations, treaties or initiatives in response to climate change, including, but not limited to, the introduction of a carbon tax, could result in increased operational costs associated with air pollution requirements and increased compliance and energy costs, which could harm our business and results of operations by increasing our expenses or requiring us to alter our business operations. Moreover, we may experience loss of market share if we are unable to provide competitive products and services that incorporate climate-change mitigations, and if we are unable to achieve and sustain a carbon-neutral business model in a meaningful time frame, we could lose stockholder or customer confidence, resulting in loss of business and loss of access to the financial markets.

We are also subject to risks associated with ESG regulations. Governmental bodies, investors, clients and businesses are increasingly focused on prioritizing ESG practices, which has resulted in and may in the future continue to result in the adoption of new laws and regulations that could impact our results of operations. Our inability to keep pace with any ESG regulations, trends and developments or failure to meet the expectations, including, but not limited to, any expectations resulting from goals we have established, or interests of our clients and investors, could adversely affect our business and reputation and could result in undesirable investor actions or customer or talent retention and attraction issues. For more information, see our risk factor “Increased scrutiny of, and evolving expectations for, sustainability and ESG initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business."

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We may not achieve some or all of the expected benefits of our restructuring plans and our restructuring may adversely affect our business.

We have implemented several restructuring plans and may continue to implement cost-takeout measures to realign our cost structure with the changing nature of our business and to achieve operating efficiencies to reduce our costs. We may not be able to obtain the costs savings and benefits that were initially anticipated in connection with our restructuring plans. Furthermore, even if we are successful with our cost-takeout efforts, we may not see the benefits of such efforts on our financial condition, results of operations and cash flows. Additionally, as a result of our restructuring, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods, which in the past have caused issues with our service delivery. Reorganization and restructuring can require a significant amount of management and other employees' time and focus, which may divert attention from operating and growing our business. There are also significant costs associated with restructuring which can have a significant impact on our earnings and cash flow. Furthermore, cost-takeout measures require compliance with numerous laws and regulations, including local labor laws. We may face wrongful termination, discrimination or other legal claims from affected employees that require us to incur substantial costs to defend against, and such claims may significantly increase our severance costs.

If we fail to achieve some or all of the expected benefits of restructuring, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows. For more information about our restructuring plans, see Note 12 - "Restructuring Costs."

We may inadvertently infringe on the intellectual property rights of others and be exposed to claims for damages, and our intellectual property rights may be infringed by third parties.

The solutions we provide to our customers may inadvertently infringe on the intellectual property rights of third parties, resulting in claims for damages against us or our customers. Our contracts generally indemnify our customers from claims for intellectual property infringement for the services and equipment we provide under the applicable contracts. We also indemnify certain vendors and customers against claims of intellectual property infringement made by third parties arising from the use by such vendors and customers of our software products and services and certain other matters. Some of the applicable indemnification arrangements may not be subject to maximum loss clauses. The expense and time of defending against these claims may have a material and adverse impact on our profitability. In addition, there is also uncertainty around the validity and enforceability of intellectual property rights related to our use, development, and deployment of AI. Our use of AI technologies, whether created by us or incorporated from external sources into our offerings, could lead to violation of third-party intellectual property rights, and could require us to incur significant expenses to modify our solutions or otherwise engage in efforts to remain in compliance with the law. If we lose our ability to continue using any such services and solutions because they are found to infringe the rights of others, we will need to obtain substitute solutions or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions. Our inability to replace such solutions, or to replace such solutions in a timely or cost-effective manner, could materially adversely affect our results of operations. Additionally, the publicity resulting from infringing intellectual property rights may damage our reputation and adversely impact our ability to develop new business.

From time to time, we may discover that third parties are infringing, misappropriating or otherwise violating our intellectual property rights. However, policing unauthorized use of our intellectual property is difficult and expensive, and we may therefore not always be aware of such unauthorized use or misappropriation, or have adequate resources to enforce our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized third parties may attempt to use, copy, market or distribute our intellectual property rights or technology, and our competitive position and results of operations could be harmed and our legal costs could increase.

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Our inability to procure third-party licenses required for the operation of our products and service offerings may result in decreased revenue or increased costs.

Many of our products and service offerings depends on the continued performance and availability of software licensed from third-party vendors under our contractual arrangements. Because of the nature of these licenses and arrangements, there can be no assurance that we would be able to retain all of these intellectual property rights upon renewal, expiration or termination of such licenses or that we will be able to procure, renew or extend such licenses on commercially reasonable terms which may result in increased costs. Certain of our licenses are concentrated in one or more third-party licensors where multiple licenses are up for renewal at the same time, which could decrease our ability to negotiate reasonable license fees and could result in our loss of rights under such licenses.

Disruption of our supply chain could adversely impact our business.

We have experienced, and may continue to experience, delays and shortages of certain necessary components to the services and solutions we offer our clients resulting from issues with the global supply chain, the economic downturns, the rising inflation, the conflicts between Russia and Ukraine and conflicts in the Middle East, and any disruptions at our suppliers. This shortage may increase component delivery lead times and costs to source available components and delay the delivery of our hardware products and services, which may adversely affect our ability to comply with our contracts and our ability to support our existing customers and our growth through sales to new customers. In the event of a component shortage or interruptions at a supplier, we may not be able to develop alternate sources quickly, cost effectively, or at all. Supply chain interruptions could harm our relationships with our customers, prevent us from acquiring new customers, and materially and adversely affect our business.

We may be exposed to negative publicity and other potential risks if we are unable to maintain effective disclosure controls and internal control over financial reporting.

The Sarbanes-Oxley Act of 2002 and the related regulations require we maintain effective disclosure controls and procedures and require our management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There can be no assurance that all control issues or fraud will be detected.

Any failure to maintain effective controls could prevent us from timely and reliably reporting financial results and may harm our operating results. In addition, if we are unable to conclude that we have effective internal control over financial reporting or, if our independent registered public accounting firm is unable to provide an unqualified report as to the effectiveness of our internal control over financial reporting, as of each fiscal year end, we may be exposed to negative publicity, which could cause investors to lose confidence in our reported financial information. Any failure to maintain effective internal controls and any such resulting negative publicity may negatively affect our business and stock price.

Additionally, the existence of any material weaknesses or significant deficiencies would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations, subject us to litigation or regulatory scrutiny and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us and the market price of our common stock.

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We could suffer additional losses due to asset impairment charges.

We acquired substantial goodwill and other intangibles as a result of the HPES Merger and the Luxoft Acquisition, increasing our exposure to this risk. We test our goodwill for impairment during the second quarter of every year and on an interim date should events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. If the fair value of a reporting unit is revised downward due to declines in business performance or other factors or if the Company suffers further declines in share price, an impairment could result and a non-cash charge could be required. We test intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This assessment of the recoverability of finite-lived intangible assets could result in an impairment and a non-cash charge could be required. We also test certain equipment and deferred cost balances associated with contracts when the contract is materially underperforming or is expected to materially underperform in the future, as compared to the original bid model or budget. If the projected cash flows of a particular contract are not adequate to recover the unamortized cost balance of the asset group, the balance is adjusted in the tested period based on the contract's fair value. Either of these impairments could materially affect our reported net earnings.

We may not be able to pay dividends or repurchase shares of our common stock in accordance with our announced intent or at all.

Our Board may authorize share repurchases from time to time. On May 18, 2023, DXC announced that its Board approved an incremental $1.0 billion share repurchase authorization. However, we are not obligated to make any purchases of our shares, and our decision to repurchase our shares, as well as the timing of such repurchases, will depend on a variety of factors as determined by our management and Board.

In addition, while we paid quarterly cash dividends to our stockholders starting fiscal 2018 in accordance with our announced dividend policy, we suspended the payment of quarterly dividends starting in fiscal 2021 to enhance our financial flexibility. At this time, we do not intend to reinstate our quarterly cash dividends. The declaration and payment of future dividends, the amount of any such dividends, and the establishment of record and payment dates for dividends, if any, are subject to final determination by our Board after review of our current strategy and financial performance and position, among other things.

The Board’s determinations regarding dividends and share repurchases will depend on a variety of factors, including net income, cash flow generated from operations, amount and location of our cash and investment balances, overall liquidity position and potential alternative uses of cash, such as acquisitions, as well as economic conditions and expected future financial results. There can be no guarantee that we will achieve our financial goals in the amounts or within the expected time frame, or at all. Our ability to declare future dividends or repurchase shares will depend on our future financial performance, which in turn depends on the successful implementation of our strategy and on financial, competitive, regulatory and other factors, general economic conditions, demand and prices for our services and other factors specific to our industry or specific projects, many of which are beyond our control. Therefore, our ability to generate cash flow depends on the performance of our operations and could be limited by decreases in our profitability or increases in costs, regulatory changes, capital expenditures or debt servicing requirements.

Any failure to achieve our financial goals could negatively impact our reputation, harm investor confidence in us, and cause the market price of our common stock to decline.

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We are defendants in pending litigation that may have a material and adverse impact on our profitability and liquidity.

As noted in Note 20 - "Commitments and Contingencies," we are currently party to a number of disputes that involve or may involve litigation or arbitration, including securities litigation in which we and certain of our current or former officers and directors have been named as defendants. The result of these and any other future legal proceedings cannot be predicted with certainty. Regardless of their subject matter or merits, such legal proceedings may result in significant cost to us, including in the form of legal fees and/or damages, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost, could materially damage our reputation and could have a material adverse effect on our business, financial condition, results of operations, and the price of our common stock. In addition, such legal proceedings may make it more difficult to finance our operations.

We are also subject to continuous examinations of our income tax returns by tax authorities. Although we believe our tax estimates are reasonable, the final results of any tax examination or related litigation could be materially different from our related historical income tax provisions and accruals. Adverse developments in an audit, examination or litigation related to previously filed tax returns, or in the relevant jurisdiction’s tax laws, regulations, administrative practices, principles and interpretations could have a material effect on our results of operations and cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods. For more details, including on current tax examinations of our income tax returns by tax authorities, see Note 14 – “Income Taxes.”

We may be adversely affected by disruptions in the credit markets, including disruptions that reduce our customers' access to credit and increase the costs to our customers of obtaining credit.

The credit markets have historically been volatile and therefore it is not possible to predict the ability of our customers to access short-term financing and other forms of capital. If a disruption in the credit markets were to occur, it could pose a risk to our business if customers or suppliers are unable to obtain financing to meet payment or delivery obligations to us. In the event that one or more customers or suppliers' defaults on its payment or delivery obligations, we could incur significant losses, which may harm our business, reputation, results of operations, cash flows and financial condition. In addition, customers may decide to downsize, defer or cancel contracts, which could negatively affect our revenues.

Our hedging program is subject to counterparty default risk.

We enter into foreign currency forward contracts and interest rate swaps with a number of counterparties. As a result, we are subject to the risk that the counterparty to one or more of these contracts defaults on its performance under the contract. During an economic downturn, the counterparty's financial condition may deteriorate rapidly and with little notice and we may be unable to take action to protect our exposure. In the event of a counterparty default, we could incur significant losses, which may harm our business and financial condition. In the event that one or more of our counterparties becomes insolvent or files for bankruptcy, our ability to eventually recover any losses suffered as a result of that counterparty's default may be limited by the liquidity of the counterparty.

We derive significant revenues and profit from contracts awarded through competitive bidding processes, which can impose substantial costs on us and we may not achieve revenue and profit objectives if we fail to bid on these projects effectively.

We derive significant revenues and profit from government contracts that are awarded through competitive bidding processes. We expect that most of the non-U.S. government business we seek in the foreseeable future will be awarded through competitive bidding. Competitive bidding is expensive and presents a number of risks, including:

•the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may or may not be awarded to us;

•the need to estimate accurately the resources and costs that will be required to service any contracts we are awarded, sometimes in advance of the final determination of their full scope and design; 

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•the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding;

•the requirement to resubmit bids protested by our competitors and in the termination, reduction, or modification of the awarded contracts; and

•the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.

If our customers experience financial difficulties, we may not be able to collect our receivables, which would materially and adversely affect our profitability and cash flows from operations.

Over the course of a contract term, a customer's financial condition may decline and limit its ability to pay its obligations. This could cause our cash collections to decrease and bad debt expense to increase. While we may resort to alternative methods to pursue claims or collect receivables, these methods are expensive and time consuming and successful collection is not guaranteed. Failure to collect our receivables or prevail on claims would have an adverse effect on our profitability and cash flows.

If we are unable to maintain and grow our customer relationships over time, our operating results and cash flows will suffer. Failure to comply with customer contracts or government contracting regulations or requirements could adversely affect our business, results of operations and cash flows.

We devote significant resources to establish relationships with our customers and implement our offerings and related services, particularly in the case of large enterprises that often request or require specific features or functions specific to their particular business profile. Accordingly, our results of operations depend in substantial part on our ability to deliver a successful customer experience and persuade customers to maintain and grow their relationship with us over time. If we are not successful in implementing an offering or delivering a successful customer experience, including achieving cost and staffing levels that meet our customers’ expectations, customers could terminate or elect not to renew their agreements with us and our operating results may suffer.

Contracts with customers may include unique and specialized performance requirements. In particular, our contracts with federal, state, provincial, and local governmental customers are generally subject to various procurement regulations, contract provisions, and other requirements relating to their formation, administration, and performance, including the maintenance of necessary security clearances. Our customers' contracts with U.S. government agencies are also subject to audits and investigations, which may include a review of performance on contracts, pricing practices, cost structure, and compliance with applicable laws and regulations.

Any failure on our part to comply with the specific provisions in customer contracts or any violation of government contracting regulations or other requirements could result in the imposition of various civil and criminal penalties, which may include termination of contracts, forfeiture of profits, suspension of payments, and, in the case of government contracts, fines and suspension from future government contracting. Such failures could also cause reputational damage to our business. In addition, we may be subject to qui tam litigation brought by private individuals on behalf of the government relating to government contracts, which could include claims for treble damages. Further, any negative publicity with respect to customer contracts or any related proceedings, regardless of accuracy, may damage our business by harming our ability to compete for new contracts.

Our customers' contracts with the U.S. federal government and related agencies are also subject to issues with respect to federal budgetary and spending limits or matters. Any changes to the fiscal policies of the U.S. federal government may decrease overall government funding, result in delays in the procurement of products and services due to lack of funding, cause the U.S. federal government and government agencies to reduce their purchases under existing contracts, or cause them to exercise their rights to terminate contracts at-will or to abstain from exercising options to renew contracts, any of which would have an adverse effect on our business, financial condition, results of operations and/or cash flows. Additionally, any future impasse impacting the U.S. federal government’s ability to reach an agreement on the federal budget, debt ceiling or any future U.S. federal government shut downs could result in material payment delays, payment reductions or contract terminations by the U.S. federal government, which in turn may adversely impact the results of operations and financial condition of our government contractor customers and cause those customers to become unable to meet their obligations under contracts with us, or reduce their demand for our products and services, which could have an adverse effect on our financial condition, results of operations and/or cash flows.

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If our customer contracts are terminated, if we are suspended or disbarred from government work, or our ability to compete for new contracts is adversely affected, our financial performance could suffer.

Our strategic transactions may prove unsuccessful and our profitability may be materially and adversely affected.

At any given time, we may be engaged in discussions or negotiations with respect to one or more transactions, including acquisitions, divestitures or spin-offs, strategic partnerships or other transaction involving one or more of our businesses. Any of these transactions could be material to our business, financial condition, results of operations and cash flows. We may ultimately determine not to proceed with any transaction for commercial, financial, strategic or other reasons. As a result, we may not realize benefits expected from exploring one or more strategic transactions, may realize benefits further in the future or those benefits may ultimately be significantly smaller than anticipated, which could adversely affect our business, financial condition, results of operations and cash flows.

In addition, we may fail to complete transactions. Closing transactions is subject to uncertainties and risks, including the risk that we may be unable to satisfy conditions to closing, such as regulatory and financing conditions and the absence of material adverse changes to our business. 

For acquisitions, our inability to successfully integrate the operations we acquire and leverage these operations to generate substantial cost savings, as well as our inability to avoid revenue erosion and earnings decline, could have a material adverse effect on our results of operations, cash flows and financial position. In order to achieve successful acquisitions, we will need to:

•integrate the operations and business cultures, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;

•maintain third-party relationships previously established by acquired companies;

•attract and retain senior management and key personnel at acquired businesses; and

•manage new business lines, as well as acquisition-related workload.

Existing contractual restrictions may limit our ability to engage in certain integration activities for varying periods. We may not be successful in meeting these or any other challenges encountered in connection with historical and future acquisitions. Even if we successfully integrate, we cannot predict with certainty if or when these cost and revenue synergies, growth opportunities and benefits will occur, nor the extent to which they actually will be achieved. In addition, the quantification of previously announced synergies expected to result from an acquisition is based on significant estimates and assumptions that are subjective in nature and inherently uncertain. Realization of any benefits and synergies could be affected by a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs, regulatory developments and other risks. In addition, future acquisitions could require dilutive issuances of equity securities and/or the assumption of contingent liabilities. The occurrence of any of these events could adversely affect our business, financial condition and results of operations.

Divestiture transactions also involve significant challenges and risks, including:

•the potential loss of key customers, suppliers, vendors and other key business partners;

•declining employee morale and retention issues affecting employees, which may result from changes in compensation, or changes in management, reporting relationships, future prospects or perceived expectations;

•difficulty in making new and strategic hires of new employees;

•diversion of management time and a shift of focus from operating the businesses to transaction execution considerations;

•customers delaying or deferring decisions or ending their relationships with us;

•the need to provide transition services, which may result in stranded costs and the diversion of resources and focus;

•the need to separate operations, systems (including accounting, management, information, human resources and other administrative systems), technologies, products and personnel, which is an inherently risky and potentially lengthy and costly process;

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•the inefficiencies and lack of control that may result if such separation is delayed or not implemented effectively, and unforeseen difficulties and expenditures that may arise as a result including potentially significant stranded costs;

•our desire to maintain an investment grade credit rating may cause us to use cash proceeds, if any, from any divestitures or other strategic transactions that we might otherwise have used for other purposes in order to reduce our financial leverage;

•the inability to obtain necessary regulatory approvals or otherwise satisfy conditions required in order consummate any such transactions;

•our dependence on accounting, financial reporting, operating metrics and similar systems, controls and processes of divested businesses could lead to challenges in preparing our consolidated financial statements or maintaining effective financial control over financial reporting; and

•contractual terms limiting our ability to compete for or perform certain contracts or services.

We have also entered into and intend to identify and enter into additional strategic partnerships with other industry participants that will allow us to expand our business. However, we may be unable to identify attractive strategic partnership candidates or complete these partnerships on terms favorable to us. In addition, if we are unable to successfully implement our partnership strategies or our strategic partners do not fulfill their obligations or otherwise prove disadvantageous to our business, our investments in these partnerships and our anticipated business expansion could be adversely affected.

Changes in U.S. tax legislation may materially affect our financial condition, results of operations and cash flows.

The 2017 Tax Cuts & Jobs Act ("TCJA") significantly changed the federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, imposing a one-time transition tax (or “repatriation tax”) on all undistributed earnings and profits of certain U.S.-owned foreign corporations, revising the rules governing net operating losses and the rules governing foreign tax credits, introducing new anti-base erosion provisions and the ability to expense research and experimentation costs. Many of these changes were effective immediately, without any transition periods or grandfathering for existing transactions, while other changes, such as the requirement to capitalize research and development costs became effective for tax years beginning after December 31, 2021 and became applicable to the Company starting in fiscal year 2023. Additionally, starting in fiscal year 2027, certain foreign earnings and earnings that may be subject to the Base Erosion and Anti-Abuse Tax may be subject to higher U.S. tax rates.

The repatriation tax resulted in a material amount of additional U.S. tax liability, the majority of which was reflected as an income tax expense in fiscal 2018, when the tax legislation was enacted, despite the fact that the resulting tax may be paid over eight years. 

Changes in tax rates, tax laws and the timing and outcome of tax examinations could affect our future results.

Our future effective tax rates, which are largely driven by the mix of our global earnings and the differing statutory tax rates in the jurisdictions where we operate, are subject to change as a result of changes in statutory tax rates enacted in those jurisdictions, or by changes in the valuation of deferred tax assets and liabilities, or by changes in tax laws or their interpretation or tax policy initiatives and reforms under consideration, such as those reflected in the OECD/G20 Inclusive Framework on Base Erosion and Profit Sharing or other projects.

In January 2019, the Organization for Economic Co-operation and Development (“OECD”) announced further work in continuation of its Base Erosion and Profit Shifting project, focusing on two “pillars.” Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion (“GloBE”) Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. Such rules are being or may be implemented in many jurisdictions, including the United States. When and how these Pillar Two rules are adopted or enacted by the various countries in which we do business could increase tax complexity and uncertainty and may adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions.

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The OECD is also issuing guidelines that are different, in some respects, than current international tax principles. If countries amend their tax laws to adopt all or part of the OECD guidelines, this may increase our provision for income taxes. We cannot predict whether the U.S. Congress or any other governmental body, whether in the United States or in other jurisdictions, will enact new tax legislation (including increases to tax rates), whether the Internal Revenue Service (“IRS”) or any other tax authority will issue new regulations or other guidance, whether the OECD or any other intergovernmental organization will publish any guidelines on global taxation or whether member states will implement such guidelines, nor can we predict what effect such legislation, regulations or international guidelines might have on our income tax provision.

We are subject to the continuous examination of our income tax returns by the IRS and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance that the outcomes from these examinations will not have a material adverse effect on our financial condition and operating results.

Risks Related to our Completed Strategic Transactions

We could have an indemnification obligation to HPE if the stock distribution in connection with the HPES business separation (the "Distribution") were determined not to qualify for tax-free treatment, which could materially adversely affect our financial condition.

If, due to any of our representations being untrue or our covenants being breached, the Distribution was determined not to qualify for tax-free treatment under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), HPE would generally be subject to tax as if it sold the DXC common stock in a taxable transaction, which could result in a material tax liability. In addition, each HPE stockholder who received DXC common stock in the Distribution would generally be treated as receiving a taxable Distribution in an amount equal to the fair market value of the DXC common stock received by the stockholder in the Distribution.

Under the tax matters agreement that we entered into with HPE in connection with the HPES Merger, we were required to indemnify HPE against taxes resulting from the Distribution or certain aspects of the HPES Merger arising as a result of an Everett Tainting Act (as defined in the Tax Matters Agreement). If we were required to indemnify HPE for taxes resulting from an Everett Tainting Act, that indemnification obligation would likely be substantial and could materially adversely affect our financial condition.

If the HPES Merger does not qualify as a reorganization under Section 368(a) of the Code, CSC's former stockholders may incur significant tax liabilities.

The completion of the HPES Merger was conditioned upon the receipt by HPE and CSC of opinions of counsel to the effect that, for U.S. federal income tax purposes, the HPES Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code (the "HPES Merger Tax Opinions"). The parties did not seek a ruling from the IRS regarding such qualification. The HPES Merger Tax Opinions were based on then current law and relied upon various factual representations and assumptions, as well as certain undertakings made by HPE, HPES and CSC. If any of those representations or assumptions is untrue or incomplete in any material respect or any of those undertakings is not complied with, or if the facts upon which the HPES Merger Tax Opinions are based are materially different from the actual facts that existed at the time of the HPES Merger, the conclusions reached in the HPES Merger Tax Opinions could be adversely affected and the HPES Merger may not qualify for tax-free treatment. Opinions of counsel are not binding on the IRS or the courts. No assurance can be given that the IRS will not challenge the conclusions set forth in the HPES Merger Tax Opinions or that a court would not sustain such a challenge. If the HPES Merger were determined to be taxable, previous holders of CSC common stock would be considered to have made a taxable disposition of their shares to HPES, and such stockholders would generally recognize taxable gain or loss on their receipt of HPES common stock in the HPES Merger.

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We assumed certain material pension benefit obligations in connection with the HPES Merger. These liabilities and the related future funding obligations could restrict our cash available for operations, capital expenditures and other requirements, and may materially adversely affect our financial condition and liquidity.

Pursuant to the Employee Matters Agreement entered into in connection with the HPES Merger, while HPE retained all U.S. defined benefit pension plan liabilities, DXC retained all liabilities relating to the International Retirement Guarantee (“IRG”) programs for all HPES employees. The IRG is a non-qualified retirement plan for employees who transfer internationally at the request of the HPE Group. The IRG determines the country of guarantee, which is generally the country in which an employee has spent the longest portion of his or her career with the HPE Group, and the present value of a full career benefit for the employee under the HPE defined benefit pension plan and social security or social insurance system in the country of guarantee. The IRG then offsets the present value of the retirement benefits from plans and social insurance systems in the countries in which the employee earned retirement benefits for his or her total period of HPE Group employment. The net benefit value is payable as a single sum as soon as practicable after termination or retirement. This liability could restrict cash available for our operations, capital expenditures and other requirements, and may materially affect our financial condition and liquidity.

In addition, pursuant to the Employee Matters Agreement, DXC assumed certain other defined benefit pension liabilities in a number of non-U.S. countries (including the U.K., Germany and Switzerland). Unless otherwise agreed or required by local law, where a defined benefit pension plan was maintained solely by a member of the HPES business, DXC assumed all assets and liabilities arising out of those non-U.S. defined benefit pension plans, and where a defined benefit pension plan was not maintained solely by a member of the HPES business, DXC assumed all assets and liabilities for those eligible HPES employees in connection with the HPES Merger. These liabilities and the related future payment obligations could restrict cash available for our operations, capital expenditures and other requirements, and may materially affect our financial condition and liquidity.

The USPS Separation and Mergers and NPS Separation could result in substantial tax liability to DXC and our stockholders.

Among the closing conditions to completing the USPS Separation and Mergers, we received a legal opinion of tax counsel substantially to the effect that, for U.S. federal income tax purposes: (i) the USPS Separation qualifies as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code; (ii) each of DXC and Perspecta is a “party to a reorganization” within the meaning of Section 368(b) of the Code with respect to the USPS Separation; (iii) the USPS distribution qualifies as (1) a tax-free spin-off, resulting in nonrecognition under Sections 355(a), 361 and 368(a) of the Code, and (2) a transaction in which the stock distributed thereby should constitute “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code; and (iv) none of the related mergers causes Section 355(e) of the Code to apply to the USPS distribution. If, notwithstanding the conclusions expressed in these opinions, the USPS Separation and Mergers were determined to be taxable, DXC and its stockholders could incur significant tax liabilities.

In addition, prior to the HPES Merger, CSC spun off its North American Public Sector business ("NPS") on November 27, 2015 (the "NPS Separation"). In connection with the NPS Separation, CSC received an opinion of counsel substantially to the effect that, for U.S. federal income tax purposes, the NPS Separation qualified as a tax-free transaction to CSC and holders of CSC common stock under Section 355 and related provisions of the Code. The completion of the HPES Merger was conditioned upon the receipt of CSC of an opinion of counsel to the effect that the HPES Merger should not cause Section 355(e) of the Code to apply to the NPS Separation or otherwise affect the qualification of the NPS Separation as a tax-free distribution under Section 355 of the Code. If, notwithstanding the conclusions expressed in these opinions, the NPS Separation were determined to be taxable, CSC and CSC stockholders that received CSRA Inc. ("CSRA") stock in the NPS Separation could incur significant tax liabilities.

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The opinions of counsel we received were based on, among other things, various factual representations and assumptions, as well as certain undertakings made by DXC, Perspecta and CSRA. If any of those representations or assumptions is untrue or incomplete in any material respect or any of those undertakings is not complied with, the conclusions reached in the opinion could be adversely affected and the USPS Separation or the NPS Separation may not qualify for tax-free treatment. Furthermore, an opinion of counsel is not binding on the IRS or the courts. Accordingly, no assurance can be given that the IRS will not challenge the conclusions set forth in the opinions or that a court would not sustain such a challenge. If, notwithstanding our receipt of the opinions, the USPS Separation or NPS Separation is determined to be taxable, we would recognize taxable gain as if we had sold the shares of Perspecta or CSRA in a taxable sale for its fair market value, which could result in a substantial tax liability. In addition, if the USPS Separation or NPS Separation is determined to be taxable, each holder of our common stock who received shares of Perspecta or CSRA would generally be treated as receiving a taxable distribution in an amount equal to the fair market value of the shares received, which could materially increase such holder’s tax liability.

Additionally, even if the USPS Separation otherwise qualifies as a tax-free transaction, the USPS distribution could be taxable to us (but not to our shareholders) in certain circumstances if future significant acquisitions of our stock or the stock of Perspecta are deemed to be part of a plan or series of related transactions that includes the USPS distribution. In this event, the resulting tax liability could be substantial. In connection with the USPS Separation, we entered into a tax matters agreement with Perspecta, under which it agreed not to undertake any transaction without our consent that could reasonably be expected to cause the USPS Separation to be taxable to us and to indemnify us for any tax liabilities resulting from such transactions. These obligations and potential tax liabilities could be substantial.

General Risk Factor

The price of our securities is subject to market and other conditions and may be volatile.

Our stock price is subject to changes in financial analysts’ earnings estimates, valuation and recommendations, our credit ratings and other factors beyond our control such as the inflationary pressures, other macroeconomic factors and the impact on customer demand. Speculation and market sentiment over our results of operations, financial condition and transformation journey can also cause changes in our stock price. In addition to economic, political and market conditions, our stock price may be adversely impacted if our financial results are inconsistent with earlier projections or market expectations, announcements of new products or new technologies by us, our competitors or our customers, or announcements of major transactions, litigation developments or management changes. A significant drop in our stock price could expose us to the risk of securities class action lawsuits, stockholder derivative lawsuits or other actions by stockholders, which may result in substantial costs and divert management’s attention and resources, which may adversely affect our business.

We issue debt securities from time to time, with a variety of different maturities and in different currencies. The value of our debt securities fluctuates based on many factors, including the methods employed for calculating principal and interest, the maturity of the securities, the aggregate principal amount of securities outstanding, the redemption features, the level, direction and volatility of interest rates, changes in exchange rates, exchange controls, governmental and stock exchange regulations and other factors over which we have little or no control.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management (“ERM”) program, and shares common methodologies, reporting channels and governance processes that apply across the ERM program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program include but are not limited to the following:

•risk assessments and penetration testing designed to help identify material cybersecurity risks to our critical systems and information;

•a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•the use of external service providers such as forensic analysts, third party security reviewers, and other consultants such as outside counsel, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

•cybersecurity awareness training of our employees, including incident response personnel, and senior management;

•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•a third-party risk management process for key service providers, suppliers, and vendors based on our assessment of their criticality to our operations and respective risk profile.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – We could be held liable for damages, our reputation could suffer, and our business may be materially impacted due to service interruptions, from security breaches, cyber-attacks, other cybersecurity events or incidents or disclosure of confidential information or personal data”.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

Cybersecurity Governance

Cybersecurity is considered a critical risk area at DXC and is integrated into the Company’s overall ERM program, which includes maintaining the ERM framework, evaluating risk appetite, and monitoring evolving risks and the effectiveness of mitigations. Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Nominating/Corporate Governance Committee oversight of cybersecurity and other information security risks. The Nominating/Corporate Governance Committee oversees management’s efforts to identify, assess, mitigate, and remediate material information security risks. Similarly, the Audit Committee oversees our disclosure controls and procedures, which include cybersecurity reporting disclosure controls.

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The Nominating/Corporate Governance Committee receives reports from the Global Chief Information Security Officer (“Global CISO”) on the Company’s information security program at each regular quarterly Committee meeting. In addition, management updates the Nominating/Corporate Governance Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant. The Nominating/Corporate Governance Committee chair then provides an overview of the information security reports to the full Board at each regular quarterly Board meeting. In fiscal 2024, the full Board also received a briefing from management on our enterprise risk management program.

Our management team, including our Global CISO, Chief Operating Officer ("COO"), Chief Information Officer ("CIO"), General Manager of Cloud Infrastructure and ITO, and General Counsel, comprise our Security Steering Committee ("SCC") and are responsible for assessing and managing our material risks from cybersecurity threats. Our Global CISO and our General Manager of Cloud Infrastructure and ITO have primary responsibility for our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Global CISO has extensive experience assessing and managing cybersecurity-related risks and implementing related policies, procedures, and strategies. Our Global CISO has served in leadership roles related to information security for over 28 years, including serving as a Deputy CISO at another company since 2005, then as its CISO since 2017 and as DXC’s Global CISO since May 2019. Similarly, our General Manager of Cloud Infrastructure and ITO is a well-known industry leader with more than 20 years of experience in the technology industry and has been with DXC since 2020.

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment. The SCC also analyzes emerging global cyber security risks and uses the expertise of its members to review DXC’s current security posture and consider steps to take to mitigate such risks and implement improvements where it deems necessary.

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ITEM 2. PROPERTIES

Our corporate headquarters is located at a leased facility in Ashburn, VA. We own or lease numerous offices and data centers in approximately 360 locations around the world. We do not identify properties by segment, as they are interchangeable in nature and used by both segments.

We continue to reduce our space capacity at low utilization and sub-scale locations, exit co-locations, align locations by skill type and optimize our data center footprint. Where commercially reasonable and to the extent it is not needed for future expansion, we seek to sell, lease or sublease our excess space.

The following table provides a summary of properties we owned and leased as of March 31, 2024:

	Approximate Square Feet (in millions)
Geographic Area	Owned	Leased	Total
United States	2.1	0.8	2.9
EMEA	0.9	2.8	3.7
APAC	0.9	1.8	2.7
All other	0.8	0.1	0.9
Real estate in restructuring	—	1.7	1.7
Inactive space	1.0	0.4	1.4
Sublet space	0.4	—	0.4
Assets held for sale	0.1	—	0.1
Total	6.2	7.6	13.8

	Approximate Square Feet (in millions)
Type	Owned	Leased	Total
Offices	1.7	4.1	5.8
Data centers	3.0	1.4	4.4
Real estate in restructuring	—	1.7	1.7
Inactive space	1.0	0.4	1.4
Sublet space	0.4	—	0.4
Assets held for sale	0.1	—	0.1
Total	6.2	7.6	13.8

We believe that the facilities described above are suitable and adequate to meet our current and anticipated requirements. See Note 7 - "Property and Equipment," which provides additional information related to our land, buildings and leasehold improvements, and Note 5 - "Leases," which provides additional information related to our real estate lease commitments.

ITEM 3. LEGAL PROCEEDINGS

See Note 20 - "Commitments and Contingencies" under the caption “Contingencies” for information regarding legal proceedings in which we are involved.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the New York Stock Exchange under the symbol "DXC."

Number of Holders

As of May 6, 2024, there were 37,204 holders of record of our common stock.

Dividends

The Board indefinitely suspended the Company’s cash dividend payment beginning in the first quarter of fiscal 2021. As of March 31, 2024, the Company does not intend to reinstate its quarterly cash dividends.

Issuer Purchases of Equity Securities

Share repurchase activity during the three months ended March 31, 2024 was as follows:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2024 to January 31, 2024	3,644,527	$	23.05	3,644,527	$	645,471,510
February 1, 2024 to February 29, 2024	1,372,062	$	21.57	1,372,062	$	615,871,715
March 1, 2024 to March 31, 2024	1,153,314	$	20.81	1,153,314	$	591,871,924
Total	6,169,903	$	22.30	6,169,903

On April 3, 2017, we announced the establishment of a share repurchase plan approved by the Board with an initial authorization of $2.0 billion for future repurchases of outstanding shares of our common stock. On November 8, 2018, our Board approved an incremental $2.0 billion share repurchase authorization. During fiscal 2024, DXC completed the remaining share repurchases under the above authorizations.

On May 18, 2023, DXC announced that its Board approved an incremental $1.0 billion share repurchase authorization. Share repurchases may be made from time to time through various means, including in open market purchases, 10b5-1 plans, privately-negotiated transactions, accelerated stock repurchases, block trades and other transactions, in compliance with Rule 10b-18 under the Exchange Act of 1934, as amended, as well as, to the extent applicable, other federal and state securities laws and other legal requirements. The timing, volume, and nature of share repurchases pursuant to the share repurchase plan are at the discretion of management and may be suspended or discontinued at any time.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (the "IRA") into law. The IRA imposes a 1% excise tax on share repurchases completed after December 31, 2022. We reflect the excise tax within equity as part of the repurchase of the common stock.

See Note 15 - "Stockholders' Equity" for more information.

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Performance Graph

The following graph compares the cumulative return on our common stock for the most recent five years, with the cumulative return on the Standard & Poor’s 600 Stock Index ("S&P 600 Index"), Standard & Poor's 600 Information Technology Index ("S&P 600 Information Technology Index"), Standard & Poor’s 500 Stock Index ("S&P 500 Index"), and Standard & Poor’s North American Technology Index ("S&P North American Technology Index"). Going forward, the Company will replace the S&P 500 Index and the S&P North American Technology Index with the S&P 600 Index and the S&P 600 Information Technology Index, as we concluded that the companies included therein are our closer competitors or are of a more similar size with us. The graph assumes that $100 was invested at the market close on April 1, 2019 (the first trading day of fiscal 2020) in our common stock, and the relevant comparison indices. The stock price performance of the following graph is not necessarily indicative of future stock price performance.

Comparison of Five Year Cumulative Total Return

The following table provides total shareholder returns assuming $100 was invested on April 1, 2019, with annual returns using our fiscal year-end date:

Company/Market/Peer Group	2020		2021		2022		2023		2024
DXC Technology Company	(80.0)	%	140.0	%	4.0	%	(22.0)	%	(17.0)	%
S&P 500 Index	(10.0)	%	54.0	%	14.0	%	(9.0)	%	28.0	%
S&P North American Technology Index	1.0	%	71.0	%	8.0	%	(12.0)	%	52.0	%
S&P 600 Index	(28.0)	%	93.0	%	—	%	(10.0)	%	14.0	%
S&P 600 Information Technology Index	(13.0)	%	92.0	%	2.0	%	(5.0)	%	6.0	%

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12 of this Annual Report on Form 10-K for information regarding our equity compensation plans.

ITEM 6. RESERVED

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The purpose of the Management's Discussion and Analysis (“MD&A”) is to present information that management believes is relevant to an assessment and understanding of our results of operations and cash flows for the fiscal year ended March 31, 2024 and our financial condition as of March 31, 2024. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.

The MD&A is organized in the following sections:

•Background

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Estimates

The following discussion includes a comparison of our results of operations and liquidity and capital resources for fiscal 2024 and fiscal 2023. A comparison of our results of operations and liquidity and capital resources for fiscal 2023 and fiscal 2022 may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Form 10-K filed with the Securities and Exchange Commission on May 19, 2023.

Background

DXC helps global companies run their mission critical systems and operations while modernizing IT, optimizing data architectures, and ensuring security and scalability across public, private and hybrid clouds. The world’s largest companies and public sector organizations trust DXC to deploy services to drive new levels of performance, competitiveness, and customer experience across their IT estates.

We generate revenue by offering a wide range of information technology services and solutions primarily in North America, Europe, Asia, and Australia. We operate through two segments: Global Business Services ("GBS") and Global Infrastructure Services ("GIS"). We market and sell our services directly to customers through our direct sales offices around the world. Our customers include commercial businesses of many sizes and in many industries and public sector clients.

Key Metrics

Key metrics for fiscal 2024 compared to fiscal 2023 are included below. We have presented organic revenue and diluted earnings per share on a non-GAAP basis. For more information see “Non-GAAP Financial Measures.”

•Revenues of $13.67 billion, down 5.3% compared to prior year period, and down 4.1% on an organic basis;

•Diluted earnings (loss) per share of $0.46, compared to $(2.48) in fiscal 2023; adjusted diluted earnings per share of $3.13, compared to $3.47 in fiscal 2023, a decrease of 9.8%;

•Operating cash flow of $1,361 million, less capital expenditures of $605 million, resulted in free cash flow of $756 million;

•Returned $883 million to shareholders through share repurchases in fiscal 2024.

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Results of Operations

The following table provides financial data for fiscal 2024 and 2023:

	Fiscal Years Ended
(In millions, except per-share amounts)	March 31, 2024		March 31, 2023
Revenues	$	13,667	$	14,430
Income (loss) before income taxes	109		(885)
Income tax expense (benefit)	23		(319)
Net income (loss)	$	86	$	(566)
Diluted income (loss) per common share:	$	0.46	$	(2.48)

Revenues

Our revenues by geography and operating segments are provided below:

	Fiscal Years Ended						Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		Percentage Change		Constant Currency March 31, 2024(1)		Percentage Change in Constant Currency(1)
Geographic Market
United States	$	3,909	$	4,320	(9.5)	%	$	3,909	(9.5)	%
United Kingdom	1,881		1,883		(0.1)	%	1,802		(4.3)	%
Other Europe	4,267		4,429		(3.7)	%	4,130		(6.8)	%
Australia	1,261		1,449		(13.0)	%	1,312		(9.5)	%
Other International	2,349		2,349		—	%	2,418		2.9	%
Total Revenues	$	13,667	$	14,430	(5.3)	%	$	13,571	(6.0)	%
Reportable Segments
GBS	$	6,820	$	6,960	(2.0)	%	$	6,796	(2.4)	%
GIS	6,847		7,470		(8.3)	%	6,775		(9.3)	%
Total Revenues	$	13,667	$	14,430	(5.3)	%	$	13,571	(6.0)	%

(1) Constant currency revenues are a non-GAAP measure calculated by translating current period activity into U.S. dollars using the comparable prior period’s currency conversion rates. This information is consistent with how management views our revenues and evaluates our operating performance and trends. For more information, see "Non-GAAP Financial Measures."

Total revenue for fiscal 2024 was $13.7 billion, a decrease of $763 million or 5.3%, compared to the prior fiscal year. The 5.3% decrease against the comparative period includes a 0.7% favorable foreign currency exchange rate impact, a 1.9% decline in revenue from the disposition of certain businesses, and a 4.1% decline in organic revenue. Organic revenue growth is a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."

The favorable foreign currency exchange rate impact is primarily driven by the weakening of the U.S. dollar against the British Pound and Euro.

For a discussion of risks associated with our foreign operations, see Part I, Item 1A - "Risk Factors."

Global Business Services

GBS revenues were $6.8 billion for fiscal 2024, a decrease of $140 million or 2.0% compared to fiscal 2023. The 2.0% decrease against the comparative period includes a 3.8% decline in revenue from the disposition of certain businesses,

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partially offset by 1.4% organic revenue growth from additional services provided to new and existing customers and a 0.4% favorable foreign currency exchange rate impact.

Global Infrastructure Services

GIS revenues were $6.8 billion for fiscal 2024, a decrease of $623 million or 8.3% compared to fiscal 2023. The 8.3% decrease against the comparative period includes a 1.0% favorable foreign currency exchange rate impact offset by a 9.3% decline in organic revenue from project completions, early terminations, and lower resale revenue.

Costs and Expenses

Our total costs and expenses were as follows:

	Dollar Amount
	Fiscal Years Ended				Change
(in millions)	March 31, 2024		March 31, 2023		Dollar		Percent
Costs of services (excludes depreciation and amortization and restructuring costs)	$	10,576	$	11,246	$	(670)	(6.0)	%
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	1,244		1,375		(131)		(9.5)
Depreciation and amortization	1,404		1,519		(115)		(7.6)
Restructuring costs	111		216		(105)		(48.6)
Interest expense	298		200		98		49.0
Interest income	(214)		(135)		(79)		58.5
Gain on disposition of businesses	(79)		(190)		111		(58.4)
Other expense (income), net	218		1,084		(866)		(79.9)
Total costs and expenses	$	13,558	$	15,315	$	(1,757)	(11.5)	%

Costs of Services

Costs of services, excluding depreciation and amortization and restructuring costs ("COS"), were $10.6 billion for fiscal 2024, a decrease of $670 million compared to the prior fiscal year.

The $670 million decrease in expenses against the prior fiscal year was primarily due to a reduction in labor costs from lower revenue levels and a reduction in professional services and contractor-related expenses from our cost optimization efforts, partially offset by a $9 million severance expense in the third quarter of fiscal 2024 related to the departure of the Company’s prior Chief Executive Officer and an unfavorable foreign currency exchange rate impact of $64 million.

Gross margin (Revenues less COS as a percentage of revenue) was 22.6% for fiscal 2024, an increase of 50 basis points against the prior fiscal year.

Selling, General and Administrative

Selling, general and administrative expense, excluding depreciation and amortization and restructuring costs ("SG&A"), was $1.2 billion for fiscal 2024, a decrease of $131 million compared to the prior fiscal year.

The $131 million decrease in expenses against the prior fiscal year was primarily due to a reduction of $30 million in costs related to merger related indemnification expenses, a decrease of $9 million in transaction, separation and integration-related (“TSI”) costs, and lower professional services and other vendor-related expenses in fiscal 2024. In addition, the prior year included a $29 million expense for arbitration-related losses and an $8 million expense for the SEC Matter. These decreases in expense were partially offset by a $5 million unfavorable foreign currency exchange rate impact.

SG&A as a percentage of revenue was 9.1% for fiscal 2024, a favorable decrease of 40 basis points against the prior fiscal year.

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Depreciation and Amortization

Depreciation expense was $433 million for fiscal 2024, a decrease of $86 million compared to the prior fiscal year. The decrease in depreciation expense was primarily due to lower average net property and equipment balances.

Amortization expense was $971 million for fiscal 2024, a decrease of $29 million compared to the prior fiscal year. The decrease in amortization expense was primarily due to lower software amortization and customer related intangible amortization, partially offset by an increase in transition and transformation contract cost amortization.

Restructuring Costs

During fiscal 2024, management approved global cost savings initiatives designed to better align our workforce, facility and data center requirements. Total restructuring costs recorded, net of reversals, during fiscal 2024 were $111 million, a decrease of $105 million compared to the prior fiscal year, primarily from a reduction in workforce-related expenses.

See Note 12 - "Restructuring Costs" for additional information about our restructuring actions.

Interest Expense and Interest Income

For fiscal 2024, net interest expense (interest expense less interest income) was $84 million, an increase of $19 million as compared to the prior fiscal year.

The increase in net interest expense against the comparative period was primarily due to higher interest rates globally that increased interest expense from securitization and commercial paper borrowings.

Gain on Disposition of Businesses

During fiscal 2024, the Company sold insignificant businesses and a strategic investment, and made adjustments to estimated amounts from prior years' dispositions that resulted in a net gain of $79 million.

During fiscal 2023, the Company had a net gain of $190 million from the disposition of certain businesses, including a pre-tax gain of $215 million from the sale of its FDB business, partially offset by a loss of $25 million from the sale of certain insignificant businesses.

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Other Expense (Income), Net

Other expense (income), net comprises non-service cost components of net periodic pension income, pension and OPEB actuarial and settlement losses, movement in foreign currency exchange rates on our foreign currency denominated assets and liabilities and the related economic hedges, gains on sales of assets, and other miscellaneous gains and losses.

The components of other expense (income), net for fiscal 2024 and 2023 were as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		Dollar Change
Non-service cost components of net periodic pension (income) expense	$	(145)	$	(251)	$	106
Pension and OPEB actuarial and settlement losses (gains)	445		1,431		(986)
Foreign currency (gain) loss	(7)		(15)		8
Gain on sale of assets	(40)		(90)		50
Other (gain) loss	(35)		9		(44)
Total	$	218	$	1,084	$	(866)

Other expense (income), net, was $218 million in fiscal 2024, a decrease of $866 million against the prior fiscal year. The change against the prior fiscal year was primarily due to:

•net periodic pension income decreased by $106 million primarily due to changes in expected returns on assets and other actuarial assumptions;

•pension and OPEB actuarial and settlement losses decreased by $986 million from mark-to-market adjustments and other settlement gains and losses;

•foreign currency gains decreased $8 million primarily due to movements of exchange rates on our foreign currency-denominated assets and liabilities, related hedges including forward contracts to manage our exposure to economic risk, and the cost of our hedging program;

•a decrease in gains from sales of assets of $50 million; and

•an increase in other gains of $44 million, primarily from the sale of a strategic investment in fiscal 2024 and an impairment loss recorded in fiscal 2023.

Taxes

Our effective tax rate ("ETR") on income (loss) from continuing operations, before taxes, for fiscal 2024 and 2023 was 21.1% and (36.0)%, respectively. A reconciliation of the differences between the U.S. federal statutory rate and the ETR, as well as other information about our income tax provision, is provided in Note 14 - "Income Taxes."

In fiscal 2024, the ETR was primarily impacted by:

•Changes in foreign jurisdictional losses that decreased the ETR by $160 million and 146.8%, respectively, with an offsetting increase in the ETR due to an increase in the valuation allowance of the same amount.

•Income tax and foreign tax credits, which decreased income tax expense and decreased the ETR by $101 million and 92.7%, respectively, offset by tax expense on U.S. international tax inclusions, which increased tax expense and increased the ETR by $39 million and 35.8%, respectively.

•Foreign withholding taxes, which increased income tax expense and increased the ETR by $64 million and 58.7%, respectively.

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In fiscal 2023, the ETR was primarily impacted by:

•A reduction in base erosion and transition taxes, which increased income tax benefit and decreased the ETR by $81 million and 9.1%, respectively.

•Income tax and foreign tax credits, which increased income tax benefit and decreased the ETR by $71 million and 8.0%, respectively, offset by tax expense on U.S. international tax inclusions which decreased tax benefit and increased the ETR by $51 million and 5.8%, respectively.

•Non-taxable gains and losses on business divestitures, which increased income tax benefit and decreased the ETR by $67 million and 7.6%, respectively.

The Internal Revenue Service (the “IRS”) has examined, or is examining, the Company’s federal income tax returns for fiscal 2009 through the tax year ended October 31, 2018. With respect to CSC’s fiscal 2009 through 2017 federal tax returns, the Company participated in settlement negotiations with the IRS Office of Appeals. The IRS examined several issues for these tax years that resulted in various audit adjustments. The Company and the IRS Office of Appeals have settled various audit adjustments, and we disagree with the IRS’ disallowance of certain losses and deductions resulting from restructuring costs, foreign exchange losses, and a third-party financing transaction in previous years. As we believe we will ultimately prevail on the technical merits of the disagreed items and are challenging them in the U.S. Tax Court, these matters are not fully reserved and would result in incremental federal and state tax expense of approximately $507 million (including estimated interest and penalties) for the unreserved portion of these items and cash tax payments of approximately $582 million, if we do not prevail. We have received notices of deficiency with respect to fiscal 2009, 2010, 2011 and 2013 and have timely filed petitions with the U.S. Tax Court. During fiscal 2024, some of these cases were dismissed, but the dismissals were procedural in nature only and do not impact the Company’s potential liability for the aforementioned fiscal years. We expect court proceedings to progress during calendar year 2024 that may result in resolution of some or all of the litigation matters by the end of fiscal year 2025.

During the third quarter of fiscal 2024, the Company determined there were inadvertent omissions on previously filed tax returns related to gain recognition agreements and certain related tax forms and disclosures. The Company notified the IRS in December of 2023 and filed for relief under Treas. Reg. Sec. 1.367(a)-8(p) in January 2024 to correct the issue.

The Company’s fiscal years 2009, 2010, and 2013 are in the U.S. Tax Court, and consequently these years will remain open until such proceedings have concluded. The statute of limitations on assessments related to a refund claim for fiscal year 2012 is open through February 28, 2025. The Company has agreed to extend the statute of limitations for fiscal and tax return years 2014 through 2021 to December 31, 2025. The Company expects to reach resolution for fiscal and tax return years 2009 through 2021 no earlier than the end of fiscal year 2026, except fiscal year 2012 for which the statute closes in fiscal year 2025, and potentially the years subject to litigation which may be resolved in fiscal year 2025.

The Company may settle certain other tax examinations for different amounts than the Company has accrued as uncertain tax positions. Consequently, the Company may need to accrue and ultimately pay additional amounts or pay lower amounts than previously estimated and accrued when positions are settled in the future. The Company believes the outcomes that are reasonably possible within the next 12 months to result in a reduction in its liability for uncertain tax positions, excluding interest, penalties, and tax carryforwards, would be approximately $17 million.

Earnings Per Share (EPS)

Diluted EPS for fiscal 2024 was $0.46, an increase of $2.94 compared to the prior fiscal year. The increase in diluted EPS against the prior fiscal year was primarily due to an increase in net income attributable to DXC common stockholders and a lower weighted average share count from the Company’s share repurchases.

Diluted EPS for fiscal 2024 includes $0.44 per share of restructuring costs, $0.03 per share of transaction, separation and integration-related costs, $1.40 per share of amortization of acquired intangible assets, $0.01 per share of merger-related indemnification, $0.04 per share of impairment losses, $1.68 per share of pension and OPEB actuarial and settlement losses, $(0.45) per share of net gains on dispositions, and $(0.49) per share of tax adjustments primarily relating to tax adjustments to impair or recognize certain deferred tax assets and adjustments for changes in tax legislation.

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Non-GAAP Financial Measures

We present non-GAAP financial measures of performance which are derived from the statements of operations of DXC. These non-GAAP financial measures include earnings before interest and taxes (“EBIT”), adjusted EBIT, non-GAAP income before income taxes, non-GAAP net income, non-GAAP net income attributable to DXC common stockholders, non-GAAP EPS, organic revenue growth, constant currency revenues, and free cash flow.

We believe EBIT, adjusted EBIT, non-GAAP income before income taxes, non-GAAP net income, non-GAAP net income attributable to DXC common stockholders, and non-GAAP EPS provide investors with useful supplemental information about our operating performance after excluding certain categories of expenses.

We believe constant currency revenues provides investors with useful supplemental information about our revenues after excluding the effect of currency exchange rate fluctuations for currencies other than U.S. dollars in the periods presented. See below for a description of the methodology we use to present constant currency revenues.

One category of expenses excluded from adjusted EBIT, non-GAAP income before income tax, non-GAAP net income, non-GAAP net income attributable to DXC common stockholders, and non-GAAP EPS is incremental amortization of intangible assets acquired through business combinations, if included, may result in a significant difference in period over period amortization expense on a GAAP basis. We exclude amortization of certain acquired intangible assets as these non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Although DXC management excludes amortization of acquired intangible assets, primarily customer-related intangible assets, from its non-GAAP expenses, we believe that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and support revenue generation. Any future transactions may result in a change to the acquired intangible asset balances and associated amortization expense.

Another category of expenses excluded from adjusted EBIT, non-GAAP income before income tax, non-GAAP net income, non-GAAP net income attributable to DXC common stockholders, and non-GAAP EPS is impairment losses, which, if included, may result in a significant difference in period-over-period expense on a GAAP basis. We exclude impairment losses as these non-cash amounts reflect generally an acceleration of what would be multiple periods of expense and are not expected to occur frequently. Further, assets such as goodwill may be significantly impacted by market conditions outside of management’s control.

Selected references are made to revenue growth on an “organic basis” so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates and without the impacts of acquisitions and divestitures, thereby providing comparisons of operating performance from period to period of the business that we have owned during both periods presented. Organic revenue growth is calculated by dividing the year-over-year change in GAAP revenues attributed to organic growth by the GAAP revenues reported in the prior comparable period. Organic revenue is calculated as constant currency revenue excluding the impact of mergers, acquisitions or similar transactions until the one-year anniversary of the transaction and excluding revenues of divestitures during the reporting period. This approach is used for all results where the functional currency is not the U.S. dollar. We believe organic revenue growth provides investors with useful supplemental information about our revenues after excluding the effect of currency exchange rate fluctuations for currencies other than U.S. dollars and the effects of acquisitions and divestitures in both periods presented.

Free cash flow represents cash flow from operations, less capital expenditures. Free cash flow is utilized by our management, investors, and analysts to evaluate cash available to pay debt, repurchase shares, and provide further investment in the business.

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There are limitations to the use of the non-GAAP financial measures presented in this report. One of the limitations is that they do not reflect complete financial results. We compensate for this limitation by providing a reconciliation between our non-GAAP financial measures and the respective most directly comparable financial measure calculated and presented in accordance with GAAP. Additionally, other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes between companies. Selected references are made on a “constant currency basis” so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates, thereby providing comparisons of operating performance from period to period. Financial results on a “constant currency basis” are non-GAAP measures calculated by translating current period activity into U.S. Dollars using the comparable prior period’s currency conversion rates. This approach is used for all results where the functional currency is not the U.S. Dollar. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Revenues.”

Certain non-GAAP financial measures and the respective most directly comparable financial measures calculated and presented in accordance with GAAP include:

	Dollar Amount
	Fiscal Years Ended				Change
(in millions)	March 31, 2024		March 31, 2023		Dollar (1)		Percent (1)
Income (loss) before income taxes	$	109	$	(885)	$	994	112.3	%
Non-GAAP income before income taxes	$	932	$	1,092	$	(160)	(14.7)	%
Net income (loss)	$	86	$	(566)	$	652	115.2	%
Adjusted EBIT	$	1,016	$	1,157	$	(141)	(12.2)	%

(1)The dollar and percent change for the Income (loss) before income taxes and Net income (loss) includes the Pension and OPEB actuarial and settlement gains and losses that were $445 million and $1,431 million for the fiscal years ended March 31, 2024 and March 31, 2023, respectively.

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Reconciliation of Non-GAAP Financial Measures

Our non-GAAP adjustments include:

•Restructuring costs – includes costs, net of reversals, related to workforce and real estate optimization and other similar charges.

•Transaction, separation and integration-related (“TSI”) costs – includes costs related to integration, separation, planning, financing and advisory fees and other similar charges associated with mergers, acquisitions, strategic investments, joint ventures, and dispositions and other similar transactions incurred within one year of such transactions closing, except for costs associated with related disputes, which may arise more than one year after closing.

•Amortization of acquired intangible assets – includes amortization of intangible assets acquired through business combinations.

•Pension and OPEB actuarial and settlement gains and losses – pension and OPEB actuarial mark to market adjustments and settlement gains and losses.

•Merger related indemnification – in fiscal 2024, primarily represents the Company’s current estimate of potential liability to HPE for tax related indemnifications; and in fiscal 2023, represents the Company’s then current estimate of potential liability to HPE for tax related indemnifications; indemnification on the Forsyth v. HP Inc. and HPE litigation; and the Company’s final liability to HPE on the Oracle v. HPE litigation. These obligations are related to the HPES merger.

•SEC Matter - represents the Company’s liability related to a previously disclosed investigation into its historical determination and disclosure of certain “transaction, separation, and integration-related costs” as part of the Company’s non-GAAP adjustments.

•Gains and losses on dispositions – gains and losses related to dispositions of businesses, strategic assets and interests in less than wholly-owned entities.(1)

•Arbitration loss - reflects losses arising from arbitration decisions in the third and fourth quarters of fiscal 2023.

•Impairment losses – non-cash charges associated with the permanent reduction in the value of the Company’s assets (e.g., impairment of goodwill and other long-term assets including fixed assets and impairments to deferred tax assets for discrete changes in valuation allowances). Future discrete reversals of valuation allowances are likewise excluded.(2)

•Tax adjustments – discrete tax adjustments to impair or recognize certain deferred tax assets, adjustments for changes in tax legislation, and adjustments to transition tax. Income tax expense (benefit) from the impact of merger and divestitures is separately computed based on the underlying transaction. Income tax expense of all other (non-discrete) non-GAAP adjustments is computed by applying the jurisdictional tax rate to the pre-tax adjustments on a jurisdictional basis.(3)

(1) During fiscal 2024, the Company sold insignificant businesses and a strategic investment and made adjustments to estimated amounts from prior years’ dispositions that resulted in a net gain of $115 million. During fiscal 2023, the Company had a net gain of $190 million from the disposition of certain businesses, including a pre-tax gain of $215 million from the sale of its FDB business partially offset by a loss of $25 million from the sale of certain insignificant businesses.

(2) Impairment losses on dispositions for fiscal 2024 include $5 million of charges associated with certain strategic investments accounted for within Other income, net. Impairment losses on dispositions for fiscal 2024 included $4 million of Net income attributable to non-controlling interest, net of tax. Impairment losses for fiscal 2023 include an $8 million impairment charge for customer related intangible assets and an $11 million impairment charge associated with a strategic investment.

(3) Tax adjustments for fiscal 2024 include $(92) million of changes in valuation allowances on deferred tax assets, $(7) million of adjustments to transition tax, and $2 million of revaluation of deferred taxes resulting from changes in non-U.S. jurisdiction tax rates. Tax adjustments for fiscal 2023 include $(5) million changes in valuation allowances on deferred tax assets, $(28) million of adjustments to transition tax, and $(87) million of revaluation of deferred taxes resulting from changes in non-U.S. jurisdiction tax rates.

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A reconciliation of reported results to non-GAAP results is as follows:

	Fiscal Year Ended March 31, 2024
(in millions, except per-share amounts)	As Reported			Restructuring Costs		Transaction, Separation and Integration-Related Costs		Amortization of Acquired Intangible Assets		Merger Related Indemnification		Gains and Losses on Dispositions		Impairment Losses		Pension and OPEB Actuarial and Settlement Gains and Losses		Tax Adjustment		Non-GAAP Results
Income before income taxes	109			111		7		354		16		(115)		5		445		—		932
Income tax expense	23			23		1		75		14		(26)		1		109		97		317
Net income	86			88		6		279		2		(89)		4		336		(97)		615
Less: net loss attributable to non-controlling interest, net of tax	(5)			—		—		—		—		—		(4)		2		—		(7)
Net income attributable to DXC common stockholders	$	91		$	88	$	6	$	279	$	2	$	(89)	$	8	$	334	(97)		$	622
Effective Tax Rate	21.1		%																	34.0		%
Basic EPS	$	0.46		$	0.45	$	0.03	$	1.42	$	0.01	$	(0.45)	$	0.04	$	1.71	$	(0.50)	$	3.18
Diluted EPS	$	0.46		$	0.44	$	0.03	$	1.40	$	0.01	$	(0.45)	$	0.04	$	1.68	$	(0.49)	$	3.13
Weighted average common shares outstanding for:
Basic EPS	195.80			195.80		195.80		195.80		195.80		195.80		195.80		195.80		195.80		195.80
Diluted EPS	198.78			198.78		198.78		198.78		198.78		198.78		198.78		198.78		198.78		198.78

	Fiscal Year Ended March 31, 2023
(in millions, except per-share amounts)	As Reported			Restructuring Costs		Transaction, Separation and Integration- Related Costs		Amortization of Acquired Intangible Assets		Merger Related Indemnification, Arbitration Loss, and SEC Matter		Gains and Losses on Dispositions		Impairment Losses		Pension and OPEB Actuarial and Settlement Gains and Losses		Tax Adjustment		Non-GAAP Results
(Loss) income before income taxes	(885)			216		16		402		83		(190)		19		1,431		—		1,092
Income tax (benefit) expense	(319)			44		3		81		31		25		4		291		120		280
Net (loss) income	(566)			172		13		321		52		(215)		15		1,140		(120)		812
Less: net income attributable to non-controlling interest, net of tax	2			—		—		—		—		—		—		2		—		4
Net (loss) income attributable to DXC common stockholders	$	(568)		$	172	$	13	$	321	$	52	$	(215)	$	15	$	1,138	$	(120)	$	808
Effective Tax Rate	36.0		%																	25.6		%
Basic EPS	$	(2.48)		$	0.75	$	0.06	$	1.40	$	0.23	$	(0.94)	$	0.07	$	4.97	$	(0.52)	$	3.53
Diluted EPS	$	(2.48)		$	0.74	$	0.06	$	1.38	$	0.22	$	(0.92)	$	0.06	$	4.89	$	(0.52)	$	3.47
Weighted average common shares outstanding for:
Basic EPS	228.99			228.99		228.99		228.99		228.99		228.99		228.99		228.99		228.99		228.99
Diluted EPS	228.99			232.62		232.62		232.62		232.62		232.62		232.62		232.62		232.62		232.62

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Reconciliations of revenue growth to organic revenue growth are as follows:

	Fiscal Years Ended
	March 31, 2024		March 31, 2023
Total revenue growth	(5.3)	%	(11.3)	%
Foreign currency	(0.7)	%	6.0	%
Acquisitions and divestitures	1.9	%	2.6	%
Organic revenue growth	(4.1)	%	(2.7)	%
GBS revenue growth	(2.0)	%	(8.4)	%
Foreign currency	(0.4)	%	5.9	%
Acquisitions and divestitures	3.8	%	4.9	%
GBS organic revenue growth	1.4	%	2.4	%
GIS revenue growth	(8.3)	%	(13.8)	%
Foreign currency	(1.0)	%	6.0	%
Acquisitions and divestitures	—	%	0.6	%
GIS organic revenue growth	(9.3)	%	(7.2)	%

Reconciliations of net income (loss) to adjusted EBIT are as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Net income (loss)	$	86	$	(566)
Income tax expense (benefit)	23		(319)
Interest income	(214)		(135)
Interest expense	298		200
EBIT	193		(820)
Restructuring costs	111		216
Transaction, separation and integration-related costs	7		16
Amortization of acquired intangible assets	354		402
Merger-related indemnification	16		46
SEC Matter	—		8
Gains on dispositions	(115)		(190)
Arbitration loss	—		29
Impairment losses	5		19
Pension and OPEB actuarial and settlement losses	445		1,431
Adjusted EBIT	$	1,016	$	1,157

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Liquidity and Capital Resources

Cash and Cash Equivalents and Cash Flows

As of March 31, 2024, our cash and cash equivalents ("cash") were $1.2 billion, of which $0.6 billion was held outside of the U.S. We maintain various multi-currency, multi-entity, cross-border, physical and notional cash pool arrangements with various counterparties to manage liquidity efficiently that enable participating subsidiaries to draw on the Company’s pooled resources to meet liquidity needs.

A significant portion of the cash held by our foreign subsidiaries is not expected to be impacted by U.S. federal income tax upon repatriation. However, a portion of this cash may still be subject to foreign and U.S. state income tax consequences upon future remittance. Therefore, if additional funds held outside the U.S. are needed for our operations in the U.S., we plan to repatriate these funds not designated as indefinitely reinvested.

We have $0.1 billion in cash held by foreign subsidiaries used for local operations that is subject to country-specific limitations, which may restrict or result in increased costs in the repatriation of these funds. In addition, other practical considerations may limit our use of consolidated cash. This includes cash of $0.1 billion held by majority owned consolidated subsidiaries where third parties or public shareholders hold minority interests.

The following table summarizes our cash flow activity:

	Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		Change
Net cash provided by (used in):
Operating activities	$	1,361	$	1,415	$	(54)
Investing activities	(491)		(635)		144
Financing activities	(1,487)		(1,507)		20
Effect of exchange rate changes on cash and cash equivalents	(17)		(97)		80
Cash classified within current assets held for sale	—		10		(10)
Net decrease in cash and cash equivalents	$	(634)	$	(814)	$	180
Cash and cash equivalents at beginning of year	1,858		2,672
Cash and cash equivalents at end of year	$	1,224	$	1,858

Operating cash flow

Net cash provided by operating activities was $1,361 million and $1,415 million, respectively, in fiscal 2024 and fiscal 2023, reflecting a year-over-year decrease of $54 million. The decrease was primarily due to:

•a decrease in net income, net of adjustments of $214 million; partially offset by

•a $160 million favorable change in working capital primarily from improvements in our cash conversion cycle.

The following table contains certain key working capital metrics:

	Three months ended
	March 31, 2024	March 31, 2023	March 31, 2022
Days of sales outstanding in accounts receivable	69	67	70
Days of purchases outstanding in accounts payable	(64)	(51)	(45)
Cash conversion cycle	5	16	25

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Investing cash flow

Net cash used in investing activities was $491 million and $635 million, respectively, in fiscal 2024 and fiscal 2023, reflecting a year-over-year change of $144 million. The change was primarily due to:

•cash inflows of $26 million in fiscal 2024 resulting from various business divestitures, compared with cash outflows from business dispositions of $147 million in fiscal 2023 caused by net cash deposit outflows from the sale of the FDB Business; and

•a $73 million year-over-year decrease in cash outflows from capital expenditures; partially offset by

•a decrease in proceeds from sale of assets and other investing activities of $96 million and $6 million, respectively.

Financing cash flow

Net cash used in financing activities was $1,487 million and $1,507 million, respectively, in fiscal 2024 and fiscal 2023, reflecting a year-over-year change of $20 million. The change was primarily due to:

•a $140 million decrease in cash outflows from commercial paper payments, net of borrowings;

•an $81 million decrease in payments on capital leases and borrowings for asset financings, as the Company continues reducing the volume of these financing arrangements; and

•$63 million in payments on long term debt in fiscal 2023 that did not occur in fiscal 2024; partially offset by

•a $249 million increase in cash used for share repurchase activity and related taxes paid on net share settlements; and

•a $15 million increase in cash outflows from other financing activities.

Debt Financing

The following table summarizes our total debt:

	As of
(in millions)	March 31, 2024		March 31, 2023
Short-term debt and current maturities of long-term debt	$	271	$	500
Long-term debt, net of current maturities	3,818		3,900
Total debt	$	4,089	$	4,400

The $0.3 billion decrease in total debt during fiscal 2024 was primarily due to net decreases in finance lease liabilities, borrowings for asset financing, and commercial paper borrowings.

We were in compliance with all financial covenants associated with our borrowings as of March 31, 2024 and March 31, 2023.

As of March 31, 2024, our credit ratings were as follows:

Rating Agency	Long Term Ratings	Short Term Ratings	Outlook
Fitch	BBB	F-2	Stable
Moody's	Baa2	P-2	Stable
S&P	BBB-	-	Stable

For information on the risks of ratings downgrades, see Part I, Item 1A - "Risk Factors" subsection titled "Failure to maintain our credit rating and ability to manage working capital, refinance and raise additional capital for future needs could adversely affect our liquidity, capital position, borrowing cost, and access to capital markets."

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Liquidity

We expect our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to meet our normal operating requirements for the next 12 months and beyond. We expect to continue using cash generated by operations as a primary source of liquidity; however, should we require funds greater than that generated from our operations to fund discretionary investment activities, such as business acquisitions, we have the ability to raise capital through debt financing, including the issuance of capital market debt instruments such as commercial paper and bonds. In addition, we currently utilize and will further utilize accounts receivable sales facilities, and our cross-currency cash pool for liquidity needs. There is no guarantee that we will be able to obtain debt financing, if required, on terms and conditions acceptable to us, if at all, in the future.

Our exposure to operational liquidity risk is primarily from long-term contracts which require significant investment of cash during the initial phases of the contracts. The recovery of these investments is over the life of the contract and is dependent upon our performance as well as customer acceptance.

Our liquidity of $4.4 billion as of March 31, 2024, includes $1.2 billion of cash and cash equivalents and $3.2 billion of available borrowings under our revolving credit facility.

Share Repurchases

See Note 15 - "Stockholders' Equity."

Dividends

To maintain our financial flexibility, we continued to suspend payment of quarterly dividends for fiscal 2024.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to arrangements that include guarantees, the receivables sales facility and certain other financial instruments with off-balance sheet risk, such as letters of credit and surety bonds. We also use performance letters of credit to support various risk management insurance policies. No liabilities related to these arrangements are reflected in the Company's balance sheets. See Note 4 - "Receivables" and Note 20 - "Commitments and Contingencies" for additional information regarding these off-balance sheet arrangements.

Cash Commitments

For a description of the Company’s cash commitments to debt, leases, pension and other benefit plans, and minimum purchase commitments, refer to “Note 10 - Debt,” Note 5 - "Leases,” "Note 20 - Commitments and Contingencies," and “Note 13 - Pension and Other Benefit Plans,” for the estimated future benefit payments under our Pension and OPEB plans.

Our other cash commitments as of March 31, 2024, were as follows:

(in millions)	Less than 1 year		2-3 years		4-5 years		More than 5 years		Total
U.S. Tax Reform - Transition Tax(1)	57		(38)		—		—		19
Interest payments(2)	57		85		39		18		199
Total	$	114	$	47	$	39	$	18	$	218

(1) The transition tax is payable over eight years. We have remitted the first six installment payments. Our remaining liability from the originally computed transition tax in 2018 is $128 million. We are in the process of amending our tax return for historical transactions and other adjustments which are expected to reduce our overall transition tax obligation by approximately $109 million, resulting in a net refund due in the final installment period.

(2) Amounts represent scheduled interest payments on long-term debt.

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Critical Accounting Estimates

The preparation of the financial statements, in accordance with GAAP, requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. The Company bases its estimates on assumptions regarding historical experience, currently available information, and anticipated developments that it believes are reasonable and appropriate. However, because the use of estimates involves an inherent degree of uncertainty, actual results could differ materially from those estimates. We consider the following policies to be critical because of their complexity and the high degree of judgment involved in implementing them: revenue recognition, income taxes, defined benefit plans, valuation of assets, and loss accruals for litigation. We have discussed the selection of our critical accounting policies and the effect of estimates with the Audit Committee of our Board.

Revenue Recognition

Most of our revenues are recognized based on objective criteria and do not require significant estimates that may change over time. However, some arrangements may require significant estimates, including contracts which include multiple performance obligations.

Contracts with multiple performance obligations

Many of our contracts require us to provide a range of services or performance obligations to our customers, which may include a combination of services and products and may also contain leases embedded in those arrangements. Significant judgment may be required to determine the appropriate accounting, including whether the elements specified in contracts with multiple performance obligations should be treated as separate performance obligations for revenue recognition purposes, and, when considered appropriate, how the total transaction price should be allocated among the performance obligations and any lease components and the timing of revenue recognition for each. For contracts with multiple performance obligations and lease components, we allocate the contract’s transaction price to each performance obligation and lease component based on the relative standalone selling price. Other than software sales involving multiple performance obligations, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service. Certain of our contracts involve the sale of DXC proprietary software, post-contract customer support and other software-related services. The standalone selling price generally is determined for each performance obligation using an adjusted market assessment approach based on the price charged where each deliverable is sold separately. In certain limited cases (typically for software licenses) when the historical selling price is highly variable, the residual approach is used. This approach allocates revenue to the performance obligation equal to the difference between the total transaction price and the observable standalone selling prices for the other performance obligations. These methods involve significant judgments and estimates that we assess periodically by considering market and entity-specific factors, such as type of customer, features of the products or services and market conditions.

Once the total revenues have been allocated to the various performance obligations and lease components, revenues for each are recognized based on the relevant revenue recognition method for each. Estimates of total revenues at contract inception often differ materially from actual revenues due to volume differences, changes in technology or other factors which may not be foreseen at inception.

Contract modifications

A contract modification is a legally binding change to the scope, price, or both of an existing contract. Contract modifications are reviewed to determine whether they should be accounted for as part of the original contract, the termination of an existing contract and the creation of a new contract, or as a separate contract, and whether they modify an embedded lease. This determination requires significant judgment, which could impact the timing of revenue recognition.

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Costs to obtain contracts with customers

Accounting for the costs to obtain contracts with customers requires significant judgments and estimates with regards to the determination of sales commission payments that qualify for deferral of costs and the related amortization period. Most of our sales commission plans are quota-based and payments are made by achieving targets related to a large number of new and renewed contracts. Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. We defer and amortize these costs on a straight-line basis over an average period of benefit of five years, which is determined and regularly assessed by considering the length of our customer contracts, our technology and other factors. Significant changes in these estimates or impairment may result if material contracts terminate earlier than the expected benefit period, or if there are material changes in the average contract period.

Income Taxes

We are subject to income taxes in the United States (federal and state) and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes, analyzing our income tax reserves, the determination of the likelihood of recoverability of deferred tax assets and any corresponding adjustment of valuation allowances. In addition, our tax returns are routinely audited, and settlements of issues raised in these audits sometimes affect our tax provisions.

As a global enterprise, our ETR is affected by many factors, including our global mix of earnings among countries with differing statutory tax rates, the extent to which our non-U.S. earnings are indefinitely reinvested outside the U.S., changes in the valuation allowance for deferred tax assets, changes in tax regulations, acquisitions, dispositions and the tax characteristics of our income. We cannot predict with certainty what our ETR will be in the future because there is uncertainty regarding these factors. Future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the consolidated financial statements in the year these changes occur.

The Organization for Economic Co-operation and Development (“OECD”), along with members of its inclusive framework, have, through the Base Erosion and Profit Shifting project, proposed changes to numerous long-standing tax principles (“Pillar Two Rules”), which imposes a global minimum corporate tax rate of 15%. Although the U.S. has not yet enacted legislation implementing Pillar Two Rules, other countries where the Company does business, including the U.K. and Germany, have enacted legislation implementing Pillar Two Rules, which are effective from January 1, 2024, and several other countries are also considering changes to their tax laws to implement it. When and how these rules are adopted or enacted by the various countries in which we do business could increase tax complexity and uncertainty and may adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions.

The majority of our global unremitted foreign earnings have been taxed or would be exempt from U.S. tax upon repatriation. Such earnings and all current foreign earnings are not indefinitely reinvested. The following earnings are considered indefinitely reinvested: approximately $480 million that could be subject to U.S. federal tax when repatriated to the U.S. under section 1.245A-5(b) of the final Treasury regulations; and approximately $200 million of our accumulated earnings in India. A portion of these indefinitely reinvested earnings may be subject to foreign and U.S. state tax consequences when remitted. The Company will continue to evaluate its position based on its future strategy and cash needs.

Considerations impacting the recoverability of deferred tax assets include the period of expiration of the tax asset, planned use of the tax asset, historical and projected taxable income as well as deferred tax liabilities for the tax jurisdiction to which the tax asset relates. In determining whether the deferred tax assets are realizable, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent results of financial operations. We recorded a valuation allowance against deferred tax assets of approximately $2.3 billion as of March 31, 2024, due to uncertainties related to the ability to utilize these assets. However, valuation allowances are subject to change in future reporting periods due to changes in various factors such as when inputs or estimates used in determining valuation allowances significantly change or upon the receipt of new information.

56

We determine whether it is more likely than not a tax position will be sustained upon examination by the appropriate taxing authorities before any portion of the tax benefit is recorded in our financial statements and only the portion of the tax benefit that is measured as greater than 50% likely to be realized upon settlement with a taxing authority (that has full knowledge of all relevant information) is recognized. We may be required to change our provision for income taxes when the ultimate outcome of a tax position is agreed to by taxing authorities or otherwise effectively settled.

In the U.S., the IRA was signed into law on August 16, 2022. We do not currently expect the IRA to have a material impact on our Consolidated Financial Statements.

Defined Benefit Plans

The computation of our pension and other post-retirement benefit costs and obligations is dependent on various assumptions. Inherent in the application of the actuarial methods are key assumptions, including discount rates, expected long-term rates of return on plan assets, mortality rates, rates of compensation increases and medical cost trend rates. Our management evaluates these assumptions annually and updates assumptions as necessary. The fair value of assets is determined based on observable inputs for similar assets or on significant unobservable inputs if observable inputs are not available. Two of the most significant assumptions are the expected long-term rate of return on plan assets and the discount rate.

Our weighted average rates used were:

	March 31, 2024		March 31, 2023
Discount rates	4.5	%	2.7	%
Expected long-term rates of return on assets	6.0	%	4.3	%

The assumption for the expected long-term rate of return on plan assets is impacted by the expected asset mix of the plan; judgments regarding the correlation between historical excess returns and future excess returns and expected investment expenses. The discount rate assumption is based on current market rates for high-quality, fixed income debt instruments with maturities similar to the expected duration of the benefit payment period. The following table provides the impact that changes in the weighted-average assumptions would have had on our net periodic pension benefits and settlement and contractual termination charges for fiscal 2024:

(in millions)	Change	Approximate Change in Net Periodic Pension Expense		Approximate Change in Settlement, Contractual Termination, and Mark-to-Market Charges
Expected long-term return on plan assets	50 basis points	$	(38)	$	38
Expected long-term return on plan assets	(50) basis points	$	38	$	(38)
Discount rate	50 basis points	$	10	$	(441)
Discount rate	(50) basis points	$	(13)	$	497

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Valuation of Assets

We review long-lived assets, intangible assets, and goodwill for impairment in accordance with our accounting policy disclosed in Note 1 - "Summary of Significant Accounting Policies." Assessing the fair value of assets involves significant judgment including estimation of future cash flows, the timing of such cash flows, and discount rates reflecting the risk inherent in projecting future cash flows. The valuation of long-lived and intangible assets involves management estimates about future values and remaining useful lives of assets, particularly purchased intangible assets. These estimates are subjective and can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and forecasts.

Evaluation of goodwill for impairment requires judgment, including the identification of reporting units, assignment of assets, liabilities, and goodwill to reporting units and determination of the fair value of each reporting unit. The identification of reporting units requires consideration of components of the operating segments and whether or not there is discrete financial information available that is regularly reviewed by management. Additionally, we consider whether or not it is reasonable to aggregate components that have similar economic characteristics. The assumptions used to estimate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these assumptions may be impacted by a significant change in the business climate, established business plans, operating performance indicators or competition which could materially affect the estimates of fair value for each reporting unit.

We estimate the fair value of our reporting units using a combination of an income approach, utilizing a discounted cash flow analysis, and a market approach, using performance-metric market multiples. The discount rate used in an income approach is based on our weighted-average cost of capital and may be adjusted for the relevant risks associated with business-specific characteristics and any uncertainty related to a reporting unit's ability to generate the projected future cash flows.

Assumptions and Estimates Used to Analyze Contingencies and Litigation

We are subject to various claims and contingencies associated with lawsuits, insurance, tax and other issues arising in the normal course of business. The financial statements reflect the treatment of claims and contingencies based on management's view of the expected outcome. DXC consults with outside legal counsel on issues related to litigation and seeks input from other experts and advisors with respect to matters in the ordinary course of business. If the likelihood of an adverse outcome is probable and the amount is estimable, we accrue a liability in accordance with ASC 450 "Contingencies." Significant changes in the estimates or assumptions used in assessing the likelihood of an adverse outcome could have a material effect on our results of operations.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a multinational company, we are exposed to certain market risks such as changes in foreign currency exchange rates and interest rates. Changes in foreign currency exchange rates can impact our foreign currency denominated monetary assets and liabilities and forecasted transactions in foreign currency, whereas changes in benchmark interest rates can impact interest expense associated with our floating interest rate debt and the fair value of our fixed interest rate debt. A variety of practices are employed to manage these risks, including operating and financing activities and the use of derivative instruments. We do not use derivatives for trading or speculative purposes.

Presented below is a description of our risks together with a sensitivity analysis of each of these risks based on selected changes in market rates. The foreign currency model incorporates the impact of diversification from holding multiple currencies and the correlation of revenues, costs and any related short-term contract financing in the same currency. In order to determine the impact of changes in interest rates on our future results of operations and cash flows, we calculated the increase or decrease in the index underlying these rates. We estimate the fair value of our long-term debt primarily using an expected present value technique using interest rates offered to us for instruments with similar terms and remaining maturities. These analyses reflect management's view of changes that are reasonably possible to occur over a one-year period.

Foreign Currency Risk

We are exposed to both favorable and unfavorable movements in foreign currency exchange rates. In the ordinary course of business, we enter into contracts denominated in foreign currencies. Exposure to fluctuations in foreign currency exchange rates arising from these contracts is analyzed during the contract bidding process. We generally manage these contracts by incurring costs in the same currency in which revenues are received and any related short-term contract financing requirements are met by borrowing in the same currency. Thus, by generally matching revenues, costs and borrowings to the same currency, we are able to mitigate a portion of the foreign currency risk to earnings. However, due to our increased use of offshore labor centers, we have become more exposed to fluctuations in foreign currency exchange rates. We experienced significant foreign currency fluctuations during both fiscal years 2024 and 2023 due primarily to the volatility of the Euro, British Pound, and Australian Dollar in relation to the U.S. dollar.

We have policies and procedures to manage exposure to fluctuations in foreign currency by using short-term foreign currency forward contracts to economically hedge certain foreign currency denominated assets and liabilities, including intercompany accounts and loans. For accounting purposes, these foreign currency forward contracts are not designated as hedges and changes in their fair value are reported in current period earnings within other expense (income), net in the statements of operations. We also use foreign currency forward contracts to reduce foreign currency exchange rate risk related to certain Indian rupee denominated intercompany obligations and forecasted transactions. For accounting purposes, these foreign currency forward contracts are designated as cash flow hedges with critical terms that match the hedged items. Therefore, the changes in fair value of these forward contracts are recorded in accumulated other comprehensive loss, net of taxes in the statements of comprehensive income and subsequently classified into net income in the period the hedged transactions are recognized in net income.

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than U.S. dollar; see Note 11 - "Revenue." During fiscal 2024, approximately 71% of our revenues were generated outside of the United States. For the year ended March 31, 2024, a hypothetical 10% increase (decrease) in the value of the U.S. dollar against all currencies would have decreased (increased) revenues by approximately 7.1%, or $1.0 billion. The majority of this fluctuation would be offset by expenses incurred in local currency. To the extent that we were not able to match local currency revenues with local currency expenses, there would be an impact to our results of operations and cash flows.

Interest Rate Risk

As of March 31, 2024, we had outstanding debt with varying maturities for an aggregate carrying amount of $4.1 billion, of which none was floating interest rate debt. As of March 31, 2024, an assumed 10% unfavorable change in interest rates would not be material to our consolidated results of operations or cash flows. A change in interest rates related to our long-term debt would not have a material impact on our balance sheet as we do not record our debt at fair value.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)	61
Consolidated Balance Sheets as of March 31, 2024 and March 31, 2023	63
Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2024, March 31, 2023 and March 31, 2022	64
Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended March 31, 2024, March 31, 2023 and March 31, 2022	65
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2024, March 31, 2023 and March 31, 2022	66
Consolidated Statements of Changes in Equity for the Fiscal Years Ended March 31, 2024, March 31, 2023 and March 31, 2022	68
Notes to Consolidated Financial Statements
Note 1–Summary of Significant Accounting Policies	69
Note 2–Divestitures	79
Note 3–Earnings (Loss) Per Share	79
Note 4–Receivables	80
Note 5–Leases	80
Note 6–Derivative Instruments	83
Note 7–Property and Equipment	85
Note 8–Intangible Assets	86
Note 9–Goodwill	86
Note 10–Debt	88
Note 11–Revenue	89
Note 12–Restructuring Costs	91
Note 13–Pension and Other Benefit Plans	92
Note 14–Income Taxes	98
Note 15–Stockholders' Equity	105
Note 16–Stock Incentive Plans	106
Note 17–Cash Flows	110
Note 18–Other Expense (Income), Net	110
Note 19–Segment and Geographic Information	111
Note 20–Commitments and Contingencies	113

60

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of

DXC Technology Company

Ashburn, Virginia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DXC Technology Company and subsidiaries (the "Company") as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in equity, for each of the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 16, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition — Refer to Notes 1 and 11 to the financial statements

Critical Audit Matter Description

Certain of the Company’s contracts with customers involve multiple performance obligations and may contain embedded leases, which are assessed for classification and are typically recognized either as sales-type leases or as operating leases. When the Company enters into such arrangements, the contract’s transaction price is allocated to the contract performance obligations and the lease component based upon the relative standalone selling price. These conclusions could impact the timing of revenue recognition.

61

Additionally, the Company’s contracts with customers may be modified over the course of the contract term which may change the scope, price, or both, of the existing contract. Contract modifications are reviewed to determine whether they should be accounted for as part of the original contract, the termination of an existing contract and the creation of a new contract, or as a separate contract. If the contract modification is part of the existing contract, a cumulative adjustment to revenue is recorded. If the contract modification represents the termination of the existing contract and the creation of a new contract, the modified transaction price is allocated to the prospective performance obligations and any embedded lease components. If a contract modification modifies an embedded lease component and the modification is not accounted for as a separate contract, the classification of the lease is reassessed.

Given these factors related to complex new contracts with customers and modifications of such contracts in the current fiscal year, the related audit effort in evaluating complex revenue arrangements was significant and required a high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s revenue recognition for complex new and modified revenue arrangements included the following:

•We tested the effectiveness of internal controls related to the review of revenue recognition conclusions for new and modified contracts.

•We analyzed the population of material revenue arrangements that were new or modified during the year and performed the following procedures on a selection of new or modified contracts:

–Obtained and read the customer contract and evaluated management’s identification of performance obligations.

–Evaluated management’s determination of standalone selling price for the identified performance obligations.

–Recalculated the transaction price and tested the allocation of transaction price to each performance obligation.

–Evaluated the pattern of delivery and revenue recognition timing for each performance obligation.

/s/ Deloitte & Touche LLP

McLean, Virginia

May 16, 2024

We have served as the Company's auditor since at least 1965; however, an earlier year could not be reliably determined.

62

DXC TECHNOLOGY COMPANY

CONSOLIDATED BALANCE SHEETS

	As of
(in millions, except per share and share amounts)	March 31, 2024		March 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,224	$	1,858
Receivables and contract assets, net of allowance for doubtful accounts of $35 and $47	3,253		3,441
Prepaid expenses	512		565
Other current assets	146		255
Assets held for sale	—		5
Total current assets	5,135		6,124
Intangible assets, net of accumulated amortization of $5,792 and $5,670	2,130		2,569
Operating lease assets, net	731		909
Goodwill	532		539
Deferred income taxes, net	804		460
Property and equipment, net of accumulated depreciation of $3,515 and $4,111	1,671		1,979
Other assets	2,857		3,247
Assets held for sale - non-current	11		18
Total Assets	$	13,871	$	15,845
LIABILITIES and EQUITY
Current liabilities:
Short-term debt and current maturities of long-term debt	$	271	$	500
Accounts payable	846		782
Accrued payroll and related costs	558		569
Operating lease liabilities	282		317
Accrued expenses and other current liabilities	1,437		1,836
Deferred revenue and advance contract payments	866		1,054
Income taxes payable	134		120
Liabilities related to assets held for sale	—		9
Total current liabilities	4,394		5,187
Long-term debt, net of current maturities	3,818		3,900
Non-current deferred revenue	671		788
Non-current income tax liabilities and deferred income taxes	556		587
Non-current operating lease liabilities	497		648
Non-current pension obligations	423		463
Other long-term liabilities	446		449
Liabilities related to assets held for sale - non-current	—		3
Total Liabilities	10,805		12,025
Commitments and contingencies
DXC stockholders’ equity:
Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued as of March 31, 2024 and March 31, 2023	—		—
Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 183,430,878 as of March 31, 2024 and 218,058,482 as of March 31, 2023	2		2
Additional paid-in capital	7,599		9,121
Accumulated deficit	(3,839)		(4,665)
Accumulated other comprehensive loss	(732)		(774)
Treasury stock, at cost, 4,591,340 and 3,333,592 shares as of March 31, 2024 and March 31, 2023	(219)		(187)
Total DXC stockholders’ equity	2,811		3,497
Non-controlling interest in subsidiaries	255		323
Total Equity	3,066		3,820
Total Liabilities and Equity	$	13,871	$	15,845

The accompanying notes are an integral part of these consolidated financial statements.

63

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

	Fiscal Years Ended
(in millions, except per-share amounts)	March 31, 2024		March 31, 2023		March 31, 2022
Revenues	$	13,667	$	14,430	$	16,265
Costs of services (excludes depreciation and amortization and restructuring costs)	10,576		11,246		12,683
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	1,244		1,375		1,408
Depreciation and amortization	1,404		1,519		1,717
Restructuring costs	111		216		318
Interest expense	298		200		204
Interest income	(214)		(135)		(65)
Debt extinguishment costs	—		—		311
Gain on disposition of businesses	(79)		(190)		(371)
Other expense (income), net	218		1,084		(1,081)
Total costs and expenses	13,558		15,315		15,124
Income (loss) before income taxes	109		(885)		1,141
Income tax expense (benefit)	23		(319)		405
Net income (loss)	86		(566)		736
Less: net (loss) income attributable to non-controlling interest, net of tax	(5)		2		18
Net income (loss) attributable to DXC common stockholders	$	91	$	(568)	$	718
Income (loss) per common share:
Basic	$	0.46	$	(2.48)	$	2.87
Diluted	$	0.46	$	(2.48)	$	2.81

The accompanying notes are an integral part of these consolidated financial statements.

64

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

			Fiscal Years Ended
(in millions)			March 31, 2024		March 31, 2023		March 31, 2022
Net income (loss)			$	86	$	(566)	$	736
Other comprehensive income (loss), net of taxes:
	Foreign currency translation adjustments, net of tax (1)		39		(336)		(86)
	Cash flow hedges adjustments, net of tax (2)		7		(17)		11
	Pension and other post-retirement benefit plans, net of tax:
		Prior service cost, net of tax (3)	(6)		(2)		9
		Amortization of prior service cost, net of tax (4)	(5)		(36)		(6)
	Pension and other post-retirement benefit plans, net of tax		(11)		(38)		3
Other comprehensive income (loss), net of taxes			35		(391)		(72)
Comprehensive income (loss)			121		(957)		664
		Less: comprehensive (loss) income attributable to non-controlling interest	(12)		—		29
Comprehensive income (loss) attributable to DXC common stockholders			$	133	$	(957)	$	635

(1) Tax (benefit) expense related to foreign currency translation adjustments was $(4), $2, and $5 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

(2) Tax expense (benefit) related to cash flow hedge adjustments was $3, $(6), and $2 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

(3) Tax (benefit) expense related to prior service costs was $0, $(1), and $2 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

(4) Tax benefit related to amortization of prior service costs was $1, $15, and $2 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

65

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash flows from operating activities:
Net income (loss)	$	86	$	(566)	$	736
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,433		1,551		1,742
Operating right-of-use expense	353		404		484
Pension & other post-employment benefits, actuarial & settlement losses (gains)	445		1,431		(684)
Share-based compensation	109		108		101
Deferred taxes	(416)		(609)		255
Gain on dispositions	(131)		(260)		(421)
Provision for losses on accounts receivable	—		(1)		5
Unrealized foreign currency exchange (gains) losses	(7)		8		(12)
Impairment losses and contract write-offs	18		47		51
Debt extinguishment costs	—		—		311
Amortization of debt issuance costs and discount	5		4		—
Cash surrender value in excess of premiums paid	(14)		(17)		(24)
Other non-cash charges, net	9		4		15
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in receivables	176		412		228
Decrease (Increase) in prepaid expenses and other current assets	211		(119)		(48)
Decrease in accounts payable and accruals	(278)		(424)		(714)
Increase (Decrease) in income taxes payable and income tax liability	13		(161)		(315)
Decrease in operating lease liability	(353)		(404)		(484)
(Decrease) Increase in advance contract payments and deferred revenue	(290)		11		270
Other operating activities, net	(8)		(4)		5
Net cash provided by operating activities	1,361		1,415		1,501
Cash flows from investing activities:
Purchases of property and equipment	(182)		(267)		(254)
Payments for transition and transformation contract costs	(198)		(223)		(209)
Software purchased and developed	(225)		(188)		(295)
Business dispositions	26		(147)		533
Proceeds from sale of assets	75		171		100
Proceeds from short-term investing	—		—		24
Other investing activities, net	13		19		41
Net cash used in investing activities	(491)		(635)		(60)
Cash flows from financing activities:
Borrowings of commercial paper	1,784		1,514		1,068
Repayments of commercial paper	(1,887)		(1,757)		(905)
Borrowings on long-term debt	—		—		19
Principal payments on long-term debt	—		(63)		(2,872)
Payments on finance leases and borrowings for asset financing	(430)		(511)		(990)
Proceeds from bond issuance	—		—		2,918
Proceeds from stock options and other common stock transactions	—		2		13
Taxes paid related to net share settlements of share-based compensation awards	(35)		(17)		(18)
Repurchase of common stock	(898)		(669)		(628)

66

Payments for debt extinguishment costs	—		—		(344)
Other financing activities, net	(21)		(6)		(79)
Net cash used in financing activities	(1,487)		(1,507)		(1,818)
Effect of exchange rate changes on cash and cash equivalents	(17)		(97)		29
Net decrease in cash and cash equivalents including cash classified within current assets held for sale	(634)		(824)		(348)
Cash classified within current assets held for sale	—		10		52
Net decrease in cash and cash equivalents	(634)		(814)		(296)
Cash and cash equivalents at beginning of year	1,858		2,672		2,968
Cash and cash equivalents at end of year	$	1,224	$	1,858	$	2,672

The accompanying notes are an integral part of these consolidated financial statements.

67

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except shares in thousands)	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock(1)		Total DXC Equity		Non- Controlling Interest		Total Equity
	Shares	Amount
Balance at March 31, 2021	257,053	$	3	$	10,761	$	(5,331)	$	(302)	$	(158)	$	4,973	$	335	$	5,308
Net income	`					718						718		18		736
Other comprehensive loss								(83)				(83)		11		(72)
Share-based compensation expense				80								80				80
Acquisition of treasury stock										(15)		(15)				(15)
Share repurchase program	(18,819)			(796)		162						(634)				(634)
Stock option exercises and other common stock transactions	2,274			12								12				12
Non-controlling interest distributions and other						1						1		(41)		(40)
Balance at March 31, 2022	240,508	$	3	$	10,057	$	(4,450)	$	(385)	$	(173)	$	5,052	$	323	$	5,375

(1)2,878,079 treasury shares as of March 31, 2022

(in millions, except shares in thousands)	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock(1)		Total DXC Equity		Non- Controlling Interest		Total Equity
	Shares	Amount
Balance at March 31, 2022	240,508	$	3	$	10,057	$	(4,450)	$	(385)	$	(173)	$	5,052	$	323	$	5,375
Net loss						(568)						(568)		2		(566)
Other comprehensive loss								(389)				(389)		(2)		(391)
Share-based compensation expense				98								98				98
Acquisition of treasury stock										(14)		(14)				(14)
Share repurchase program(2)	(24,437)	(1)		(1,036)		354						(683)				(683)
Stock option exercises and other common stock transactions	1,987			1								1				1
Non-controlling interest distributions and other				1		(1)						—				—
Balance at March 31, 2023	218,058	$	2	$	9,121	$	(4,665)	$	(774)	$	(187)	$	3,497	$	323	$	3,820

(1)3,333,592 treasury shares as of March 31, 2023

(in millions, except shares in thousands)	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock (1)		Total DXC Equity		Non- Controlling Interest		Total Equity
	Shares	Amount
Balance at March 31, 2023	218,058	$	2	$	9,121	$	(4,665)	$	(774)	$	(187)	$	3,497	$	323	$	3,820
Net income						91						91		(5)		86
Other comprehensive income								42				42		(7)		35
Share-based compensation expense				107								107				107
Acquisition of treasury stock										(32)		(32)				(32)
Share repurchase program(2)	(38,445)			(1,626)		734						(892)				(892)
Stock option exercises and other common stock transactions	3,818											—				—
Non-controlling interest distributions and other				(3)		1						(2)		(56)		(58)
Balance at March 31, 2024	183,431	$	2	$	7,599	$	(3,839)	$	(732)	$	(219)	$	2,811	$	255	$	3,066

(1) 4,591,340 treasury shares as of March 31, 2024

(2) On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (the "IRA") into law. The IRA imposes a 1% excise tax on share repurchases completed after December 31, 2022. We reflect the excise tax within equity as part of the repurchase of the common stock.

The accompanying notes are an integral part of these consolidated financial statements.

68

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Business

DXC Technology Company ("DXC," the "Company," "we," "us," or "our") is a global IT services market leader. We provide mission-critical IT services that transform global businesses. We deliver excellence for our customers and colleagues around the world.

Our approximately 130,000 people in about 65 countries are entrusted by our customers, close to half of today’s Fortune 500 companies. We operate through two segments: Global Business Services ("GBS") and Global Infrastructure Services ("GIS"), to provide solutions that modernize operations and drive innovation across our customers' entire IT estate.

Basis of Presentation

In order to make this report easier to read, DXC refers throughout to (i) the Consolidated Financial Statements as the “financial statements,” (ii) the Consolidated Statements of Operations as the “statements of operations,” (iii) the Consolidated Statements of Comprehensive Income (Loss) as the "statements of comprehensive income," (iv) the Consolidated Balance Sheets as the “balance sheets,” and (v) the Consolidated Statements of Cash Flows as the “statements of cash flows.” In addition, references are made throughout to the numbered Notes to the Consolidated Financial Statements (“Notes”) in this Annual Report on Form 10-K.

The accompanying financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission for annual reports and accounting principles generally accepted in the United States ("GAAP"). The financial statements include the accounts of DXC, its consolidated subsidiaries, and those business entities in which DXC maintains a controlling interest. Investments in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Other investments are accounted for by the cost method. Non-controlling interests are presented as a separate component within equity in the balance sheets. Net earnings attributable to the non-controlling interests are presented separately in the statements of operations, and comprehensive (loss) income attributable to non-controlling interests are presented separately in the statements of comprehensive (loss) income. All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of the financial statements, in accordance with GAAP, requires the Company's management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. The Company bases its estimates on assumptions regarding historical experience, currently available information, and anticipated developments that it believes are reasonable and appropriate. However, because the use of estimates involves an inherent degree of uncertainty, actual results could differ from those estimates. Estimates are used for, but not limited to, contracts accounted for using the percentage-of-completion method, cash flows used in the evaluation of impairment of goodwill and other long-lived assets, reserves for uncertain tax positions, valuation allowances on deferred tax assets, loss accruals for litigation, and obligations related to our pension plans. In the opinion of the Company's management, the accompanying financial statements contain all adjustments necessary, including those of a normal recurring nature, to fairly present the financial statements.

Leases

The Company determines if an arrangement is or contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether DXC obtains substantially all economic benefits from and has the ability to direct the use of the asset. Operating leases are reported as operating right-of-use ("ROU") assets, net, with the associated liabilities included in current operating lease liabilities and non-current operating lease liabilities in DXC's balance sheets. Finance leases are included in property and equipment, net, and the associated liabilities are included in short-term debt and current maturities of long-term debt and long-term debt, net of current maturities in DXC's balance sheets.

69

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Lease liabilities are recognized at commencement based on the present value of fixed or in-substance fixed lease payments over the lease term. Leased assets are recognized at commencement based on the leased liability plus any lease payments made at or before lease commencement and excluding any lease incentives.

As most of the Company's leases do not provide an implicit rate, DXC uses its incremental borrowing rate based on the information available at commencement to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that DXC would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The rate is dependent on several factors, including the lease term, currency of the lease payments and the Company's credit ratings.

The Company's lease terms may include options to extend or terminate the lease. Leased assets and lease liabilities include these options when it is reasonably certain that they will be exercised. The Company's lease arrangements generally do not contain any residual value guarantees or material restrictive covenants.

Operating lease expense, which includes interest, is recognized on a straight-line basis over the lease term with variable payments, primarily related to the operational costs for the Company's leased real estate for offices, recognized as incurred. Assets obtained under finance leases are recorded as fixed assets and depreciated over the shorter of the depreciable life of the asset or the lease term with interest recognized as it is incurred.

The Company combines lease and non-lease components under its lease agreements.

Revenue Recognition

The Company's primary service offerings are information technology outsourcing, other professional services, or a combination thereof. Revenues are recognized when control of the promised goods or services is transferred to DXC's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

DXC determines revenue recognition through the five-step model as follows:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the identified performance obligations

•Recognition of revenue when, or as, the Company satisfies a performance obligation

DXC's IT outsourcing ("ITO") arrangements typically reflect a single performance obligation that comprises a series of distinct services which are substantially the same and provided over a period of time using the same measure of progress. Revenue derived from these arrangements is recognized over time based upon the level of services delivered in the distinct periods in which they are provided based on time increments. When other parties are involved in providing goods or services as part of our customer arrangements, DXC recognizes revenue on a gross basis as a principal when it controls goods or services before they are transferred to the customer. In addition, the Company reports revenue net of any revenue-based taxes assessed by a governmental authority that are imposed on and concurrent with specific revenue-producing transactions, such as sales taxes and value-added taxes.

DXC's contracts often include upfront fees billed for activities to familiarize DXC with the customers' operations, take control over their administration and operation, and adapt them to DXC's solutions. Upfront fees are generally recognized ratably over the contract period, which approximates the manner in which the services are provided. These activities typically do not qualify as performance obligations, and the related revenues are allocated to the relevant performance obligations and recognized ratably over time as the performance obligation is satisfied during the period in which DXC provides the related service, which is typically the life of the contract. Software transactions that include multiple performance obligations are described below.

70

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For contracts with multiple performance obligations, DXC allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price of each distinct good or service in the contract. Other than software sales involving multiple performance obligations, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts its expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service.

DXC's ITO arrangements may also contain embedded leases for equipment used to fulfill services. A contract with a customer includes an embedded lease when DXC grants the customer a right to control the use of an identified asset for a period of time in exchange for consideration. Embedded leases with customers are typically recognized either as sales type leases in which revenue and cost of sales is recognized upon lease commencement; or they may be recognized as operating leases in which revenue is recognized over the usage period. Where a contract contains an embedded lease, the contract’s transaction price is allocated to the contract performance obligations and the lease component based upon the relative standalone selling price.

The transaction price of a contract is determined based on fixed and variable consideration. Variable consideration related to the Company’s ITO offerings often includes volume-based pricing that is allocated to the distinct days of the services to which the variable consideration pertains. However, in certain cases, estimates of variable consideration, including penalties, contingent milestone payments and rebates are necessary. The Company only includes estimates of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the customer and other similar customers, and the facts and circumstances specific to the arrangement.

Contracts with our customers may be modified over the course of the contract term and we may change the scope, price or both of the existing contracts. Contract modifications are reviewed to determine whether they should be accounted for as part of the original contract, the termination of an existing contract and the creation of a new contract, or as a separate contract. Contract modifications are a separate contract when the modification provides additional goods and services that are distinct and the transaction price is at the standalone selling price. If the contract modification is part of the existing contract, a cumulative adjustment to revenue is recorded. If the contract modification represents the termination of the existing contract and the creation of a new contract, the modified transaction price is allocated to the prospective performance obligations and any embedded lease components. If a contract modification modifies an embedded lease component and the modification is not accounted for as a separate contract, the classification of the lease is reassessed.

The Company generally provides its services under time and materials contracts, unit-price contracts, fixed-price contracts, and software contracts for which revenue is recognized in the following manner:

Time and materials contracts. Revenue is recognized over time at agreed-upon billing rates when services are provided.

Unit-price contracts. Revenue is recognized over time based on unit metrics multiplied by the agreed-upon contract unit price or when services are delivered.

Fixed-price contracts. For certain fixed-price contracts, revenue is recognized over time using a method that measures the extent of progress towards completion of a performance obligation, generally using a cost-input method (referred to as the percentage-of-completion cost-to-cost method). Under the percentage-of-completion cost-to-cost method, revenue is recognized based on the proportion of total cost incurred to estimated total costs at completion. A performance obligation's estimate at completion includes all direct costs such as materials and labor. If output or input measures are not available or cannot be reasonably estimated, revenue is deferred until progress can be measured and costs are not deferred unless they meet the criteria for capitalization. Under the percentage-of-completion cost-to-cost method, progress towards completion is measured based on costs incurred as a proportion of estimated total costs. Profit in a given period is reported at the estimated profit margin to be achieved on the overall contract. If estimated total costs at completion exceed estimated revenue for a contract under the percentage-of-completion cost-to-cost method, the loss is recognized in the quarter it first becomes probable and reasonably estimable.

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DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Software contracts. Certain of DXC's arrangements involve the sale of DXC proprietary software, post-contract customer support, and other software-related services. The standalone selling price generally is determined for each performance obligation using an adjusted market assessment approach based on the price charged where each deliverable is sold separately. In certain limited cases (typically for software licenses) when the historical selling price is highly variable, the residual approach is used. This approach allocates revenue to the performance obligation equal to the difference between the total transaction price and the observable standalone selling prices for the other performance obligations. Revenue from distinct software licenses is recognized at a point in time when the customer can first use the software license. If significant customization is required, software revenue is recognized as the related software customization services are performed in accordance with the percentage-of-completion method described above. Revenue for post-contract customer support and other software services is recognized over time as those services are provided.

Practical Expedients

DXC does not adjust the promised amount of consideration for the effects of a significant financing component when the period between when DXC transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (billed receivables, unbilled receivables and contract assets) and deferred revenue and advance contract payments (contract liabilities) on the Company's balance sheets. In arrangements that contain an element of customized software solutions, amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g. monthly) or upon achievement of certain contractual milestones. Generally, billing occurs subsequent to revenue recognition, sometimes resulting in contract assets if the related billing is conditional upon more than just the passage of time. However, the Company sometimes receives advances or deposits from customers, before revenue is recognized, which results in the generation of contract liabilities. Payment terms vary by type of product or service being provided as well as by customer, although the term between invoicing and when payment is due is generally an insignificant period of time.

Costs to Obtain a Contract

Certain sales commissions earned by the Company's sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The majority of sales commissions are paid based on the achievement of quota-based targets. These costs are deferred and amortized on a straight-line basis over an average period of benefit determined to be five years. The Company determined the period of benefit considering the length of its customer contracts, its technology, and other factors. Some commission payments are not capitalized because they are expensed during the fiscal year as the related revenue is recognized. Capitalized sales commissions costs are classified within other assets and amortized in selling, general and administrative expenses.

Costs to Fulfill a Contract

Certain contract setup costs incurred upon initiation or renewal of an outsourcing contract that generate or enhance resources to be used in satisfying future performance obligations are capitalized when they are deemed recoverable. Judgment is applied to assess whether contract setup costs are capitalizable. Costs that generate or enhance resources often pertain to activities that enhance the capabilities of the services, improve customer experience, and establish a more effective and efficient IT environment. The Company recognizes these transition and transformation contract costs as other assets, which are amortized over the respective contract life.

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DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pension and Other Benefit Plans

The Company accounts for its pension, other post-retirement benefit ("OPEB"), defined contribution and deferred compensation plans using the guidance of ASC 710 "Compensation – General" and ASC 715 "Compensation – Retirement Benefits." The Company recognizes actuarial gains and losses and changes in fair value of plan assets in earnings at the time of plan remeasurement as a component of net periodic benefit expense. Typically plan remeasurement occurs annually during the fourth quarter of each fiscal year. The remaining components of pension and OPEB expense, primarily current period service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

Inherent in the application of the actuarial methods are key assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets, mortality rates, rates of compensation increases, and medical cost trend rates. Company management evaluates these assumptions annually and updates assumptions as necessary. The fair value of assets is determined based on the prevailing market prices or estimated fair value of investments when quoted prices are not available.

Software Development Costs

After establishing technological feasibility, and until such time as the software products are available for general release to customers, the Company capitalizes costs incurred to develop commercial software products to be sold, leased or otherwise marketed. Costs incurred to establish technological feasibility are charged to expense as incurred. Enhancements to software products are capitalized where such enhancements extend the life or significantly expand the marketability of the products. Amortization of capitalized software development costs is determined separately for each software product. Annual amortization expense is calculated based on the greater of the ratio of current gross revenues for each product to the total of current and anticipated future gross revenues for the product or the straight-line amortization method over the estimated useful life of the product.

Unamortized capitalized software costs associated with commercial software products are periodically evaluated for impairment on a product-by-product basis by comparing the unamortized balance to the product’s net realizable value. The net realizable value is the estimated future gross revenues from that product reduced by the related estimated future costs. When the unamortized balance exceeds the net realizable value, the unamortized balance is written down to the net realizable value and an impairment charge is recorded.

The Company capitalizes costs incurred to develop internal-use computer software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred in connection with development of upgrades or enhancements that result in additional functionality are also capitalized. Capitalized costs associated with internal-use software are amortized on a straight-line basis over the estimated useful life of the software. Purchased software is capitalized and amortized over the estimated useful life of the software. Internal-use software assets are evaluated for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Share-Based Compensation

Share-based awards are accounted for under the fair value method. The Company provides different forms of share-based compensation to its employees and non-employee directors. This generally includes restricted stock units ("RSUs"), including performance-based restricted stock units ("PSUs"). The fair value of the awards is determined on the grant date, based on the Company's closing stock price. For awards settled in shares, the Company recognizes compensation expense based on the grant-date fair value net of estimated forfeitures over the vesting period. For awards settled in cash, the Company recognizes compensation expense based on the fair value at each reporting date net of estimated forfeitures.

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DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company uses a Monte Carlo simulation model to compute the estimated fair value of PSUs with a market condition. This model includes assumptions regarding term, risk-free interest rates, expected volatility and dividend yields, which are evaluated each time the Company issues an award. The risk-free rate equals the yield, as of the Valuation Date on semi-annual zero-coupon U.S. Treasury rates. The dividend yield assumption is based on the respective fiscal year dividend payouts. Expected volatility is based on a historical approach and the Company considers the performance period of the award.

Goodwill Impairment Analysis

The Company tests goodwill for impairment on an annual basis as of the first day of the second fiscal quarter and between annual tests if circumstances change, or if an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has defined its reporting units as its reportable segments. A significant amount of judgment is involved in determining whether an event indicating impairment has occurred between annual testing dates. Such indicators include: a significant decline in the Company's stock price, a significant decline in

expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, the disposal of a significant component of a reporting unit and the testing for recoverability of a significant asset group within a reporting unit.

The Company initially assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment considers all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance, and relevant entity-specific events.

If the Company determines that it is not more likely than not that the carrying amount for a reporting unit is less than its fair value, then subsequent quantitative goodwill impairment testing is not required. If the Company determines that it is more likely than not that the carrying amount for a reporting unit is greater than its fair value, then it proceeds with a subsequent quantitative goodwill impairment test.

The Company has the option to bypass the initial qualitative assessment stage and proceed directly to the quantitative goodwill impairment test. The quantitative goodwill impairment test compares each reporting unit’s fair value to its carrying value. If the reporting unit’s fair value exceeds its carrying value, no further procedures are required. However, if a reporting unit’s fair value is less than its carrying value, then an impairment charge is recorded in the amount of the excess.

When the Company performs the quantitative goodwill impairment test for a reporting unit, it estimates the fair value of the reporting unit using a combination of an income approach and a market approach. The income approach utilizes a discounted cash flow analysis in which the estimated future cash flows and terminal values for each reporting unit are discounted to present value using a discount rate. Cash flow projections are based on management's estimates of economic and market conditions, which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate is based on the weighted-average cost of capital and may be adjusted for the relevant risks associated with business-specific characteristics and any uncertainty related to a reporting unit’s ability to execute on the projected future cash flows. The market approach estimates fair value by applying performance-metric multiples to the reporting unit's prior and expected operating performance. The multiples are derived from comparable publicly traded companies that have operating and investment characteristics similar to those of the reporting unit. If the fair value of the reporting unit derived using one approach is significantly different from the fair value estimate using the other approach, the Company reevaluates its assumptions used in the two models. Assumptions are modified as considered appropriate under the circumstances until the two models yield similar and reasonable results. The fair values determined by the market approach and income approach, as described above, are weighted to determine the fair value for each reporting unit.

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DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

When the Company performs a quantitative goodwill impairment test for its reporting units, it also compares the sum of the reporting units’ fair values to the Company's market capitalization (per-share stock price multiplied by the number of shares outstanding) and calculates an implied control premium representing the excess of the sum of the reporting units’ fair values over the market capitalization. The Company evaluates the reasonableness of the control premium by comparing it to control premiums derived from recent comparable business combinations. If the implied control premium is not supported by market data, the Company adjusts its fair value estimates of the reporting units to a market capitalization supported by relevant market data.

Fair Value

The Company applies fair value accounting for its financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The objective of a fair value measurement is to estimate the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

Assets and liabilities subject to fair value measurement disclosures are required to be classified according to a three-level fair value hierarchy with respect to the inputs used to determine fair value. The level in which an asset or liability is disclosed within the fair value hierarchy is based on the lowest level input that is significant to the related fair value measurement in its entirety. The levels of input are defined as follows:

Level 1:	Quoted prices unadjusted for identical assets or liabilities in an active market.
Level 2:	Quoted prices for similar assets or liabilities in an active market, quoted prices for identical similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3:	Unobservable inputs that reflect the entity's own assumptions which market participants would use in pricing the asset or liability.

The fair value of money market funds, money market deposit accounts, U.S. Treasury bills with less than three months maturity and time deposits, included in cash and cash equivalents, are based on quoted market prices. The fair value of other equity securities, included in other long-term assets, is based on actual market prices. The fair value of contingent consideration, included in other liabilities, is based on contractually defined targets of financial performance in connection with earn outs and other considerations.

The carrying amounts of the Company’s financial instruments with short-term maturities, primarily accounts receivable, accounts payable, short-term debt, and financial liabilities included in other accrued liabilities approximate their market values due to their short-term nature.

Non-financial assets such as goodwill, tangible assets, intangible assets, and other contract related long-lived assets are recorded at fair value in the period they are initially recognized; and such fair value may be adjusted in subsequent periods if an event occurs or circumstances change that indicate that the asset may be impaired. The fair value measurements in such instances would be classified as Level 3 within the fair value hierarchy. There were no significant impairments recorded during the fiscal periods covered by this report.

Receivables

The Company records receivables at their face amounts less an allowance for doubtful accounts. Receivables consist of amounts billed and currently due from customers, amounts earned but unbilled (including contracts measured under the percentage-of-completion cost-to-cost method of accounting), amounts retained by the customer until the completion of a specified contract and claims. Unbilled recoverable amounts under contracts in progress generally become billable upon the passage of time, the achievement of project milestones, or upon acceptance by the customer.

Allowances for uncollectible trade receivables are estimated based on a combination of write-off history, aging analysis, any known collectability issues, and certain forward-looking information.

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DXC uses receivables securitization facilities or receivables sales facilities in the normal course of business as part of managing its cash flows. The Company accounts for receivables sold under these facilities as a sale of financial assets pursuant to ASC 860 “Transfers and Servicing” and derecognizes these receivables, as well as the related allowances, from its balance sheets. Generally, the fair value of the sold receivables approximates the book value due to the short-term nature and, as a result, no gain or loss on sale of receivables is recorded.

Property and Equipment

Property and equipment, which include assets under capital leases, are stated at cost less accumulated depreciation. Depreciation is computed predominantly on a straight-line basis over the estimated useful lives of the assets or the remaining lease term. The estimated useful lives of DXC's property and equipment are as follows:

Buildings	Up to 40 years
Computers and related equipment	4 to 7 years
Furniture and other equipment	3 to 15 years
Leasehold improvements	Shorter of lease term or useful life up to 20 years

Intangible Assets

The Company's estimated useful lives for finite-lived intangibles are shown in the table below:

Software	2 to 10 years
Customer related intangibles	Expected customer service life
Acquired contract related intangibles	Contract life and first contract renewal, where applicable

Software is amortized using predominately the straight-line method (see Software Development Costs above). Acquired contract related and customer related intangible assets are amortized in proportion to the estimated undiscounted cash flows projected over the estimated life of the asset or on a straight-line basis if such cash flows cannot be reliably estimated.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

Long-lived assets such as property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount of such assets to the estimated future net cash flows. If estimated future net cash flows are less than the carrying amount of such assets, an expense is recorded in the amount required to reduce the carrying amount of such assets to fair value. Fair value is determined based on a discounted cash flow approach or, when available and appropriate, comparable market values. Long-lived assets to be disposed of are reported at the lower of their carrying amount or their fair value less costs to sell.

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Assets/Liabilities Held for Sale

The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or

circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period that it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Income Taxes

The Company uses the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the results of operations in the period that includes the related enactment date.

A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision during the period in which the change occurred. In determining whether a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent results of financial operations. The Company recognizes the tax benefit of uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination. Uncertain tax positions are measured based on the probabilities that the uncertain tax position will be realized upon final settlement.

All tax-related cash flows resulting from excess tax benefits related to the settlement of share-based awards are classified as cash flows from operating activities and cash paid by directly withholding shares for tax withholding purposes is classified as a financing activity in the statements of cash flows.

Cash and Cash Equivalents

The Company considers investments with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of time deposits, money market funds and money market deposit accounts with a number of institutions that have high credit ratings.

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Foreign Currency

The local currency of the Company's foreign affiliates is generally their functional currency. Accordingly, the assets and liabilities of the foreign affiliates are translated from their respective functional currency to U.S. dollars using fiscal year-end exchange rates, income and expense accounts are translated at the average rates in effect during the fiscal year and equity accounts are translated at historical rates. The resulting translation adjustment is reported in the statements of comprehensive income and recorded as part of accumulated other comprehensive loss.

Derivative Instruments

The Company designates certain derivative instruments as hedges for purposes of hedge accounting, as defined under ASC 815 “Derivatives and Hedging.” For such derivative instruments, the Company documents its risk management objectives and strategy for undertaking hedging transactions, as well as all relationships between hedging and hedged risks. The Company's derivative instruments designated for hedge accounting include interest rate swaps and foreign currency forward and option contracts. Changes in the fair value measurements of these derivative instruments are reflected as adjustments to other comprehensive income (loss) and subsequently reclassified into earnings in the period during which the hedged transactions occurred. Any ineffectiveness or excluded portion of a designated hedge is recognized in earnings.

The Company also has entered into certain net investment hedges. Changes in the fair value of net investment hedges are recorded in the currency translation adjustment section of other comprehensive income (loss) and subsequently reclassified into earnings in the period the hedged item affects earnings. The Company excludes forward points from the effectiveness assessment of its net investment hedges. Changes in fair value of the excluded component are recognized in earnings.

The derivative instruments not designated as hedges for purposes of hedge accounting include total return swaps and certain short-term foreign currency forward contracts. These instruments are recorded at their respective fair values and the change in their value is reported in current period earnings. The Company does not use derivative instruments for trading or speculative purpose. The Company reports the effective portion of its cash flow hedges in the same financial statement line item as changes in the fair value of the hedged item. All cash flows associated with the Company's derivative instruments are classified as operating activities in the statements of cash flows.

New Accounting Pronouncements

During fiscal 2024, the following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board but have not yet been adopted by DXC:

Date Issued and ASU	DXC Effective Date	Description	Impact
November 2023 ASU 2023-07, “Improvements to Reportable Segment Disclosures”	Fiscal 2025	This update requires disclosure of significant segment expenses used by the Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources, disclose the title and position of the CODM and modifies other segment disclosures and the frequency thereof. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact the Company’s segment disclosures, but not its consolidated financial statements.
December 2023 ASU 2023-09, “Improvements to Income Tax Disclosures”	Fiscal 2026	The update requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact our income tax disclosures, but not its consolidated financial statements.

Other recently issued ASUs that have not yet been adopted are not expected to have a material effect on DXC's consolidated financial statements.

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Note 2 - Divestitures

Fiscal 2024 Divestitures

During fiscal 2024, the Company sold insignificant businesses and made adjustments to estimated amounts from prior years’ dispositions that resulted in a gain of $79 million.

Fiscal 2023 Divestitures

During fiscal 2023, DXC completed the sale of its German financial services subsidiary ("FDB" or the "FDB Business") to the FNZ Group ("FNZ") for €308 million (approximately $329 million), resulting in a pre-tax gain of approximately $215 million. Included in the FDB sale was AXA Bank Germany, a German retail bank, that DXC acquired for total consideration of $101 million on January 1, 2021.

During fiscal 2023, the Company sold insignificant businesses that resulted in a net loss of $25 million. Included in this amount was the Company's primary Russian entity that the Company sold in the second quarter of fiscal 2023, in response to the ongoing sanctions against certain industry sectors and parties in Russia due to Russia's invasion of Ukraine.

Fiscal 2022 Divestitures

HPS Sale

During fiscal 2022, DXC completed the sale of its healthcare provider software business (“HPS” or the “HPS Business”) to Dedalus Holding S.p.A. (“Dedalus”) for €468 million (approximately $551 million), resulting in a pre-tax gain on sale of $331 million, net of closing costs.

During fiscal 2022, the Company sold some insignificant businesses that resulted in a gain of $53 million. This was partially offset by $13 million in sales price adjustments related to prior year dispositions, which resulted from changes in estimated net working capital.

Note 3 - Earnings (Loss) Per Share

Basic EPS are computed using the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflect the incremental shares issuable upon the assumed exercise of stock options and equity awards. The following table reflects the calculation of basic and diluted EPS:

	Fiscal Years Ended
(in millions, except per-share amounts)	March 31, 2024		March 31, 2023		March 31, 2022
Net income (loss) attributable to DXC common shareholders:	$	91	$	(568)	$	718
Common share information:
Weighted average common shares outstanding for basic EPS	195.80		228.99		250.02
Dilutive effect of stock options and equity awards	2.98		—		5.19
Weighted average common shares outstanding for diluted EPS	198.78		228.99		255.21
Earnings (loss) per share:
Basic	$	0.46	$	(2.48)	$	2.87
Diluted	$	0.46	$	(2.48)	$	2.81

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Certain share-based equity awards were excluded from the computation of dilutive EPS because inclusion of these awards would have had an anti-dilutive effect. The following table reflects awards excluded:

	Fiscal Years Ended
	March 31, 2024	March 31, 2023	March 31, 2022
Stock Options	953,126	523,969	510,933
RSUs	1,137,403	3,242,461	6,500
PSUs	37,504	3,380,812	37,821

Note 4 - Receivables

Receivables, net of allowance for doubtful accounts consist of the following:

	As of
(in millions)	March 31, 2024		March 31, 2023
Billed trade receivables	$	1,433	$	1,530
Unbilled receivables	1,124		1,105
Other receivables	696		806
Total	$	3,253	$	3,441

The Company calculates expected credit losses for trade accounts receivable based on historical credit loss rates for each aging category as adjusted for the current market conditions and forecasts about future economic conditions. The following table presents the change in balance for the allowance for doubtful accounts:

	As of and for Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Beginning balance	$	47	$	55
Provisions for losses on accounts receivable	—		(1)
Other adjustments to allowance and write-offs	(12)		(7)
Ending balance	$	35	$	47

Receivables Facility

The Company has an accounts receivable sales facility (as amended, restated, supplemented or otherwise modified as of March 31, 2024, the "Receivables Facility") with certain unaffiliated financial institutions (the "Purchasers") for the sale of commercial accounts receivable in the United States. The Receivables Facility has a facility limit of $400 million as of March 31, 2024. The Receivables Facility was amended on July 28, 2023, extending the termination date to July 26, 2024.

As of March 31, 2024, the total availability under the Receivables Facility was $400 million and the amount sold to the Purchasers was $400 million, which was derecognized from the Company's balance sheet. The fair value of the sold receivables approximated their book value due to their short-term nature, resulting in no gain or loss recorded on the sale of receivables.

Note 5 - Leases

The Company has operating and finance leases for data centers, corporate offices and certain equipment. Our leases have remaining lease terms of one to 10 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within one to three years.

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Operating Leases

The components of operating lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Operating lease cost	$	353	$	404	$	484
Short-term lease cost	28		35		40
Variable lease cost	61		73		73
Sublease income	(19)		(18)		(32)
Total operating costs	$	423	$	494	$	565

Cash payments made for variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and as such, are excluded from the supplemental cash flow information stated below.

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	353	$	404	$	484
ROU assets obtained in exchange for operating lease liabilities(1)	$	175	$	227	$	279

(1) There were $880 million, $1,142 million, and $1,085 million in modifications and terminations in fiscal 2024, 2023, and 2022, respectively. See Note 17 – "Cash Flows” for further information on non-cash activities affecting cash flows.

The following table presents operating lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU operating lease assets	Operating right-of-use assets, net	$	731	$	909
Operating lease liabilities	Current operating lease liabilities	$	282	$	317
Operating lease liabilities	Non-current operating lease liabilities	497		648
Total operating lease liabilities		$	779	$	965

The weighted-average operating lease term was 3.9 years as of both March 31, 2024 and March 31, 2023. The weighted-average operating lease discount rate was 4.6% and 3.9% as of March 31, 2024 and March 31, 2023, respectively.

The following maturity analysis presents expected undiscounted cash payments for operating leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	305	$	208	$	127	$	102	$	62	$	51	$	855
Less: imputed interest													(76)
Total operating lease liabilities													$	779

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Finance Leases

The components of finance lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Finance lease cost:
Amortization of right-of-use assets	$	137	$	218	$	346
Interest on lease liabilities	15		17		27
Total finance lease cost	$	152	$	235	$	373

The following table provides supplemental cash flow information related to the Company’s finance leases:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Interest paid for finance lease liabilities – Operating cash flows	$	15	$	17	$	27
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	240		315		501
Total cash paid in the measurement of finance lease obligations	$	255	$	332	$	528
Capital expenditures through finance lease obligations(1)	$	105	$	102	$	233

(1) See Note 17 – ”Cash Flows” for further information on non-cash activities affecting cash flows.

The following table presents finance lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU finance lease assets	Property and Equipment, net	$	264	$	424
Finance lease	Short-term debt and current maturities of long-term debt	$	178	$	215
Finance lease	Long-term debt, net of current maturities	242		287
Total finance lease liabilities(1)		$	420	$	502

(1) See Note 10 – “Debt” for further information on finance lease liabilities.

The weighted-average finance lease term was 2.9 years as of both March 31, 2024 and March 31, 2023. The weighted-average finance lease discount rate was 4.3% and 3.4% as of March 31, 2024 and March 31, 2023, respectively.

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The following maturity analysis presents expected undiscounted cash payments for finance leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	187	$	128	$	81	$	38	$	12	$	—	$	446
Less: imputed interest													(26)
Total finance lease liabilities													$	420

Note 6 - Derivative Instruments

In the normal course of business, the Company is exposed to interest rate and foreign exchange rate fluctuations. As part of its risk management strategy, the Company uses derivative instruments, primarily foreign currency forward contracts and interest rate swaps, to hedge certain foreign currency and interest rate exposures. The Company’s objective is to reduce earnings volatility by offsetting gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them. The Company does not use derivative instruments for trading or any speculative purpose.

Derivatives Designated for Hedge Accounting

Cash flow hedges

The Company has designated certain foreign currency forward contracts as cash flow hedges to reduce foreign currency risk related to certain Euro, Indian Rupee-denominated obligations and forecasted transactions. The notional amounts of foreign currency forward contracts designated as cash flow hedges as of March 31, 2024 and March 31, 2023 were $885 million and $842 million, respectively. As of March 31, 2024, the related forecasted transactions extend through May 2026.

For the fiscal years ended March 31, 2024 and March 31, 2023, respectively, the Company had no cash flow hedges for which it was probable that the hedged transaction would not occur.

See Note 15 - “Stockholders' Equity” for changes in accumulated other comprehensive loss, net of taxes, related to the Company’s derivatives designated for hedge accounting. As of March 31, 2024, $2 million of gain related to the cash flow hedge reported in accumulated other comprehensive loss is expected to be reclassified into earnings within the next 12 months.

Derivatives Not Designated For Hedge Accounting

The derivative instruments not designated as hedges for purposes of hedge accounting include certain short-term foreign currency forward contracts. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.

Foreign currency forward contracts

The Company manages the exposure to fluctuations in foreign currencies by using foreign currency forward contracts to hedge certain foreign currency denominated assets and liabilities, including intercompany accounts and forecasted transactions. The notional amount of the foreign currency forward contracts outstanding as of March 31, 2024 and March 31, 2023 was $1.5 billion and $2.5 billion, respectively.

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The following table presents the foreign currency (gain) loss to Other expense (income), net:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Foreign currency remeasurement (1)	$	18	$	12	$	(39)
Undesignated foreign currency forward contracts (2)	(25)		(27)		52
Total - Foreign currency (gain) loss	$	(7)	$	(15)	$	13

(1) Movements from exchange rates on the Company’s foreign currency-denominated assets and liabilities.

(2) Movements from hedges used to manage the Company’s foreign currency remeasurement exposure, and the associated costs of the hedging program.

Fair Value of Derivative Instruments

All derivative instruments are recorded at fair value. The Company’s accounting treatment for these derivative instruments is based on its hedge designation. The following tables present the fair values of derivative instruments included in the balance sheets:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
Derivatives designated for hedge accounting:
Foreign currency forward contracts	Other current assets	$	6	$	6
	Accrued expenses and other current liabilities	$	3	$	13
Derivatives not designated for hedge accounting:
Foreign currency forward contracts	Other current assets	$	16	$	15
	Accrued expenses and other current liabilities	$	12	$	16

The fair value of foreign currency forward contracts represents the estimated amount required to settle the contracts using current market exchange rates and is based on the period-end foreign currency exchange rates and forward points that are classified as Level 2 inputs.

Other Risks for Derivative Instruments

The Company is exposed to the risk of losses in the event of non-performance by the counterparties to its derivative contracts. The amount subject to credit risk related to derivative instruments is generally limited to the amount, if any, by which a counterparty's obligations exceed the obligations of the Company with that counterparty. To mitigate counterparty credit risk, the Company regularly reviews its credit exposure and the creditworthiness of the counterparties. With respect to its foreign currency derivatives, as of March 31, 2024, there were eight counterparties with concentration of credit risk, and based on gross fair value, the maximum amount of loss that the Company could incur is $9 million.

The Company also enters into enforceable master netting arrangements with some of its counterparties. However, for financial reporting purposes, it is the Company's policy not to offset derivative assets and liabilities despite the existence of enforceable master netting arrangements. The potential effect of such netting arrangements on the Company's balance sheets is not material for the periods presented.

Non-Derivative Financial Instruments Designated for Hedge Accounting

The Company applies hedge accounting for foreign currency-denominated debt used to manage foreign currency exposures on its net investments in certain non-U.S. operations. To qualify for hedge accounting, the hedging instrument must be highly effective at reducing the risk from the exposure being hedged.

84

Net Investment Hedges

DXC seeks to reduce the impact of fluctuations in foreign exchange rates on its net investments in certain non-U.S. operations with foreign currency-denominated debt. For foreign currency denominated debt designated as a hedge, the effectiveness of the hedge is assessed based on changes in spot rates. For qualifying net investment hedges, all gains or losses on the hedging instruments are included in currency translation. Gains or losses on individual net investments in non-U.S. operations are reclassified to earnings from accumulated other comprehensive loss when such net investments are sold or substantially liquidated.

As of March 31, 2024, DXC had $702 million of foreign currency-denominated debt designated as hedges of net investments in non-U.S. subsidiaries. For the fiscal year ended March 31, 2024, the pre-tax impact of gain on foreign currency-denominated debt designated for hedge accounting recognized in other comprehensive income (loss) was $5 million. As of March 31, 2023, DXC had $272 million of foreign currency-denominated debt designated as hedges of net investments in non-U.S. subsidiaries.

Note 7 - Property and Equipment

Property and equipment consisted of the following:

	As of
(in millions)	March 31, 2024		March 31, 2023
Property and equipment — gross:
Land, buildings and leasehold improvements	$	1,917	$	1,949
Computers and related equipment	3,142		3,945
Furniture and other equipment	118		185
Construction in progress	9		11
	5,186		6,090
Less: accumulated depreciation	3,515		4,111
Property and equipment, net	$	1,671	$	1,979

Depreciation expense for fiscal 2024, 2023 and 2022 was $433 million, $519 million and $625 million, respectively.

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Note 8 - Intangible Assets

Intangible assets consisted of the following:

	As of March 31, 2024						As of March 31, 2023
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	3,721	$	3,070	$	651	$	4,009	$	3,290	$	719
Customer related intangible assets	3,892		2,588		1,304		3,927		2,260		1,667
Other intangible assets	309		134		175		303		120		183
Total intangible assets	$	7,922	$	5,792	$	2,130	$	8,239	$	5,670	$	2,569

The components of amortization expense were as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Intangible asset amortization	$	759	$	796	$	865
Transition and transformation contract cost amortization(1)	212		204		227
Total amortization expense	$	971	$	1,000	$	1,092

        

(1)Transition and transformation contract costs are included within other assets on the balance sheet.

Estimated future amortization as of March 31, 2024 is as follows:

Fiscal Year	(in millions)
2025	$	695
2026	608
2027	417
2028	182
2029	91
Thereafter	137
Total	$	2,130

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Note 9 - Goodwill

The following tables summarize the changes in the carrying amounts of goodwill, by segment, for the fiscal years ended March 31, 2024 and March 31, 2023, respectively:

(in millions)	GBS		GIS		Total
Balance as of March 31, 2023, net	$	539	$	—	$	539
Divestitures	(3)		—		(3)
Foreign currency translation	(4)		—		(4)
Balance as of March 31, 2024, net	$	532	$	—	$	532
Goodwill, gross	5,022		5,066		10,088
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of March 31, 2024, net	$	532	$	—	$	532

(in millions)	GBS		GIS		Total
Balance as of March 31, 2022, net	$	617	$	—	$	617
Divestitures	(60)		—		(60)
Foreign currency translation	(18)		—		(18)
Balance as of March 31, 2023, net	$	539	$	—	$	539
Goodwill, gross	5,029		5,066		10,095
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of March 31, 2023, net	$	539	$	—	$	539

Divestitures are described in Note 2 - "Divestitures." The foreign currency translation amount reflects the impact of currency movements on non-U.S. dollar-denominated goodwill balances.

Goodwill Impairment Analyses

The Company’s annual goodwill impairment analyses, which were performed qualitatively in the second quarter of fiscal years 2024, 2023, and 2022, did not result in an impairment charge. At the end of each fiscal year, the Company assessed whether there were events or changes in circumstances that would more likely than not reduce the fair value of any of its reporting units below its carrying amount and require goodwill to be tested for impairment. The Company determined that there have been no such indicators, and, therefore, it was unnecessary to perform an interim goodwill impairment test as of the end of each respective fiscal year.

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Note 10 - Debt

The following is a summary of the Company's debt:

			As of
(in millions)	Interest Rates	Fiscal Year Maturities	March 31, 2024(1)		March 31, 2023(1)
Short-term debt and current maturities of long-term debt
Commercial paper(2)	0.00%	2024	$	—	$	109
Current maturities of long-term debt	Various	2025	93		176
Current maturities of finance lease liabilities	0.01% - 14.59%	2025	178		215
Short-term debt and current maturities of long-term debt			$	271	$	500
Long-term debt, net of current maturities
€650 million Senior notes	1.75%	2026	700		704
$700 million Senior notes	1.80%	2027	697		696
€750 million Senior notes	0.45%	2028	806		810
$650 million Senior notes	2.375%	2029	646		645
€600 million Senior notes	0.95%	2032	643		646
Finance lease liabilities	0.01% - 14.59%	2025 - 2029	420		502
Borrowings for assets acquired under long-term financing	0.00% - 9.78%	2025 - 2029	177		285
Other borrowings	Various	2024	—		3
Long-term debt			4,089		4,291
Less: current maturities			271		391
Long-term debt, net of current maturities			$	3,818	$	3,900

        

(1)The carrying amounts of the senior notes as of March 31, 2024 and March 31, 2023, include the remaining principal outstanding of $3,509 million and $3,523 million, respectively, net of total unamortized debt (discounts) and premiums, and deferred debt issuance costs of $17 million and $22 million, respectively.

(2) At DXC's option, DXC can borrow up to a maximum of €1 billion or its equivalent in £ and $.

Fair Value of Debt

The estimated fair value of the Company's long-term debt excluding finance lease liabilities was $3.3 billion and $3.3 billion as of March 31, 2024 and March 31, 2023, respectively, as compared with the carrying value of $3.7 billion and $3.8 billion as of March 31, 2024 and March 31, 2023, respectively. If measured at fair value, long-term debt excluding finance lease liabilities would be classified as Level 1 or Level 2 within the fair value hierarchy.

Future Maturities of Long-term Debt

Expected maturities of long-term debt, including borrowings for asset financing but excluding minimum capital lease payments, for fiscal years subsequent to March 31, 2024, are as follows:

Fiscal Year	(in millions)
2025	$	93
2026	749
2027	720
2028	812
2029	649
Thereafter	646
Total	$	3,669

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Note 11 - Revenue

Revenue Recognition

The following table presents DXC's revenues disaggregated by geography, based on the location of incorporation of the DXC entity providing the related goods or services:

	Twelve Months Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
United States	$	3,909	$	4,320	$	4,775
United Kingdom	1,881		1,883		2,295
Other Europe	4,267		4,429		5,117
Australia	1,261		1,449		1,549
Other International	2,349		2,349		2,529
Total Revenues	$	13,667	$	14,430	$	16,265

The revenue by geography pertains to both of the Company’s reportable segments. Refer to Note 19 - "Segment and Geographic Information" for the Company’s segment disclosures.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustments for revenue that has not materialized and adjustments for currency. As of March 31, 2024, approximately $17.7 billion of revenue is expected to be recognized from remaining performance obligations. The Company expects to recognize revenue on approximately 41% of these remaining performance obligations in fiscal 2025, with the remainder of the balance recognized thereafter.

Contract Balances

The following table provides information about the balances of the Company's trade receivables and contract assets and contract liabilities:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
Trade receivables, net	Receivables and contract assets, net of allowance for doubtful accounts	$	2,195	$	2,269
Contract assets	Receivables and contract assets, net of allowance for doubtful accounts	$	362	$	366
Contract liabilities	Deferred revenue and advance contract payments and Non-current deferred revenue	$	1,537	$	1,842

Change in contract liabilities were as follows:

(in millions)	Twelve Months Ended March 31, 2024		Twelve Months Ended March 31, 2023
Balance, beginning of period	$	1,842	$	1,915
Deferred revenue	1,845		2,351
Recognition of deferred revenue	(2,081)		(2,303)
Currency translation adjustment	(3)		(70)
Other	(66)		(51)
Balance, end of period	$	1,537	$	1,842

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The following tables provides information about the Company’s capitalized costs to obtain and fulfill a contract:

	As of
(in millions)	March 31, 2024		March 31, 2023
Capitalized sales commission costs(1)	$	89	$	125
Transition and transformation contract costs, net(2)	$	751	$	778

Amortization expense of capitalized sales commission and transition and transformation contract costs were as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Capitalized sales commission costs amortization(1)	$	61	$	76	$	85
Transition and transformation contract cost amortization(2)	$	212	$	204	$	227

(1)Capitalized sales commission costs are included within other assets in the accompanying balance sheets and amortization expense related to the capitalized sales commission assets are included in selling, general, and administrative expenses in the accompanying statements of operations.

(2)Transition and transformation contract costs, net reflect the Company’s setup costs incurred upon initiation of an outsourcing contract and are included within other assets in the accompanying balance sheets and amortization expense are included within depreciation and amortization in the accompanying statements of operations.

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Note 12 - Restructuring Costs

The Company recorded restructuring costs, net of reversals, of $111 million, $216 million and $318 million for fiscal 2024, 2023 and 2022, respectively. The costs recorded during fiscal 2024 were largely the result of implementing the Fiscal 2024 Plan as described below.

The composition of restructuring liabilities by financial statement line items is as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Accrued expenses and other current liabilities	$	40	$	105
Other long-term liabilities	11		22
Total	$	51	$	127

Summary of Restructuring Plans

Fiscal 2024 Plan

During fiscal 2024, management approved global cost savings initiatives designed to better align the Company’s workforce, facilities and data centers (the “Fiscal 2024 Plan”).

Restructuring activities, summarized by plan year, were as follows:

	Restructuring Liability as of March 31, 2023		Costs Expensed, Net of Reversals		Costs Not Affecting Restructuring Liability(1)		Cash Paid		Other(2)		Restructuring Liability as of March 31, 2024
Fiscal 2024 Plan
Workforce Reductions	$	—	$	24	$	—	$	(16)	$	—	$	8
Facilities Costs	—		53		(40)		(8)		(3)		2
	—		$	77	(40)		(24)		(3)		10
Fiscal 2023 Plan
Workforce Reductions	$	79	$	—	$	—	$	(62)	$	—	$	17
Facilities Costs	1		24		(13)		(12)		—		—
	80		24		(13)		(74)		—		17
Other Prior Year and Acquired Plans
Workforce Reductions	$	45	$	(1)	$	—	$	(21)	$	—	$	23
Facilities Costs	2		11		(1)		(11)		—		1
	47		10		(1)		(32)		—		24
Total	$	127	$	111	$	(54)	$	(130)	$	(3)	$	51

(1) Pension benefit augmentations recorded as pension liabilities, asset impairments and restructuring costs associated with right-of-use assets.

(2) Foreign currency translation adjustments.

Included in restructuring costs for fiscal 2024 is $22 million related to amortization of the right-of-use asset and interest expense for leased facilities that have been vacated but are being actively marketed for sublease or we are in negotiations with the landlord to potentially terminate or modify those leases.

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Note 13 - Pension and Other Benefit Plans

The Company offers a number of pension and OPEB plans, life insurance benefits, deferred compensation and defined contribution plans. Most of the Company's pension plans are not admitting new participants; therefore, changes to pension liabilities are primarily due to market fluctuations of investments for existing participants and changes in interest rates.

Defined Benefit Plans

The Company sponsors a number of defined benefit and post-retirement medical benefit plans for the benefit of eligible employees. The benefit obligations of the Company's U.S. pension, U.S. OPEB, and non-U.S. OPEB plans represent an insignificant portion of the Company's pension and other post-retirement benefit plans. As a result, the disclosures below include the Company's U.S. and non-U.S. pension plans on a global consolidated basis.

Eligible employees are enrolled in defined benefit pension plans in their country of domicile. The defined benefit pension plan in the U.K. represents the largest plan. In addition, healthcare, dental and life insurance benefits are also provided to certain non-U.S. employees. A significant number of employees outside the United States are covered by government sponsored programs at no direct cost to the Company other than related payroll taxes.

During fiscal 2023, pension trustees and the Company took actions to reduce the volatility of a defined benefit pension plan in the U.K., including entering into pension risk transfer transactions involving the purchase of annuity contracts for portions of its outstanding defined benefit pension obligations using assets from the pension trust. In connection with this transaction, the pension trustees transferred $1.0 billion of gross defined benefit pension obligations and related plan assets to an insurance company for approximately 5,000 U.K. plan participants. In addition, the Company recognized a noncash pension settlement charge of $361 million, which includes the accelerated recognition of prior service credit that was included in accumulated other comprehensive loss. This transaction is irrevocable, and as a result of the transaction, the pension trustees and the Company were relieved of all responsibility for the related pension obligations and the insurance company is now required to pay and administer the retirement benefits.

The Company accrued $0 million, $0 million and $4 million, for fiscal 2024, 2023 and 2022, respectively, as additional contractual termination benefits for certain employees as part of the Company's restructuring plans. These amounts are reflected in the projected benefit obligation and in the net periodic pension cost.

The change in projected benefit obligation for fiscal year 2024 is primarily related to interest cost and benefits paid and includes actuarial losses. Actuarial losses were primarily due to benefit indexation in the United Kingdom.

Projected Benefit Obligations

	As of
(in millions)	March 31, 2024		March 31, 2023
Projected benefit obligation at beginning of year	$	6,937	$	10,862
Service cost	53		73
Interest cost	307		254
Plan participants’ contributions	21		27
Amendments	6		3
Business/contract acquisitions/divestitures	4		(84)
Settlement/curtailment	(268)		(1,102)
Actuarial loss (gain)	67		(2,083)
Benefits paid	(292)		(330)
Foreign currency exchange rate changes	98		(678)
Other	(18)		(5)
Projected benefit obligation at end of year	$	6,915	$	6,937

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The following table summarizes the weighted average rates used in the determination of the Company’s benefit obligations:

	Fiscal Years Ended
	March 31, 2024		March 31, 2023
Discount rate	4.4	%	4.5	%
Rates of increase in compensation levels	2.4	%	2.8	%
Interest Crediting Rate	2.7	%	4.5	%

Fair Value of Plan Assets and Funded Status

	As of
(in millions)	March 31, 2024		March 31, 2023
Fair value of plan assets at beginning of year	$	7,636	$	12,952
Actual return on plan assets	67		(3,038)
Employer contribution	49		79
Plan participants’ contributions	21		27
Benefits paid	(292)		(330)
Business/contract acquisitions/divestitures	—		(93)
Contractual termination benefits	1		10
Plan settlement	(265)		(1,102)
Foreign currency exchange rate changes	118		(848)
Other	(17)		(21)
Fair value of plan assets at end of year	$	7,318	$	7,636
Funded status at end of year	$	403	$	699

Selected Information

	As of
(in millions)	March 31, 2024		March 31, 2023
Other assets	$	874	$	1,203
Accrued expenses and other current liabilities	(34)		(26)
Non-current pension obligations	(423)		(463)
Other long-term liabilities - OPEB	(14)		(15)
Net amount recorded	$	403	$	699
Accumulated benefit obligation	$	6,842	$	6,858

	Benefit Plans with Projected Benefit Obligation in Excess of Plan Assets				Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets
(in millions)	March 31, 2024		March 31, 2023		March 31, 2024		March 31, 2023
Projected benefit obligation	$	1,113	$	1,480	$	777	$	1,208
Accumulated benefit obligation	$	1,047	$	1,411	$	744	$	1,170
Fair value of plan assets	$	646	$	976	$	327	$	718

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Net Periodic Pension Cost

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Service cost	$	53	$	73	$	88
Interest cost	307		254		203
Expected return on assets	(446)		(498)		(581)
Amortization of prior service credit	(6)		(7)		(8)
Contractual termination benefit	—		—		4
Subtotal	(92)		(178)		(294)
Settlement/curtailment (gain) loss	(2)		361		(20)
Recognition of actuarial loss (gain)	447		1,070		(664)
Net periodic pension expense (income)	$	353	$	1,253	$	(978)

The service cost component of net periodic pension expense (income) is presented in costs of services and selling, general and administrative and the other components of net periodic pension expense (income) are presented in other expense (income), net in the Company’s statements of operations.

The weighted-average rates used to determine net periodic pension cost were:

	Fiscal Years Ended
	March 31, 2024		March 31, 2023		March 31, 2022
Discount or settlement rates	4.5	%	2.7	%	2.0	%
Expected long-term rates of return on assets	6.0	%	4.3	%	4.4	%
Rates of increase in compensation levels	2.8	%	2.9	%	2.5	%
Interest Crediting Rate	4.5	%	4.0	%	4.0	%

The following is a summary of amounts in accumulated other comprehensive loss, before tax effects:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Prior service credit	$	(176)	$	(188)

Estimated Future Contributions and Benefits Payments

(in millions)
Employer contributions:
2025	$	33
Benefit Payments:
2025	$	338
2026	327
2027	338
2028	351
2029	359
2029 and thereafter	1,932
Total	$	3,645

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Fair Value of Plan Assets

The tables below set forth the fair value of plan assets by asset category within the fair value hierarchy:

		As of March 31, 2024
(in millions)		Level 1		Level 2		Level 3		Total
Equity:
	Global/International Equity commingled funds	$	21	$	662	$	—	$	683
	U.S./North American Equity commingled funds	5		—		—		5
Fixed Income:
	Non-U.S. Government funds	—		29		—		29
	Fixed income commingled funds	1		205		12		218
	Fixed income mutual funds	—		—		—		—
	Corporate bonds	—		3,678		91		3,769
Alternatives:
	Other Alternatives (1)	—		943		1,018		1,961
	Hedge Funds(2)	—		8		48		56
Other Assets		28		26		60		114
Insurance contracts		—		91		—		91
Cash and cash equivalents		347		45		—		392
Totals		$	402	$	5,687	$	1,229	$	7,318

		As of March 31, 2023
(in millions)		Level 1		Level 2		Level 3		Total
Equity:
	Global/International Equity commingled funds	$	18	$	756	$	—	$	774
	U.S./North American Equity commingled funds	5		—		—		5
Fixed Income:
	Non-U.S. Government funds	—		24		—		24
	Fixed income commingled funds	2		67		12		81
	Fixed income mutual funds	—		2		—		2
	Corporate bonds	682		2,934		1		3,617
Alternatives:
	Other Alternatives (1)	—		1,191		1,095		2,286
	Hedge Funds(2)	—		17		34		51
Other Assets		7		84		59		150
Insurance contracts		—		331		—		331
Cash and cash equivalents		305		10		—		315
Totals		$	1,019	$	5,416	$	1,201	$	7,636

        

(1) Represents real estate and other commingled funds consisting mainly of equities, bonds, or commodities.

(2) Represents investments in diversified fund of hedge funds.

95

Changes in fair value measurements of level 3 investments for the defined benefit plans were as follows:

(in millions)
Balance as of March 31, 2022	$	1,648
Actual return on plan assets held at the reporting date	83
Purchases, sales and settlements	(430)
Transfers in and / or out of Level 3	—
Changes due to exchange rates	(100)
Balance as of March 31, 2023	1,201
Actual return on plan assets held at the reporting date	14
Purchases, sales and settlements	(18)
Transfers in and / or out of Level 3	—
Changes due to exchange rates	32
Balance as of March 31, 2024	$	1,229

Domestic and global equity accounts are categorized as Level 1 if the securities trade on national or international exchanges and are valued at their last reported closing price. Equity assets in commingled funds reporting a net asset value are categorized as Level 2 and valued using broker dealer bids or quotes of securities with similar characteristics.

Fixed income accounts are categorized as Level 1 if traded on a publicly quoted exchange or as level 2 if investments in corporate bonds are primarily investment grade bonds, generally priced using model-based pricing methods that use observable market data as inputs. Broker dealer bids or quotes of securities with similar characteristics may also be used.

Alternative investment fund securities are categorized as Level 1 if held in a mutual fund or in a separate account structure and actively traded through a recognized exchange, or as Level 2 if they are held in commingled or collective account structures and are actively traded. Alternative investment fund securities are classified as Level 3 if they are held in Limited Company or Limited Partnership structures or cannot otherwise be classified as Level 1 or Level 2.

Other assets represent property holdings by certain pension plans. As above, the property holdings represent a master lease arrangement entered into by DXC in the U.K. and certain U.K. pension plans as a financing transaction.

Insurance contracts purchased to cover benefits payable to retirees are valued using the assumptions used to value the projected benefit obligation.

Cash equivalents that have quoted prices in active markets are classified as Level 1. Short-term money market commingled funds are categorized as Level 2 and valued at cost plus accrued interest which approximates fair value.

Plan Asset Allocations

	As of
Asset Category	March 31, 2024		March 31, 2023
Equity securities	9	%	10	%
Debt securities	55	%	49	%
Alternatives	29	%	35	%
Cash and other	7	%	6	%
Total	100	%	100	%

Plan assets are held in a trust that includes commingled funds subject to country specific regulations and invested primarily in commingled funds. For the U.K. pension plans, the Company's largest pension plans by assets and projected liabilities, a target allocation by asset class was developed to achieve their long-term objectives. Asset allocations are

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monitored closely and investment reviews regarding asset strategy are conducted regularly with internal and external advisors.

The Company’s investment goals and risk management strategy for plan assets evaluates a number of factors, including the time horizon of the plans’ obligations. Plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification in order to reduce risk, yet produces a reasonable amount of return on investment over the long term. Sufficient liquidity is maintained to meet benefit obligations as they become due. Third party investment managers are employed to invest assets in both passively-indexed and actively-managed strategies. Equities are primarily invested broadly in domestic and foreign companies across market capitalizations and industries. Fixed income securities are invested broadly, primarily in government treasury, corporate credit, mortgage backed and asset backed investments. Alternative investment allocations are included in selected plans to achieve greater portfolio diversity intended to reduce the overall volatility risk of the plans.

Plan asset risks include longevity, inflation, and other changes in market conditions that could reduce the value of plan assets. Also, a decline in the yield of high quality corporate bonds may adversely affect discount rates resulting in an increase in DXC's pension and other post-retirement obligations. These risks, among others, could cause the plans’ funded status to deteriorate, resulting in an increased reliance on Company contributions. Derivatives are permitted although their current use is limited within traditional funds and broadly allowed within alternative funds. Derivatives are used for inflation risk management and within the liability driven investing strategy. The Company also has investments in insurance contracts to pay plan benefits in certain countries.

Return on Assets

The Company consults with internal and external advisors regarding the expected long-term rate of return on assets. The Company uses various sources in its approach to compute the expected long-term rate of return of the major asset classes expected in each of the plans. DXC utilizes long-term, asset class return assumptions of typically 30 years, which are provided by external advisors. Consideration is also given to the extent active management is employed in each asset class and also to management expenses. A single expected long-term rate of return is calculated for each plan by assessing the plan's expected asset allocation strategy, the benefits of diversification therefrom, historical excess returns from actively managed traditional investments, expected long-term returns for alternative investments and expected investment expenses. The resulting composite rate of return is reviewed by internal and external parties for reasonableness.

Retirement Plan Discount Rate

The U.K. discount rate is based on the yield curve approach using the U.K. Aon GBP Single Agency AA Corporates-Only Curve.

Defined Contribution Plans

The Company sponsors defined contribution plans for substantially all U.S. employees and certain foreign employees. For certain plans, the Company will match employee contributions. The plans allow employees to contribute a portion of their earnings in accordance with specified guidelines. During fiscal 2024, 2023 and 2022, the Company contributed $188 million, $203 million and $226 million, respectively, to its defined contribution plans. As of March 31, 2024, plan assets included 2,310,298 shares of the Company’s common stock.

Deferred Compensation Plans

DXC sponsors two Deferred Compensation Plans, the “DXC Technology Company Deferred Compensation Plan” (the “DXC DCP”), and the Enterprise Services Executive Deferred Compensation Plan (the “ES DCP”). Both plans are non-qualified deferred compensation plans maintained for a select group of management, highly compensated employees and non-employee directors.

The DXC DCP covers eligible employees who participated in CSC’s Deferred Compensation Plan prior to the HPES Merger. The ES DCP covers eligible employees who participated in the HPE Executive Deferred Compensation Plan prior

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to the HPES Merger. Both plans allow participating employees to defer the receipt of current compensation to a future distribution date or event above the amounts that may be deferred under DXC’s tax-qualified 401(k) plan, the DXC Technology Matched Asset Plan. Neither plan provides for employer contributions. As of April 3, 2017, the ES DCP does not admit new participants.

Certain management and highly compensated employees are eligible to defer all, or a portion of, their regular salary that exceeds the limitation set forth in Internal Revenue Section 401(a)(17) and all or a portion of their incentive compensation. Non-employee directors are eligible to defer up to 100% of their cash compensation. The liability under the plan, which is included in other long-term liabilities in the Company's balance sheets, amounted to $31 million as of March 31, 2024 and $29 million as of March 31, 2023. The Company's expense under the Plan totaled $5 million and $0 million for fiscal 2024 and 2023, respectively.

Note 14 - Income Taxes

The sources of (loss) income from continuing operations, before income taxes, classified between domestic entities and those entities domiciled outside of the United States, are as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Domestic entities	$	53	$	(206)	$	(566)
Entities outside the United States	56		(679)		1,707
Total	$	109	$	(885)	$	1,141

The income tax expense (benefit) on income (loss) from continuing operations is comprised of:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Current:
Federal	$	94	$	96	$	(118)
State	57		39		(17)
Foreign	288		155		285
	439		290		150
Deferred:
Federal	(186)		(192)		9
State	(38)		(47)		(9)
Foreign	(192)		(370)		255
	(416)		(609)		255
Total income tax (benefit) expense	$	23	$	(319)	$	405

The current federal (benefit) and tax expense for fiscal years 2024, 2023, and 2022 includes a $(21) million, $(61) million and $(7) million transition tax benefit, respectively. The current expense (benefit) for fiscal years 2024, 2023, and 2022, includes interest and penalties of $10 million, $1 million and $(3) million, respectively, for uncertain tax positions.

In connection with the HPES Merger, the Company entered into a tax matters agreement with HPE. HPE generally will be responsible for tax liabilities arising prior to the HPES Merger, and DXC is liable to HPE for income tax receivables it receives related to pre-HPES Merger periods. Pursuant to the tax matters agreement, the Company recorded a $17 million tax indemnification receivable related to uncertain tax positions, a $52 million tax indemnification receivable related to other tax payables, and a $91 million tax indemnification payable related to other tax receivables.

In connection with the spin-off of the Company's former U.S. public sector business (the "USPS Separation"), the Company entered into a tax matters agreement with Perspecta Inc. (including its successors and permitted assigns, "Perspecta"). The Company generally will be responsible for tax liabilities arising prior to the USPS Separation, and

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Perspecta is liable to the Company for income tax receivables related to pre-spin-off periods. Income tax liabilities transferred to Perspecta primarily relate to pre-HPES Merger periods, for which the Company is indemnified by HPE pursuant to the tax matters agreement between the Company and HPE. The Company remains liable to HPE for tax receivables transferred to Perspecta related to pre-HPES Merger periods. Pursuant to the tax matters agreement, the Company recorded a $15 million tax indemnification receivable from Perspecta related to other tax receivables and a $4 million tax indemnification payable to Perspecta related to income tax and other tax payables.

In connection with the sale of the HPS business, the Company entered into a tax matters agreement with Dedalus. Pursuant to the tax matters agreement, the Company generally will be responsible for tax liabilities arising prior to the sale of the HPS business.

The major elements contributing to the difference between the U.S. federal statutory tax rate and the effective tax rate ("ETR") for continuing operations is below.

	Fiscal Years Ended
	March 31, 2024		March 31, 2023		March 31, 2022
Statutory rate	21.0	%	(21.0)	%	21.0	%
State income tax, net of federal tax	3.7		(1.4)		(6.9)
Foreign tax rate differential	(152.3)		(2.3)		151.1
Change in valuation allowances	146.8		(1.3)		(140.9)
Income tax and foreign tax credits	(92.7)		(8.0)		(15.2)
Change in uncertain tax positions	—		1.2		6.8
Withholding taxes	58.7		3.5		6.2
U.S. tax on foreign income	35.8		5.8		2.5
Excess tax benefit or expense for stock compensation	(0.9)		0.6		0.1
Capitalized transaction costs	0.9		0.2		0.2
Base erosion and transition taxes	(26.6)		(9.1)		6.6
Impact of business divestitures	(5.5)		(7.6)		3.0
Indemnification costs	3.7		1.2		—
Tax audits	22.0		—		—
Other items, net	6.5		2.2		1.0
Effective tax rate	21.1	%	(36.0)	%	35.5	%

In fiscal 2024, the ETR was primarily impacted by:

•Changes in foreign jurisdictional losses that decreased the ETR by $160 million and 146.8%, respectively, with an offsetting increase in the ETR due to an increase in the valuation allowance of the same amount.

•Income tax and foreign tax credits, which decreased income tax expense and decreased the ETR by $101 million and 92.7%, respectively, offset by tax expense on U.S. international tax inclusions, which increased tax expense and increased the ETR by $39 million and 35.8%, respectively.

•Foreign withholding taxes, which increased income tax expense and increased the ETR by $64 million and 58.7%, respectively.

In fiscal 2023, the ETR was primarily impacted by:

•A reduction in base erosion and transition taxes, which increased income tax benefit and decreased the ETR by $81 million and 9.1%, respectively.

•Income tax and foreign tax credits, which increased income tax benefit and decreased the ETR by $71 million and 8.0%, respectively, offset by tax expense on U.S. international tax inclusions which decreased tax benefit and increased the ETR by $51 million and 5.8%, respectively.

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•Non-taxable gains and losses on business divestitures, which increased income tax benefit and decreased the ETR by $67 million and 7.6%, respectively.

In fiscal 2022, the ETR was primarily impacted by:

•Income tax and foreign tax credits, which decreased income tax expense and decreased the ETR by $174 million and 15.2%, respectively.

•Changes in Luxembourg losses that increased the ETR by $1,609 million and 141.0%, respectively, with an offsetting decrease in the ETR due to a decrease in the valuation allowance of the same amount.

•Adjustments to uncertain tax positions that increased the overall income tax expense and the ETR by $78 million and 6.8%, respectively.

The deferred tax assets (liabilities) were as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Deferred tax assets
Tax loss/credit carryforwards	2,535		2,327
Accrued interest	24		18
Operating lease liabilities	172		219
Contract accounting	127		135
Depreciation and amortization	129		—
Other assets	298		272
Total deferred tax assets	3,285		2,971
Valuation allowance	(2,264)		(2,064)
Net deferred tax assets	1,021		907
Deferred tax liabilities
Depreciation and amortization	—		(98)
Operating right-of-use asset	(161)		(208)
Investment basis differences	(13)		(8)
Employee benefits	(7)		(103)
Other liabilities	(166)		(198)
Total deferred tax liabilities	(347)		(615)
Total net deferred tax assets (liabilities)	$	674	$	292

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Income tax related assets are included in the accompanying balance sheets as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Current:
Income tax receivables and prepaid taxes	$	44	$	60
	$	44	$	60
Non-current:
Income taxes receivable and prepaid taxes	$	258	$	192
Deferred tax assets	804		460
	$	1,062	$	652
Total	$	1,106	$	712

Income tax related liabilities are included in the accompanying balance sheet as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Current:
Liability for uncertain tax positions	$	—	$	(1)
Income taxes payable	(134)		(119)
	$	(134)	$	(120)
Non-current:
Deferred taxes	(130)		(168)
Income taxes payable	(32)		(16)
Liability for uncertain tax positions	(394)		(403)
	$	(556)	$	(587)
Total	$	(690)	$	(707)

Significant management judgment is required in determining the Company's provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. As of each reporting date, management weighs new evidence, both positive and negative, that could affect its view of the future realization of its net deferred tax assets. Objective verifiable evidence, which is historical in nature, carries more weight than subjective evidence, which is forward looking in nature.

A valuation allowance has been recorded against deferred tax assets of approximately $2,264 million as of March 31, 2024, due to uncertainties related to the ability to utilize these assets. In assessing whether its deferred tax assets are realizable, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. The Company considers all available positive and negative evidence including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent financial operations.

The net increase in the valuation allowance of $200 million in fiscal 2024 was primarily due to losses in Luxembourg.

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The following table provides information on the Company's various tax carryforwards:

	As of March 31, 2024							As of March 31, 2023
(in millions)	Total		With No Expiration		With Expiration		Expiration Dates Through	Total		With No Expiration		With Expiration		Expiration Dates Through
Net operating loss carryforwards
Federal	$	62	$	62	$	—	N/A	$	70	$	70	$	—	N/A
State	$	387	$	191	$	196	2044	$	463	$	217	$	246	2043
Foreign	$	10,211	$	5,359	$	4,852	2041	$	9,164	$	5,370	$	3,794	2040
Tax credit carryforwards
Federal	$	3	$	—	$	3	2044	$	19	$	—	$	19	2043
State	$	5	$	—	$	5	2034	$	4	$	—	$	4	2037
Foreign	$	2	$	—	$	2	2037	$	—	$	—	$	—	N/A
Capital loss carryforwards
Federal	$	42	$	42	$	—	N/A	$	42	$	42	$	—	N/A
State	$	46	$	46	$	—	N/A	$	46	$	46	$	—	N/A
Foreign	$	30	$	30	$	—	N/A	$	199	$	199	$	—	N/A

The Company also has federal and state 163(j) interest deduction carryforward attributes of approximately $24 million and $1,066 million, respectively, that have no expiration.

The majority of our global unremitted foreign earnings have been taxed or would be exempt from U.S. tax upon repatriation. Such earnings and all current foreign earnings are not indefinitely reinvested. The following earnings are considered indefinitely reinvested: approximately $480 million that could be subject to U.S. federal tax when repatriated to the U.S. under section 1.245A-5(b) of the final Treasury regulations; and approximately $200 million of our accumulated earnings in India. A portion of these indefinitely reinvested earnings may be subject to foreign and U.S. state tax consequences when remitted. The Company will continue to evaluate its position in the future based on its future strategy and cash needs.

The Company accounts for income tax uncertainties in accordance with ASC 740 Income Taxes, which prescribes a recognition threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more likely than not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC 740 also provides guidance on the accounting for and disclosure of liabilities for uncertain tax positions, interest and penalties.

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In accordance with ASC 740, the Company’s liability for uncertain tax positions was as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Tax	$	361	$	399
Interest	103		79
Penalties	4		18
Reduction of receivables	(72)		(91)
Net of tax attributes	(2)		(1)
Total	$	394	$	404

The following table summarizes the activity related to the Company’s uncertain tax positions (excluding interest and penalties and related tax attributes):

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Balance at beginning of fiscal year	$	399	$	422	$	354
Gross increases related to prior year tax positions	14		31		61
Gross decreases related to prior year tax positions	(55)		(17)		(16)
Gross increases related to current year tax positions	8		8		93
Settlements and statute of limitation expirations	(5)		(43)		(33)
Acquisitions and dispositions	—		—		(36)
Foreign exchange and others	—		(2)		(1)
Balance at end of fiscal year	$	361	$	399	$	422

The Company’s liability for uncertain tax positions at March 31, 2024, March 31, 2023, and March 31, 2022, includes $365 million, $368 million and $393 million, respectively, related to amounts that, if recognized, would affect the effective tax rate (excluding related interest and penalties). The decrease related to prior year tax positions primarily relates to the Company's increase in the foreign tax credit and capitalized research and experimental expenditures.

The Company recognizes interest accrued related to uncertain tax positions and penalties as a component of income tax expense. During the year ended March 31, 2024, the Company had a net increase in interest expense of $24 million ($18 million net of tax) and a net decrease in accrued expense for penalties of $14 million and, as of March 31, 2024, recognized a liability for interest of $103 million ($79 million net of tax) and penalties of $4 million. During the year ended March 31, 2023, the Company had a net increase in interest expense of $3 million ($1 million net of tax) and a net decrease in accrued expense for penalties of $2 million and, as of March 31, 2023, recognized a liability for interest of $79 million ($61 million net of tax) and penalties of $18 million. During the year ended March 31, 2022, the Company had net decrease in interest expense of $1 million ($1 million net of tax) and net decrease in accrued expense for penalties of $2 million, and as of March 31, 2022, recognized a liability for interest of $76 million ($60 million net of tax) and penalties of $20 million.

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The Company is currently under examination in several tax jurisdictions. A summary of the tax years that remain subject to examination in certain of the Company’s major tax jurisdictions are:

Jurisdiction:	Tax Years that Remain Subject to Examination (Fiscal Year Ending):
Australia	2020 and forward
United States – Federal	2009 and forward
United States – Various States	2009 and forward
Canada	2010 and forward
France	2019 and forward
Germany	2010 and forward
India	2001 and forward
U.K.	2018 and forward

Tax Examinations

The Internal Revenue Service (the “IRS”) has examined, or is examining, the Company’s federal income tax returns for fiscal 2009 through the tax year ended October 31, 2018. With respect to CSC’s fiscal 2009 through 2017 federal tax returns, the Company participated in settlement negotiations with the IRS Office of Appeals. The IRS examined several issues for these tax years that resulted in various audit adjustments. The Company and the IRS Office of Appeals have settled various audit adjustments, and we disagree with the IRS’ disallowance of certain losses and deductions resulting from restructuring costs, foreign exchange losses, and a third-party financing transaction in previous years. As we believe we will ultimately prevail on the technical merits of the disagreed items and are challenging them in the U.S. Tax Court, these matters are not fully reserved and would result in incremental federal and state tax expense of approximately $507 million (including estimated interest and penalties) for the unreserved portion of these items and cash tax payments of approximately $582 million, if we do not prevail. We have received notices of deficiency with respect to fiscal 2009, 2010, 2011 and 2013 and have timely filed petitions with the U.S. Tax Court. During fiscal 2024, some of these cases were dismissed, but the dismissals were procedural in nature only and do not impact the Company’s potential liability for the aforementioned fiscal years. We expect court proceedings to progress during calendar year 2024 that may result in resolution of some or all of the litigation matters by the end of fiscal year 2025.

During the third quarter of fiscal 2024, the Company determined there were inadvertent omissions on previously filed tax returns related to gain recognition agreements and certain related tax forms and disclosures. The Company notified the IRS in December of 2023 and filed for relief under Treas. Reg. Sec. 1.367(a)-8(p) in January 2024 to correct the issue.

The Company’s fiscal years 2009, 2010, and 2013 are in the U.S. Tax Court, and consequently these years will remain open until such proceedings have concluded. The statute of limitations on assessments related to a refund claim for fiscal year 2012 is open through February 28, 2025. The Company has agreed to extend the statute of limitations for fiscal and tax return years 2014 through 2021 to December 31, 2025. The Company expects to reach resolution for fiscal and tax return years 2009 through 2021 no earlier than the end of fiscal year 2026, except fiscal year 2012 for which the statute closes in fiscal year 2025, and potentially the years subject to litigation which may be resolved in fiscal year 2025.

The Company may settle certain other tax examinations for different amounts than the Company has accrued as uncertain tax positions. Consequently, the Company may need to accrue and ultimately pay additional amounts or pay lower amounts than previously estimated and accrued when positions are settled in the future. The Company believes the outcomes that are reasonably possible within the next 12 months to result in a reduction in its liability for uncertain tax positions, excluding interest, penalties, and tax carryforwards, would be approximately $17 million.

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Note 15 - Stockholders' Equity

Description of Capital Stock

The Company has authorized share capital consisting of 750,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

Each share of common stock is equal in all respects to every other share of common stock of the Company. Each share of common stock is entitled to one vote per share at each annual or special meeting of stockholders for the election of directors and upon any other matter coming before such meeting. Subject to all the rights of the preferred stock, dividends may be paid to holders of common stock as and when declared by the Board of Directors (the "Board").

The Company's charter requires that preferred stock must be all of one class but may be issued from time to time in one or more series, each of such series to have such full or limited voting powers, if any, and such designations, preferences and relative, participating, optional or other special rights or qualifications, limitations or restrictions as provided in a resolution adopted by the Board. Each share of preferred stock will rank on a parity with each other share of preferred stock, regardless of series, with respect to the payment of dividends at the respectively designated rates and with respect to the distribution of capital assets according to the amounts to which the shares of the respective series are entitled.

Share Repurchase Program

On April 3, 2017, DXC announced the establishment of a share repurchase program approved by the Board with an initial authorization of $2.0 billion for future repurchases of outstanding shares of DXC common stock. On November 8, 2018, DXC announced that its Board approved an incremental $2.0 billion share repurchase authorization. During fiscal 2024, DXC completed the remaining share repurchases under the above authorizations.

On May 18, 2023, DXC announced that its Board approved an incremental $1.0 billion share repurchase authorization. Share repurchases may be made from time to time through various means, including in open market purchases, 10b5-1 plans, privately-negotiated transactions, accelerated stock repurchases, block trades and other transactions, in compliance with Rule 10b-18 under the Exchange Act of 1934, as amended, as well as, to the extent applicable, other federal and state securities laws and other legal requirements. The timing, volume, and nature of share repurchases pursuant to the share repurchase plan are at the discretion of management and may be suspended or discontinued at any time. As of March 31, 2024, the approximate dollar value of shares that may yet be purchased under the plans or programs was $592 million.

The shares repurchased are retired immediately and included in the category of authorized but unissued shares. The excess of purchase price over par value of the common shares is allocated between additional paid-in capital and retained earnings. The details of shares repurchased during fiscal 2024, 2023 and 2022 are shown below:

Fiscal Year	Number of shares repurchased	Average Price Per Share	Amount (In millions)
2024
Open market purchases	38,444,830	$22.98	$	883
2024 Total	38,444,830	$22.98	$	883
2023
Open market purchases	24,436,738	$27.78	$	679
2023 Total	24,436,738	$27.78	$	679
2022
Open market purchases	18,818,934	$33.67	$	634
2022 Total	18,818,934	$33.67	$	634

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Treasury Stock Transactions

In fiscal 2024, 2023 and 2022 the Company accepted 0, 0 and 4,614 shares of its common stock, respectively, in lieu of cash in connection with the exercise of stock options. In fiscal 2024, 2023 and 2022, the Company accepted 1,257,748, 455,513 and 415,438 shares of its common stock, respectively, in lieu of cash in connection with the tax withholdings associated with the release of common stock upon vesting of restricted stock and RSUs. As a result, the Company holds 4,591,340 treasury shares as of March 31, 2024.

Dividends

The Board suspended the Company’s cash dividend payment beginning in the first quarter of fiscal 2021 to preserve cash and enhance financial flexibility in the current environment. As of March 31, 2024, the Company does not intend to reinstate its quarterly cash dividends.

Accumulated Other Comprehensive Loss

The following table shows the changes in accumulated other comprehensive loss, net of taxes:

(in millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Pension and Other Post-retirement Benefit Plans		Accumulated Other Comprehensive Loss
Balance at March 31, 2021	$	(554)	$	(1)	$	253	$	(302)
Current-period other comprehensive (loss) income	(11)		17		—		6
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes(1)	(86)		(6)		3		(89)
Balance at March 31, 2022	$	(651)	$	10	$	256	$	(385)
Current-period other comprehensive (loss) income	(334)		(6)		—		(340)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		(11)		(38)		(49)
Balance at March 31, 2023	$	(985)	$	(7)	$	218	$	(774)
Current-period other comprehensive (loss) income	46		—		—		46
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		7		(11)		(4)
Balance at March 31, 2024	$	(939)	$	—	$	207	$	(732)

(1)Includes net cumulative foreign currency translation losses of $86 million upon sale of foreign entities primarily related to the HPS business divestiture. See Note 2 – “Divestitures” for additional information.

Note 16 - Stock Incentive Plans

Equity Plans

The Compensation Committee of the Board has broad authority to grant awards and otherwise administer the DXC Employee Equity Plan. The plan became effective March 30, 2017 and will continue in effect for a period of 10 years thereafter, unless terminated earlier by the Board. The Board has the authority to amend the plan in such respects as it deems desirable, subject to approval of DXC’s stockholders for material modifications.

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Restricted stock units ("RSUs") represent the right to receive one share of DXC common stock upon a future settlement date, subject to vesting and other terms and conditions of the award, plus any dividend equivalents accrued during the award period. In general, if the employee’s status as a full-time employee is terminated prior to the vesting of the RSU grant in full, then the RSU grant is automatically canceled on the termination date and any unvested shares and dividend equivalents are forfeited. Certain executives were awarded service-based "career share" RSUs for which the shares are settled over the 10 anniversaries following the executive's separation from service as a full-time employee, provided the executive complies with certain non-competition covenants during that period. The Company also grants PSUs, which generally vest over a period of three years. The number of PSUs that ultimately vest is dependent upon the Company’s achievement of certain specified financial performance criteria over a three-year period. If the specified performance criteria are met, awards are settled for shares of DXC common stock and dividend equivalents upon the filing with the SEC of the Annual Report on Form 10-K for the last fiscal year of the performance period.

Beginning in fiscal 2021, DXC issued awards that are considered to have a market condition. A Monte Carlo simulation model was used for the valuation of the grants. Settlement of shares for these PSU awards will be made at the end of the third fiscal year subject to certain compounded annual growth rates of the stock price and continued employment through the last day of the third fiscal year.

The terms of the DXC Director Equity Plan allow DXC to grant RSU awards to non-employee directors of DXC. Such RSU awards vest in full at the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting date, and are automatically redeemed for DXC common stock and dividend equivalents either at that time or, if an RSU deferral election form is submitted, upon the date or event elected by the director. Distributions made upon a director’s separation from the Board may occur in either a lump sum or in annual installments over periods of 5, 10, or 15 years, per the director’s election. In addition, RSUs vest in full upon a change in control of DXC.

The Board has reserved for issuance shares of DXC common stock, par value $0.01 per share, under each of the plans as detailed below:

	As of March 31, 2024
	Reserved for issuance	Available for future grants
DXC Employee Equity Plan	51,200,000	24,212,597
DXC Director Equity Plan	745,000	166,852
Total	51,945,000	24,379,449

The Company recognized share-based compensation expense for fiscal 2024, 2023 and 2022 as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Total share-based compensation cost	$	109	$	108	$	101
Related income tax benefit	$	16	$	18	$	14
Total intrinsic value of options exercised	$	—	$	1	$	8
Tax benefits from exercised stock options and awards	$	14	$	12	$	17

As of March 31, 2024, total unrecognized compensation expense related to unvested DXC RSUs and PSUs, net of expected forfeitures was $145 million, respectively. The unrecognized compensation expense for unvested RSUs and PSUs is expected to be recognized over a weighted-average period of 1.74 years.

107

Stock Options

The Company’s stock options vest one-third annually on each of the first three anniversaries of the grant date. Stock options are generally granted for a term of ten years. Information concerning stock options granted under stock incentive plans was as follows:

	Number of Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of March 31, 2021	1,675,580	$	30.43	3.61	$	8
Granted	—	$	—
Exercised	(510,294)	$	23.27		$	8
Canceled/Forfeited	—	$	—
Expired	(53,899)	$	35.57
Outstanding as of March 31, 2022	1,111,387	$	33.47	3.01	$	5
Granted	—	$	—
Exercised	(69,855)	$	20.03		$	1
Canceled/Forfeited	—	$	—
Expired	(48,829)	$	44.10
Outstanding as of March 31, 2023	992,703	$	33.89	2.20	$	—
Granted	—	$	—
Exercised	(15,278)	$	18.79
Canceled/Forfeited	—	$	—
Expired	(32,366)	$	30.75
Outstanding and exercisable as of March 31, 2024	945,059	$	34.25	1.27	$	—

	As of March 31, 2024
	Options Outstanding				Options Exercisable
Range of Option Exercise Price	Number Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Number Exercisable	Weighted Average Exercise Price
$17.33 - $24.47	47,666	$	23.43	0.22	47,666	$	23.43
$25.14 - $41.92	475,841	$	26.73	0.97	475,841	$	26.73
$42.59 - $53.41	421,552	$	43.95	1.72	421,552	$	43.95
	945,059				945,059

The cash received from stock options exercised during fiscal 2024, 2023 and 2022 was $0 million, $1 million and $12 million, respectively.

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Restricted Stock

Information concerning RSUs and PSUs granted under the stock incentive plans was as follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2021	8,326,220	$	28.98
Granted	2,972,253	$	50.87
Released/Issued	(2,141,180)	$	34.12
Canceled/Forfeited	(1,680,167)	$	34.93
Outstanding as of March 31, 2022	7,477,126	$	35.89
Granted	3,404,395	$	38.08
Released/Issued	(2,252,627)	$	33.10
Canceled/Forfeited	(1,179,515)	$	36.34
Outstanding as of March 31, 2023	7,449,379	$	37.11
Granted	6,033,909	$	24.73
Released/Issued	(4,066,367)	$	23.71
Canceled/Forfeited	(1,105,628)	$	40.20
Outstanding as of March 31, 2024	8,311,293	$	33.97

.

Non-employee Director Incentives

Information concerning RSUs granted to non-employee directors was as follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2021	184,660	$	28.42
Granted	74,300	$	35.18
Released/Issued	(102,238)	$	21.43
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2022	156,722	$	36.18
Granted	66,100	$	31.29
Released/Issued	(75,335)	$	32.62
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2023	147,487	$	35.80
Granted	135,457	$	19.52
Released/Issued	(69,189)	$	31.68
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2024	213,755	$	26.82

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Note 17 - Cash Flows

Cash payments for interest on indebtedness and income taxes and other select non-cash activities are as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash paid for:
Interest	$	286	$	188	$	227
Taxes on income, net of refunds(1)	$	434	$	408	$	394
Non-cash activities:
Operating:
ROU assets obtained in exchange for lease, net(2)	$	175	$	227	$	279
Prepaid assets acquired under long-term financing	$	46	$	106	$	107
Investing:
Capital expenditures in accounts payable and accrued expenses	$	67	$	5	$	9
Capital expenditures through finance lease obligations	$	105	$	102	$	233
Assets acquired under long-term financing	$	34	$	25	$	44
Financing:
Shares repurchased but not settled in cash(3)	$	10	$	20	$	6

(1) Income tax refunds were $38 million, $43 million, and $54 million for fiscal 2024, 2023, and 2022, respectively.

(2)There were $880 million, $1,142 million, and $1,085 million in modifications and terminations in fiscal 2024, 2023, and 2022, respectively.

(3)On August 16, 2022, the U.S. government enacted the IRA into law. The IRA imposes a 1% excise tax on share repurchases completed after December 31, 2022. In our cash flow statement we reflect the excise tax as a financing activity relating to the repurchase of common stock.

Note 18 - Other Expense (Income), Net

Other expense (income), net comprises non-service cost components of net periodic pension income, pension and OPEB actuarial and settlement losses (gains), movement in foreign currency exchange rates on our foreign currency denominated assets and liabilities and the related economic hedges, gains on sale of assets, and other miscellaneous gains and losses. The following table summarizes components of other expense (income), net:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Non-service cost components of net periodic pension (income) expense	$	(145)	$	(251)	$	(382)
Pension and OPEB actuarial and settlement losses (gains)	445		1,431		(684)
Foreign currency (gain) loss	(7)		(15)		13
Gain on sale of assets	(40)		(90)		(88)
Other (gain) loss	(35)		9		60
Total	$	218	$	1,084	$	(1,081)

110

Note 19 - Segment and Geographic Information

DXC has a matrix form of organization and is managed in several different and overlapping groupings including services, industries and geographic regions. As a result, and in accordance with accounting standards, operating segments are organized by the type of services provided. DXC's chief operating decision maker ("CODM"), the chief executive officer, obtains, reviews, and manages the Company’s financial performance based on these segments. The CODM uses these results, in part, to evaluate the performance of, and allocate resources to, each of the segments.

Global Business Services ("GBS") provides innovative technology solutions that help our customers address key business challenges and accelerate transformations tailored to each customer’s industry and specific objectives. Global Infrastructure Services ("GIS") provides a portfolio of technology offerings that deliver predictable outcomes and measurable results while reducing business risk and operational costs for customers.

Segment Measures

The following table summarizes operating results regularly provided to the CODM by reportable segment and a reconciliation to the financial statements:

(in millions)	GBS		GIS		Total Reportable Segments		All Other		Totals
Fiscal Year Ended March 31, 2024
Revenues	$	6,820	$	6,847	$	13,667	$	—	$	13,667
Segment Profit	$	835	$	437	$	1,272	$	(256)	$	1,016
Depreciation and amortization (1)	$	186	$	759	$	945	$	105	$	1,050
Fiscal Year Ended March 31, 2023
Revenues	$	6,960	$	7,470	$	14,430	$	—	$	14,430
Segment Profit	$	912	$	507	$	1,419	$	(262)	$	1,157
Depreciation and amortization (1)	$	165	$	853	$	1,018	$	99	$	1,117
Fiscal Year Ended March 31, 2022
Revenues	$	7,598	$	8,667	$	16,265	$	—	$	16,265
Segment Profit	$	1,160	$	475	$	1,635	$	(260)	$	1,375
Depreciation and amortization (1)	$	180	$	991	$	1,171	$	112	$	1,283

(1) Depreciation and amortization as presented excludes amortization of acquired intangible assets of $354 million, $402 million, and $434 million for fiscal 2024, 2023, and 2022, respectively.

111

Reconciliation of Reportable Segment Profit to Consolidation

The Company's management uses segment profit as the measure for assessing performance of its segments. Segment profit is defined as segment revenues less cost of services, segment selling, general and administrative, depreciation and amortization, and other income (excluding the movement in foreign currency exchange rates on DXC's foreign currency denominated assets and liabilities and the related economic hedges). The Company does not allocate to its segments certain operating expenses managed at the corporate level. These unallocated costs generally include certain corporate function costs, stock-based compensation expense, pension and OPEB actuarial and settlement gains and losses, restructuring costs, transaction, separation, and integration-related costs and amortization of acquired intangible assets.

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Total profit for reportable segments	$	1,272	$	1,419	$	1,635
All other loss	(256)		(262)		(260)
Subtotal	$	1,016	$	1,157	$	1,375
Interest income	214		135		65
Interest expense	(298)		(200)		(204)
Restructuring costs	(111)		(216)		(318)
Transaction, separation and integration-related costs	(7)		(16)		(26)
Amortization of acquired intangibles	(354)		(402)		(434)
Merger related indemnification	(16)		(46)		—
SEC matter	—		(8)		—
Gains on dispositions	115		190		341
Arbitration loss	—		(29)		—
Impairment losses	(5)		(19)		(31)
Debt extinguishment cost	—		—		(311)
Pension and OPEB actuarial and settlement (losses) gains	(445)		(1,431)		684
Income (loss) before income taxes	$	109	$	(885)	$	1,141

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 are not disclosed.

Geographic Information

See Note 11 - "Revenue" for the Company's revenue by geography. Property and equipment, net, which is based on the physical location of the assets, was as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
United States	$	658	$	788
United Kingdom	325		362
Australia	55		94
Other Europe	293		357
Other International	340		378
Total Property and Equipment, net	$	1,671	$	1,979

No single customer exceeded 10% of the Company’s revenues during fiscal 2024, fiscal 2023 or fiscal 2022.

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Note 20 - Commitments and Contingencies

Commitments

The Company signed long-term purchase agreements with certain software, hardware, telecommunication and other service providers to obtain favorable pricing and terms for services and products that are necessary for the operations of business activities. Under the terms of these agreements, the Company is contractually committed to purchase specified minimum amounts within defined time periods. If the Company does not meet the specified minimums, the Company would have an obligation to pay the service provider all, or a portion, of the shortfall. Minimum purchase commitments as of March 31, 2024 were as follows:

Fiscal year	Minimum Purchase Commitment
(in millions)
2025	$	647
2026	544
2027	122
2028	75
2029	23
Total	$	1,411

In the normal course of business, the Company may provide certain customers with financial performance guarantees, and at times performance letters of credit or surety bonds. In general, the Company would only be liable for the amounts of these guarantees in the event that non-performance by the Company permits termination of the related contract by the Company’s customer. The Company believes it is in compliance with its performance obligations under all service contracts for which there is a financial performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees will not have a material adverse effect on its consolidated results of operations or financial position.

The Company also uses stand-by letters of credit, in lieu of cash, to support various risk management insurance policies. 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 following table summarizes the expiration of the Company’s financial guarantees and stand-by letters of credit outstanding as of March 31, 2024:

(in millions)	Fiscal 2025		Fiscal 2026		Fiscal 2027 and Thereafter		Totals
Surety bonds	$	81	$	66	$	136	$	283
Letters of credit	62		15		565		642
Stand-by letters of credit	60		3		7		70
Totals	$	203	$	84	$	708	$	995

The Company generally indemnifies licensees of its proprietary software products against claims brought by third parties alleging infringement of their intellectual property rights, including rights in patents (with or without geographic limitations), copyrights, trademarks and trade secrets. DXC’s indemnification of its licensees relates to costs arising from court awards, negotiated settlements, and the related legal and internal costs of those licensees. The Company maintains the right, at its own cost, to modify or replace software in order to eliminate any infringement. The Company has not incurred any significant costs related to licensee software indemnification.

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Contingencies

Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise: On August 18, 2016, this purported class and collective action was filed in the U.S. District Court for the Northern District of California, against HP and HPE alleging violations of the Federal Age Discrimination in Employment Act (“ADEA”) and California state law, in connection with workforce reductions that occurred in or after August 2012 in California, and in or after as early as December 2014 in other U.S. locations. Former business units of HPE now owned by the Company, and former business units of the Company now owned by Peraton (formerly Perspecta), may be proportionately liable for any recovery by plaintiffs in this matter.

In December 2020, Plaintiffs filed a motion for preliminary certification of the collective action, which Defendants opposed. In April 2021, the court granted Plaintiffs’ motion for preliminary certification and lifted the previously imposed stay of the action. In November 2021, notice was sent to putative members of the ADEA collectives regarding participation in the case. In February 2022, the notice period closed.

In September 2023, the parties entered into a settlement agreement to resolve the matter and submitted it to the District Court for approval. In October 2023, the District Court entered an order preliminarily approving the proposed settlement. In March 2024, the District Court issued its final approval of the settlement and entered a final judgment closing the case. In May 2024, the Company funded its contribution to the settlement amount. This matter is now closed.

Securities Litigation: Previously disclosed securities litigation matters have been dismissed, with one case remaining, in the Superior Court of the State of California.

On August 20, 2019, a purported class action lawsuit was filed in the Superior Court of the State of California, County of Santa Clara, against the Company, directors of the Company, and a former officer of the Company, among other defendants. The action asserts claims under Sections 11, 12 and 15 of the Securities Act of 1933, as amended, and is premised on allegedly false and/or misleading statements, and alleged non-disclosure of material facts, regarding the Company’s prospects and expected performance. The putative class of plaintiffs includes former shareholders of Computer Sciences Corporation (“CSC”) who exchanged their CSC shares for the Company’s common stock pursuant to the offering documents filed with the Securities and Exchange Commission in connection with the April 2017 transaction that formed DXC.

The State of California action had been stayed pending the outcome of the substantially similar federal action filed in the United States District Court for the Northern District of California. The federal action was dismissed with prejudice in December 2021. Thereafter, the state court lifted the stay and entered an order permitting additional briefing by the parties. In March 2022, Plaintiffs filed an amended complaint, which the Company moved to dismiss. In August 2022, the Court granted the Company’s motion to dismiss, but permitted Plaintiffs to amend and refile their complaint. In September 2022, Plaintiffs filed a second amended complaint, which the Company moved to dismiss. In January 2023, the Court issued an order denying the Company’s motion to dismiss the second amended complaint. In March 2023, the Court entered a scheduling order setting a trial date for September 2025. In March 2024, a hearing was held on Plaintiffs’ motion for class certification. In May 2024, the Court entered an order granting Plaintiffs’ motion for class certification. The case is otherwise in discovery.

The Company believes that the final remaining lawsuit described above is also without merit, and intends to vigorously defend it.

Tax Examinations: The Company is under IRS examination in the U.S. on its federal income tax returns for certain fiscal years and is in disagreement with the IRS on certain tax positions, which are currently being contested in the U.S. Tax Court. For more detail, see Note 14 - "Income Taxes" for further information.

114

OFAC Matter: In August 2022, the Company submitted an initial notification of voluntary self-disclosure to the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) regarding potential violations of U.S. sanctions on Russia. The self-disclosure pertains to the Company’s sale of Luxoft’s Russia business to IBS Holding LLC in April 2022, as part of the Company’s exit from the Russian market following Russia’s invasion of Ukraine. The Company has also submitted an initial notification of voluntary self-disclosure to the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”) regarding potential export control violations in connection with its exit from the Russian market. In August 2023, the Company submitted its Final Report of Voluntary Self-Disclosure to OFAC, and in November 2023, the Company submitted its Final Report of Voluntary Self-Disclosure to BIS. In January 2024, BIS issued a Warning Letter to the Company, in lieu of any penalties, and closed its review of the matter. In March 2024, OFAC issued a Cautionary Letter to the Company, in lieu of any penalties or further enforcement action, and closed its review of the matter. The OFAC and BIS matters are now closed.

TCS Litigation: In April 2019, the Company filed a lawsuit against Tata Consultancy Services Limited and Tata America International Corporation (“TCS”) alleging misappropriation of certain of the Company’s trade secrets. In November 2023, a trial was held in the United States District Court for the Northern District of Texas, and a jury found TCS liable for misappropriating the Company’s trade secrets and awarded the Company $70 million in compensatory damages and $140 million in punitive damages, for a total award of $210 million. The jury verdict is considered advisory and remains subject to the court’s review. A final verdict is expected to be entered after the parties complete post-trial briefing, which the Company estimates will conclude in Q2 FY25. The Company has not recognized any portion of the award in its financial statements and will continue to monitor the progress of the case.

In addition to the matters 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 counterparties and other parties, as well as securities matters, environmental matters, matters concerning the licensing and use of intellectual property, 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. DXC 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.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report to ensure that information required to be disclosed by us in the SEC reports (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that DXC's disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

Our internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures of DXC are being made only in accordance with authorization of management and the directors of DXC; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting based on the criteria and framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2024.

The effectiveness of DXC's internal control over financial reporting as of March 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, which is contained in this Annual Report.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

116

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of

DXC Technology Company

Ashburn, Virginia

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of DXC Technology Company and subsidiaries (the “Company”) as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2024, of the Company and our report dated May 16, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

McLean, Virginia

May 16, 2024

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ITEM 9B. OTHER INFORMATION

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated herein by reference to the definitive proxy statement with respect to our 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), which we will file with the Securities and exchange Commission no later than 120 days after the end of the fiscal year covered by this Annual Report.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to our executive officers appears in Part I, Item I of this Annual Report on Form 10-K under the heading "Information About Our Executive Officers."

Other information required by this item will appear under the headings "Proposal 1: -Election of Directors,” "Delinquent Section 16(a) Reports", “Corporate Governance,” and “Additional Information-Business for 2024 Annual Meeting" in our 2024 Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after March 31, 2024, and such information is incorporated herein by reference.

We have a written Code of Conduct that applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and every other officer and employee of DXC. Our Code of Conduct is available on our website, www.dxc.technology, under About Us/Governance/Ethics & Compliance. If any amendment to, or a waiver from, a provision of the Code of Conduct is made for any of our directors or executive officers, including our CEO, CFO and PAO, we intend to disclose such information on our website within four business days.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item will appear in our 2024 Proxy Statement under the headings "Executive Compensation" and "Corporate Governance" and are incorporated herein by reference.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table gives information about our common stock that may be issued under our equity compensation plans as of March 31, 2024. See Note 16 - "Stock Incentive Plans" of the consolidated financial statements included herein for information regarding the material features of these plans.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	9,470,107	3.42	24,379,449
Equity compensation plans not approved by security holders	—	—	—
Total	9,470,107	3.42	24,379,449

Other information required by this Item will appear in the 2024 Proxy Statement under the heading "Security Ownership of Certain Beneficial Owners and Management," which section is incorporated by reference.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item will appear in our 2024 Proxy Statement under the headings "Corporate Governance" and "Certain Relationships and Related Party Transactions" and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item will appear in our 2024 Proxy Statement under the heading "Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025" and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(1) Consolidated Financial Statements

The financial statements are included under Item 8 of this Annual Report on Form 10-K. See the index on page 60.

(2) Exhibits

The following exhibits are filed herewith unless otherwise indicated.

Exhibit Number	Description of Exhibit
2.1	Purchase Agreement, dated March 9, 2020, by and between Milano Acquisition Corp and DXC Technology Company (incorporated by reference to Exhibit 2.1 to DXC Technology Company's Current Report on Form 8-K (filed March 12, 2020) (file no. 001-38033))
2.2	Agreement and Plan of Merger, dated as of May 24, 2016, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company, Everett SpinCo, Inc. (now known as DXC Technology Company) and Everett Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Hewlett Packard Enterprise Company's Current Report on Form 8-K (filed May 26, 2016) (file no. 001-37483))
2.3	First Amendment to Agreement and Plan of Merger, dated as of November 2, 2016, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company, Everett SpinCo, Inc. (now known as DXC Technology Company), New Everett Merger Sub Inc. and Everett Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Hewlett Packard Enterprise Company's Current Report on Form 8-K (filed November 2, 2016) (file no. 001-37483))
2.4	Second Amendment to Agreement and Plan of Merger, dated as of December 6, 2016, by and among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc. (now known as DXC Technology Company), Everett Merger Sub Inc. and New Everett Merger Sub Inc. (incorporated by reference to Exhibit 2.3 to Amendment No. 1 to Form 10 of Everett SpinCo, Inc. (filed December 7, 2016) (file no. 000-55712))
2.5	Separation and Distribution Agreement, dated May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.2 to Hewlett Packard Enterprise Company's Current Report on Form 8-K (filed May 26, 2016) (file no. 001-37483))
2.6	First Amendment to the Separation and Distribution Agreement, dated November 2, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.2 to Hewlett Packard Enterprise Company's Current Report on Form 8-K (filed November 2, 2016) (file no. 001-37483))
2.7	Second Amendment to the Separation and Distribution Agreement, dated December 6, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company)(incorporated by reference to Exhibit 2.6 to Everett SpinCo, Inc.'s Amendment No. 1 to Form 10 (filed December 7, 2016) (file no. 000-55712))
2.8	Third Amendment to the Separation and Distribution Agreement, dated January 27, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.7 to Everett SpinCo Inc.'s Form 10 (filed February 14, 2017) (file no. 000-55712))
2.9	Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.6 to DXC Technology Company's Current Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
2.10	Employee Matters Agreement, dated as of March 31, 2017, by and among the Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.1 to DXC Technology Company's Current Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
2.11	Tax Matters Agreement, dated as of March 31, 2017, by and among the Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.2 to DXC Technology Company's Current Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
2.12	Intellectual Property Matters Agreement, dated as of March 31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.3 to DXC Technology Company's Current Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
2.13	Transition Services Agreement, dated as of March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.4 to DXC Technology Company's Current Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
2.14	Real Estate Matters Agreement, dated as of March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (now known as DXC Technology Company) (incorporated by reference to Exhibit 2.5 to DXC Technology Company's Current Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))

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2.15	Agreement and Plan of Merger, dated as of October 11, 2017 by and among DXC Technology Company, Ultra SCInc., Ultra First VMS Inc., Ultra Second VMS LLC, Ultra KMS Inc., Vencore Holding Corp., KGS Holding Corp.,The SI Organization Holdings LLC and KGS Holding LLC (incorporated by reference to Exhibit 2.1 to DXC Technology Company's Current Report on Form 8-K (filed October 13, 2017) (file no. 001-38033))
2.16	Separation and Distribution Agreement dated as of May 31, 2018, by and between DXC Technology Company and Perspecta Inc. (incorporated by reference to Exhibit 2.1 to DXC Technology Company's Current Report on Form 8-K (filed June 6, 2018) (file no. 001-38033))
2.17	Employee Matters Agreement dated as of May 31, 2018, by and between DXC Technology Company and Perspecta Inc. (incorporated by reference to Exhibit 2.2 to DXC Technology Company's Current Report on Form 8-K (filed June 6, 2018) (file no. 001-38033))
2.18	Tax Matters Agreement dated as of May 31, 2018, by and between DXC Technology Company and Perspecta Inc. (incorporated by reference to Exhibit 2.3 to DXC Technology Company's Current Report on Form 8-K (filed June 6, 2018) (file no. 001-38033))
2.19	Intellectual Property Matters Agreement dated as of May 31, 2018, by and between DXC Technology Company and Perspecta Inc. (incorporated by reference to Exhibit 2.4 to DXC Technology Company's Current Report on Form 8-K (filed June 6, 2018) (file no. 001-38033))
2.20	Transition Services Agreement dated as of May 31, 2018, by and between DXC Technology Company and Perspecta Inc. (incorporated by reference to Exhibit 2.5 to DXC Technology Company's Current Report on Form 8-K (filed June 6, 2018) (file no. 001-38033))
2.21	Real Estate Matters Agreement dated as of May 31, 2018, by and between DXC Technology Company and Perspecta Inc. (incorporated by reference to Exhibit 2.6 to DXC Technology Company's Current Report on Form 8-K (filed June 6, 2018) (file no. 001-38033))
2.22	Non-U.S. Agency Agreement dated as of May 31, 2018, by and between DXC Technology Company and Perspecta Inc. (incorporated by reference to Exhibit 2.7 to DXC Technology Company's Current Report on Form 8-K (filed June 6, 2018) (file no. 001-38033))
2.23	Merger Agreement, dated January 6, 2019, by and among DXC Technology Company, Luna Equities, Inc. and Luxoft Holding, Inc (incorporated by reference to Exhibit 99.1 to Luxoft Holding, Inc's Report of Foreign Private Issuer on Form 6-K (filed January 7, 2019) (file no. 001-35976))
3.1	Articles of Incorporation of DXC Technology Company, as filed with the Secretary of State of the State of Nevada on March 31, 2017 (incorporated by reference to Exhibit 3.3 to DXC Technology Company's Current Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
3.2	Amended and Restated Bylaws of DXC Technology Company, effective November 3, 2022 (incorporated by reference to Exhibit 3.2 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (filed November 4, 2022) (file no. 001-38033))
4.1	Base Indenture, dated as of March 27, 2017, between Everett SpinCo, Inc. (now known as DXC Technology Company) and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to DXC Technology Company's Form 8-K (filed March 27, 2017) (file no. 001-38033))
4.2	Seventh Supplemental Indenture, dated September 26, 2018, among DXC Technology Company, U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent (incorporated by reference to Exhibit 4.1 to DXC Technology Company’s Current Report on Form 8-K (filed September 26, 2018) (file no. 001-38033))
4.3	Form of DXC Technology Company’s 1.750% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to DXC Technology Company’s Current Report on Form 8-K (filed September 26, 2018) (file no. 001-38033))
4.4	Ninth Supplemental Indenture, dated September 9, 2021, between DXC Technology Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to DXC Technology Company's Form 8-K (September 9, 2021) (file no. 001-38033))
4.5	Form of DXC Technology Company’s 1.800% Senior Notes due 2026 (incorporated by reference to Exhibit 4.4 to DXC Technology Company's Form 8-K (September 9, 2021) (file no. 001-38033))
4.6	Form of DXC Technology Company’s 2.375% Senior Notes due 2028 (incorporated by reference to Exhibit 4.4 to DXC Technology Company's Form 8-K (September 9, 2021) (file no. 001-38033))
4.7	Indenture, dated September 9, 2021, by and among DXC Capital Funding DAC, as issuer, DXC Technology Company and DXC Luxembourg International S.à r.l., as guarantors, U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, as paying agent (incorporated by reference to Exhibit 4.1 to DXC Technology Company's Form 8-K (September 9, 2021) (file no. 001-38033))
4.8	First Supplemental Indenture, dated September 26, 2022, by and among DXC Capital Funding DAC, as issuer, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, transfer agent and registrar (incorporated by reference to Exhibit 4.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (filed November 4, 2022) (file no. 001-38033))
4.9	Form of DXC Capital Funding DAC’s 0.450% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to DXC Technology Company's Form 8-K (September 9, 2021) (file no. 001-38033))
4.10	Form of DXC Capital Funding DAC’s 0.950% Senior Notes due 2031 (incorporated by reference to Exhibit 4.1 to DXC Technology Company's Form 8-K (September 9, 2021) (file no. 001-38033))
4.11	Description of Securities (incorporated by reference to Exhibit 4.10 to DXC Technology Company's Annual Report on Form 10-K (filed May 26, 2022) (file no. 001-38033))

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10.1	Revolving Credit Agreement dated November 1, 2021 among DXC Technology Company, the financial institutions listed therein and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (filed November 4, 2021) (file no. 001-38033))
10.2	First Incremental Assumption Agreement dated as of November 1, 2023, which supplements that certain Revolving Credit Agreement dated as of November 1, 2021 among DXC Technology Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed November 2, 2023) (file no. 001-38033))
10.3	Dealer Agreement, dated July 24, 2015, by and between CSC Capital Funding Limited, as issuer, Computer Sciences Corporation, as guarantor, Citibank International Limited, as arranger, and the financial institutions listed therein, as dealers (incorporated by reference to Exhibit 99.1 to Computer Sciences Corporation’s Current Report on Form 8-K (filed July 28, 2015) (file no.001-04850))
10.4	Amendment No. 1 dated April 3, 2017, to the Dealer Agreement, dated July 24, 2015, by and between DXC Capital Funding Limited, as Issuer, DXC Technology Company, as Guarantor, Citibank Europe PLC, UK Branch, as Arranger, and the financial institutions listed therein, as Dealers (incorporated by reference to Exhibit 10.23 to DXC Technology Company's Annual Report on Form 10-K (filed May 29, 2018) (file no. 001-38033))
10.5	Purchase and Sale Agreement dated as of December 21, 2016, among Computer Sciences Corporation, as Contributing Originator and Servicer, Alliance-One Services, Inc., CSC Agility Platform, Inc., CSC Consulting, Inc., CSC Cybertek Corporation, Mynd Corporation and PDA Software Services LLC, as Originators, and CSC Receivables LLC, as Buyer (incorporated by reference to Exhibit 10.1 to Computer Sciences Corporation 's Current Report on Form 8-K (filed December 23, 2016) (file no. 001-04850))
10.6	First Amendment to the Purchase and Sale Agreement dated as of August 22, 2018, among Computer Sciences Corporation, as Contributing Originator and Servicer, Alliance-One Services, Inc., CSC Agility Platform, Inc., CSC Consulting, Inc., CSC Cybertek Corporation, Mynd Corporation, DXC Technology Services LLC and PDA Software Services LLC, as Originators, and CSC Receivables LLC, as Buyer (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Current Report on Form 8-K (filed August 27, 2018) (file no. 001-38033))
10.7	Second Amendment to the Purchase and Sale Agreement dated as of September 24, 2018, among Computer Sciences Corporation, as Exiting Originator and Exiting Servicer, Alliance-One Services, Inc., CSC Agility Platform, Inc., CSC Consulting, Inc., CSC Cybertek Corporation, Mynd Corporation and PDA Software Services LLC, as Exiting Originators, DXC Technology Services LLC, as Originator, DXC Technology Company, as Servicer, and DXC Receivables LLC (f/k/a CSC Receivables LLC), as Buyer (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Current Report on Form 8-K (filed September 27, 2018) (file no. 001-38033))
10.8	Third Amendment to the Purchase and Sale Agreement dated as of August 21, 2019, among DXC Technology Company, as Servicer, DXC Technology Services LLC, as Existing Originator, Alliance-One Services, Inc., Computer Sciences Corporation, CSC Consulting, Inc., CSC Cybertek Corporation, Mynd Corporation, and PDA Software Services LLC, as New Originators, and DXC Receivables LLC (f/k/a CSC Receivables LLC), as Buyer (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed November 12, 2019) (file no. 001-38033))
10.9	Fourth Amendment to the Purchase and Sale Agreement dated as of November 22, 2019, among DXC Technology Company, as Servicer, DXC Technology Services LLC, Alliance-One Services, Inc., Computer Sciences Corporation, CSC Consulting, Inc., CSC Cybertek Corporation, Mynd Corporation, and PDA Software Services LLC, as Existing Originators; CSC Puerto Rico LLC, CSC Covansys Corporation and Tribridge Holdings, LLC, as New Originators; and DXC Receivables LLC (f/k/a CSC Receivables LLC), as Buyer (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed February 7, 2020) (file no. 001-38033))
10.10	Fifth Amendment to the Purchase and Sale Agreement dated as of May 29, 2020, among DXC Technology Company, as Servicer, DXC MS LLC as exiting Originator, DXC Receivables LLC (f/k/a CSC Receivables LLC), as Buyer and the various parties listed as remaining Originators (incorporated by reference to Exhibit 10.2 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed August 7, 2020) (file no. 001-38033))
10.11	Sixth Amendment to the Purchase and Sale Agreement dated as of August 10, 2020, among DXC Technology Company, as Servicer, PDA Software Services LLC as exiting Originator, DXC Receivables LLC (f/k/a CSC Receivables LLC), as Buyer and the various parties listed as remaining Originators (incorporated by reference to Exhibit 10.2 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed November 6, 2020) (file no. 001-38033))
10.12^	Seventh Amendment to the Purchase and Sale Agreement dated as of July 29, 2022, among DXC Technology Company, as Servicer, DXC Receivables LLC (f/k/a CSC Receivables LLC), as Buyer, and the various parties listed as Originators (incorporated by reference to Exhibit 10.2 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (filed August 4, 2022) (file no. 001-38033))
10.13	Receivables Purchase Agreement dated as of December 21, 2016, among Computer Sciences Corporation, as Servicer, CSC Receivables LLC, as Seller, the persons from time to time party thereto as Purchasers and group agents, PNC Bank, National Association, as Administrative Agent and PNC Capital Markets LLC, as Structuring Agent (incorporated by reference to Exhibit 10.2 to Computer Sciences Corporation’s Current Report on Form 8-K (filed December 23, 2016) (file no. 001-04850))
10.14	Third Amendment to the Receivables Purchase Agreement dated as of August 22, 2018, among Computer Sciences Corporation, as Servicer, CSC Receivables LLC, as seller, the persons from time to time party thereto as Purchasers and group agents, and PNC Bank, National Association, as Administrative Agent. (incorporated by reference to Exhibit 10.2 to DXC Technology Company’s Current Report on Form 8-K (filed August 27, 2018) (file no. 001-38033))

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10.15	Fourth Amendment to the Receivables Purchase Agreement dated as of September 24, 2018, among Computer Sciences Corporation, as Exiting Servicer, DXC Receivables LLC (f/k/a CSC Receivables LLC), as seller, DXC Technology Company, as Servicer, the persons from time to time party thereto as Purchasers and group agents, and PNC Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to DXC Technology Company’s Current Report on Form 8-K (filed September 27, 2018) (file no. 001-38033))
10.16	Sixth Amendment to the Receivables Purchase Agreement dated as of August 21, 2019, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed November 12, 2019) (file no. 001-38033))
10.17	Seventh Amendment to the Receivables Purchase Agreement dated as of November 22, 2019, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed February 7, 2020) (file no. 001-38033))
10.18	Eighth Amendment to the Receivables Purchase Agreement dated as of February 18, 2020, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.34 to DXC Technology Company’s Annual Report on Form 10-K (filed June 1, 2020)(file no. 001-38033))
10.19	Ninth Amendment to the Receivables Purchase Agreement dated as of May 29, 2020, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed August 7, 2020) (file no. 001-38033))
10.20	Tenth Amendment to the Receivables Purchase Agreement dated as of August 10, 2020, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed November 6, 2020) (file no. 001-38033))
10.21	Eleventh Amendment to the Receivables Purchase Agreement dated as of July 30, 2021, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Quarterly Report on Form 10-Q (filed August 5, 2021) (file no. 001-38033))
10.22^	Twelfth Amendment to the Receivables Purchase Agreement dated as of July 29, 2022, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (filed August 4, 2022) (file no. 001-38033))
10.23	Thirteenth Amendment to the Receivables Purchase Agreement dated as of September 1, 2022, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (filed November 4, 2022) (file no. 001-38033))
10.24^	Fourteenth Amendment to the Receivables Purchase Agreement dated as of December 21, 2022, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (filed February 2, 2023) (file no. 001-38033))
10.25^	Fifteenth Amendment to the Receivables Purchase Agreement dated as of July 28, 2023, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (filed August 3, 2023) (file no. 001-38033))
10.26	Sixteenth Amendment to the Receivables Purchase Agreement dated as of September 27, 2023, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.2 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed November 2, 2023) (file no. 001-38033))
10.27	Fourth Amended and Restated Performance Guaranty dated as of February 18, 2020, made by DXC Technology Company, as Performance Guarantor, in favor of PNC Bank, National Association, as Administrative Agent, for the benefit of the Purchasers (incorporated by reference to Exhibit 10.38 to DXC Technology Company’s Annual Report on Form 10-K (filed June 1, 2020)(file no. 001-38033))
10.28*	DXC Technology Company 2017 Omnibus Incentive Plan (Amended and Restated effective August 13, 2020) (incorporated by reference to Appendix C to the Company's Proxy Statement for the 2020 Annual Meeting of Stockholder on Form DEF 14A (filed July 2, 2020) (file no.001-38033))

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10.29*	DXC Technology Company 2017 Non-Employee Director Compensation Plan (Amended and Restated effective August 13, 2020) (incorporated by reference to Appendix D to the Company's Proxy Statement for the 2020 Annual Meeting of Stockholder on Form DEF 14A (filed July 2, 2020) (file no.001-38033))
10.30*	DXC Technology Company 2017 Share Purchase Plan (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (filed March 31, 2017) (file no. 333-217053))
10.31*	DXC Technology Company Deferred Compensation Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (filed March 31, 2017) (file no. 333-217054))
10.32*	Amendment to DXC Technology Company Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017 (filed November 8, 2017) (file no. 001-38033))
10.33*	Form of Stock Option Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Periodic Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
10.34*^	Form of Fiscal 2025 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (filed herewith)
10.35*^	Form of Fiscal 2024 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2023 (filed May 19, 2023) (file no. 001-38033))
10.36*^	Form of Fiscal 2023 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to DXC Technology Company’s Annual Report on Form 10-K (filed May 26, 2022)(file no. 001-38033))
10.37*	Form of Fiscal 2022 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no. 001-38033))
10.38*	Form of Fiscal 2025 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (filed herewith)
10.39*	Form of Fiscal 2024 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2023 (filed May 19, 2023) (file no. 001-38033))
10.40*	Form of Fiscal 2023 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to DXC Technology Company’s Annual Report on Form 10-K (filed May 26, 2022)(file no. 001-38033))
10.41*	Form of Fiscal 2022 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no. 001-38033))
10.42*	Form of Restricted Stock Unit Agreement under the DXC Technology Company 2017 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Periodic Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
10.43*	DXC Technology Company Severance Plan for Senior Management and Key Employees (incorporated by reference to Exhibit 10.11 to the Company’s Periodic Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
10.44*	Amendment to the DXC Technology Corporation Severance Plan for Senior Management and Key Employees (incorporated by reference to Exhibit 10.2 to DXC Technology Company's Quarterly Report on Form 10-Q (filed November 8, 2018) (file no. 001-38033))
10.45*	Amendment No. 2 to the DXC Technology Company Severance Plan for Senior Management and Key Employees (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no. 001-38033))
10.46*	Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Periodic Report on Form 8-K (filed April 6, 2017) (file no. 001-38033))
10.47*	Form of Career Share Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.45 to DXC Technology Company's Annual Report on Form 10-K (filed May 29, 2018) (file no. 001-38033))
10.48*	Form of Fiscal 2022 Career Share Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no. 001-38033))
10.49*	Employment Agreement with Raul Fernandez dated March 31, 2024 (filed herewith)
10.50*	Separation Agreement with Kenneth Sharp dated May 16, 2023 (incorporated by reference to Exhibit 10.4 to DXC Technology Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed November 2, 2023) (file no. 001-38033))
19.1	Insider Trading Policy (filed herewith)
21	Significant Active Subsidiaries and Affiliates of the Registrant (filed herewith)

125

23	Consent of Independent Registered Public Accounting Firm
31.1	Section 302 Certification of the Chief Executive Officer
31.2	Section 302 Certification of the Chief Financial Officer
32.1**	Section 906 Certification of Chief Executive Officer
32.2**	Section 906 Certification of Chief Financial Officer
97.1	Compensation Recovery Policy (filed herewith)
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or agreement

^ Certain information in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request

** Furnished herewith

ITEM 16. FORM 10-K SUMMARY

None.

126

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			DXC TECHNOLOGY COMPANY
Dated:	May 16, 2024	By:	/s/ Rob Del Bene
		Name:	Rob Del Bene
		Title:	Executive Vice President and Chief Financial Officer

Each person whose signature appears below constitutes and appoints Raul Fernandez and Rob Del Bene, and each or any of them, as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Raul Fernandez	President and Chief Executive Officer	May 16, 2024
Raul Fernandez	(Principal Executive Officer)
/s/ Rob Del Bene	Executive Vice President and Chief Financial Officer	May 16, 2024
Rob Del Bene	(Principal Financial Officer)
/s/ Christopher A. Voci	Senior Vice President and Corporate Controller	May 16, 2024
Christopher A. Voci	(Principal Accounting Officer)
/s/ David L. Herzog	Chairman	May 16, 2024
David L. Herzog
/s/ David A. Barnes	Director	May 16, 2024
David A. Barnes
/s/ Anthony Gonzalez	Director	May 16, 2024
Anthony Gonzalez

127

/s/ Pinkie Mayfield	Director	May 16, 2024
Pinkie Mayfield
/s/ Karl Racine	Director	May 16, 2024
Karl Racine
/s/ Dawn Rogers	Director	May 16, 2024
Dawn Rogers
/s/ Carrie Teffner	Director	May 16, 2024
Carrie Teffner
/s/ Akihiko Washington	Director	May 16, 2024
Akihiko Washington
/s/ Robert F. Woods	Director	May 16, 2024
Robert F. Woods

128

EX-10.34

Exhibit 10.34

DXC TECHNOLOGY COMPANY

2017 OMNIBUS INCENTIVE PLAN

PERFORMANCE BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

1.Grant of Award.

This Agreement (“Agreement”), dated as of «Grant_Date_x» (the “Grant Date”) by and between DXC Technology Company, a Nevada corporation (the “Company”), and «Name_x», a full-time employee of the Company and/or one or more of its Subsidiaries (the “Employee”).

This Agreement granting the Employee an award of restricted stock units under the Plan (the “Award”) shall be subject to all of the terms and conditions set forth in the DXC Technology Company 2017 Omnibus Incentive Plan (the “Plan”) and this Agreement. Except as defined herein or in Appendix A, capitalized terms shall have the same meanings ascribed to them under the Plan.

This Award is subject to the data privacy provisions set forth in Appendix B. Appendix A, Appendix B, Appendix C and Appendix D constitute part of this Agreement.

Award Granted: «Shares_Granted_x» Restricted Stock Units (the “Target Units”)

2.Normal Settlement of RSUs at end of Performance Period.

(a)The total number of RSU Shares delivered in settlement of this Award shall be between 0% and 200%, inclusive, of the number of Target Units, and, except as otherwise provided in this Agreement, shall be determined by the Committee pursuant to Appendix C to this Agreement based on the Company’s performance for the Fiscal Year 2025 – 2027 performance period (the “Performance Period”). Dividend Equivalents will be paid with respect to such RSU Shares delivered in settlement at the same time as the Restricted Stock Units (“RSUs”) are settled.

(b)For purposes of this Section 2, this Award shall be settled on the Scheduled Settlement Date.

(c)Any RSU Shares the Employee receives in settlement of the RSUs shall be subject to any holding period requirements or other restrictions set forth in the Company’s stock ownership guidelines applicable to the Employee, as in effect from time to time. The Employee acknowledges that he or she may be prohibited from selling or otherwise disposing of such RSU Shares while subject to such guidelines.

3.Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture.

(a)Age 55 or Older Other than for Cause, death or Disability with at least 5 Years of Service; Approved Termination. If:

(i)the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated after the end of Fiscal Year 2025 and during Fiscal Year 2026 or Fiscal Year 2027 at age 55 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its Subsidiaries for at least 5 years immediately prior to the date of termination of employment status; or

(ii)the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated at any time on or before the end of Fiscal Year 2027 and such termination is specifically approved by the Committee for purposes of this Section 3(a),

        then the Company shall settle a fraction of the RSUs that otherwise would settle in accordance with Section 2 and Appendix C of this Agreement on the Scheduled Settlement Date. This fraction will be determined by calculating the number of full months of continuous service with the Company or its Subsidiaries that the Employee has completed since the start of the Performance Period and then dividing this number by 36. If the Employee’s status as an employee of the Company or any of its Subsidiaries terminates pursuant to this Section 3(a) after the end of Fiscal Year 2027, then the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement, without pro-ration, on the Scheduled Settlement Date.

(b)Death or Disability.

(i)If, on or before the end of Fiscal Year 2027, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of the death or Disability of the Employee, then, one calendar month after the Employee’s status as an employee of the Company or its Subsidiaries is terminated (the “Employment Termination Date”) the Company shall settle the RSUs in full by delivering a pro-rated amount of 100% of the Target Units, with such pro-ration based on the Employee’s period of service during the Performance Period.

(ii)If, after the end of Fiscal Year 2027 and prior to the Scheduled Settlement Date, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of the death or Disability of the Employee, then the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement, without pro-ration, as soon as practicable after the Employment Termination Date, but in no event later than the Scheduled Settlement Date.

    2

(iii)If settlement is by reason of termination due to death, settlement shall be to the beneficiary designated by the Employee for such purpose.

(c)Cancellation of RSUs upon Other Termination of Employment. If, on or before the end of Fiscal Year 2027, the Employee’s status as an employee of the Company or any of its Subsidiaries terminates for any reason (or no reason), other than pursuant to Section 3(a) or (b) hereof, then the RSUs and all related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date. If the Employee’s status as an employee of the Company or any of its Subsidiaries terminates for any reason (or no reason), other than pursuant to Section 3(a) or (b) hereof, after the end of Fiscal Year 2027, then the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement on the Scheduled Settlement Date.

(d)Change in Control.

(i)Upon a Change in Control that occurs on or before the end of the Performance Period while Employee is employed by the Company or its Subsidiaries, a number of RSUs equal to the greater of (I) 100% of the Target Units or (II) the percentage of Target Units that would vest pursuant to Section 2 and Appendix C (determined as if the date of the Change in Control were the last day of the Performance Period) shall, subject to Section 18 of the Plan, vest and be settled in accordance with the following terms of this Section 3(d)(i). Following the Change in Control, the RSUs shall vest based solely on the passage of time and the Employee’s continued employment with the Company (including any successor to the Company resulting from the Change in Control) and its Subsidiaries as follows: (x) if the Change in Control happens on or before the first anniversary of the Grant Date, the RSUs shall vest in substantially equal thirds on the first, second and third anniversaries of the Grant Date; (y) if the Change in Control happens after the first anniversary of the Grant Date but on or before the second anniversary of the Grant Date, the RSUs shall vest in substantially equal halves on the second and third anniversaries of the Grant Date; and (z) if the Change in Control happens after the second anniversary of the Grant Date, the RSUs shall vest in their entirety on the third anniversary of the Grant Date. The RSUs shall be subject to all other terms and conditions of this Agreement; provided, however, that if, on or within two (2) years after the date of the Change in Control and prior to when the RSUs have vested in full, the Employee experiences a Qualifying Termination Without Cause, or the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated as a result of the Employee’s death or Disability or pursuant to Section 3(a) above, then the RSUs shall automatically vest in full as of the Employment Termination Date. Settlement of any RSUs (and any related Dividend Equivalents) that vest pursuant to this Section 3(d)(i) shall occur on or as soon as administratively practicable (but, subject to Section 19 below, in no event later than 2.5 months) after the applicable vesting date. For purposes of the preceding sentence, a “Qualifying

    3

Termination Without Cause” shall mean the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated by the Company without Cause at a time when the Employee is meeting performance expectations, as determined by the Company in its sole discretion.

(ii)Upon a Change in Control that occurs after the end of Fiscal Year 2027 and prior to the Scheduled Settlement Date, the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement, without pro ration, as soon as practicable after the Change in Control, but in no event later than the Scheduled Settlement Date

(e)Recoupment and Forfeiture. Settlement of all or a portion of the Award pursuant to this Section 3 is subject to the forfeiture provisions of this Section 3. Settlement of all or a portion of the Award is subject to recoupment by the Company pursuant to Section 5.

(f)Leave of Absence. If the Employee is granted a leave of absence (including a military leave of absence), the Employee and the Company each reasonably anticipate that the Employee will return to active employment and either (x) the leave of absence is to be for not more than six months or (y) at all times during the leave of absence the Employee has a statutory or contractual right to return to work, then for purposes of this Award: (i) while on leave of absence the Employee shall be treated as if he were an active employee; (ii) if the Employee’s leave of absence is terminated and the Employee does not timely return to active employment, the date of the end of the leave of absence shall be treated as the Employment Termination Date; (iii) if the Employee’s leave of absence is terminated and the Employee timely returns to active employment, he shall be treated as if active employment had continued uninterrupted during the leave of absence; and (iv) if the Employee’s leave of absence continues to the Scheduled Settlement Date or any other date for settlement of the RSUs as provided under this Award, any RSUs which the Employee would otherwise be entitled to receive if he were an active employee shall be settled on such date.

(g)Termination Date. The Employment Termination Date shall occur (regardless of the reason of termination and whether or not the termination was in breach of applicable labor laws or the Employee’s employment contract, if any) effective as of the date that the Employee is no longer actively providing services and will not be extended by any notice period mandated under applicable law or contractual right. The Committee shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the RSUs (including whether the Employee may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, except as set forth in Section 3(a), the Employee is not entitled to pro-rata vesting of any RSUs if the Employee is employed for only a portion of the vesting period.

4.Withholding and Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant, vesting or settlement

    4

of the RSUs pursuant to this Agreement (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the “Withholding Date”), then the Employee shall pay to the Company on the Withholding Date, the aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the “Withholding Liability”), which payment shall be made by the automatic cancellation by the Company of a portion of the RSU Shares; provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); and provided further that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon settlement of the RSUs; and provided further, however, that the Employee may, on or before the Withholding Date, irrevocably elect to instead pay to the Company, by check or wire transfer delivered or made within one business day after the Withholding Date, an amount equal to or greater than the Withholding Liability.

(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to Taxes.

5.Recoupment and Forfeiture – Detrimental Activity.

(a)Refund of Stock Value. If the Employee engages in Detrimental Activity (as defined below in Section 5(c)) during the time periods set forth in each provision of Section 5(c), then, if the RSUs were settled within the period beginning on the date which is one year prior to the earlier of (i) the Employment Termination Date and (ii) the occurrence of such event, and ending on the occurrence of such event, the Employee shall immediately deliver to the Company an amount in cash equal to the (i) aggregate Fair Market Value, determined as of such Settlement Date, of all RSU Shares which were delivered to the Employee or cancelled in payment of Taxes on such Settlement Date and (ii) Dividend Equivalents paid to the Employee in respect of those RSU Shares.

(b)Forfeiture of RSUs. If the Employee engages in Detrimental Activity prior to the final Settlement Date for the RSUs, the RSUs and all related Dividend Equivalents shall be terminated and forfeited.

(c)For purposes of this Agreement, “Detrimental Activity” shall mean any of the following:

(i)engaging, directly or indirectly, in any business activity (A) competitive with the activity of the Company and/or any of its Subsidiaries, or (B) in conflict with the interests of the Company and/or any of its Subsidiaries during the term of employment and a period of two years thereafter;

(ii)at any time willfully disclosing, other than in the course of the business of Company and/or its Subsidiaries, to any third party trade secret or

    5

other confidential material or information belonging to the Company and/or any of its Subsidiaries;

(iii)at any time failing to abide by Employee’s contractual obligations to assign all intellectual property to the Company and/or any of its Subsidiaries;

(iv)failing to abide by any other contractual obligations to the Company and/or any of its Subsidiaries, as set forth in those contracts (including Section 6 below), including (A) obligations not to solicit employees of the Company and/or any of its Subsidiaries to perform services for others, and (B) obligations not to solicit business from clients, vendors or business partners of the Company and/or any of its Subsidiaries;

(v)engaging during the term of employment in any action that warrants or results in termination of Employee’s employment for “Cause,” as defined in Appendix A;

(vi)any other willful action determined by the Company to be injurious, detrimental or prejudicial to any of the interests of the Company and/or any of its Subsidiaries during the term of employment and a period of two years thereafter.

(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota or Nebraska, Section 5(c)(i) of the definition of Detrimental Conduct shall not apply. In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 5 and choose the application of California law to Section 5 of this Agreement in accordance with California Labor Code §925. If this occurs, then Section 5(c)(iv) of the definition of Detrimental Activity shall be deemed modified so that it only prohibits conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries; provided, however, that the Company and/or any of its Subsidiaries shall continue to retain all of their rights in trade secrets and nothing in this Agreement shall be construed eliminate, reduce or adversely affect the rights that the Company and/or any of its Subsidiaries would otherwise have related to the protection of their trade secrets absent this Agreement. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 5 of this Agreement.

(e)As an additional condition of receiving this Award, the Employee agrees and acknowledges that the Award shall be subject to repayment to the Company in whole or in part in the event of a financial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company and applicable to the Employee.

    6

6.Employee Covenants.

(a)Non-Disclosure and Non-Use of Confidential Information. The Company and/or any of its Subsidiaries shall provide the Employee with access to Confidential Information in the course of performance of the Employee’s duties. Except for in performance of the Employee’s duties for the Company and/or any of its Subsidiaries, the Employee agrees not to disclose, use, copy, take, download, upload, duplicate or otherwise permit the use, disclosure, copying, taking, downloading, uploading, or duplication of any Confidential Information during or following his/her employment with the Company and/or any of its Subsidiaries. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. The Employee shall promptly report to the Company and/or any of its Subsidiaries any actual or suspected violation of confidentiality obligations toward the Company and/or any of its Subsidiaries and will take all reasonable further steps requested by the Company and/or any of its Subsidiaries to prevent, control or remedy any such violation. The Employee acknowledges and agrees that the Employee shall have no ownership or privacy interest in materials or information that is stored on or transmitted using property or equipment or rights leased, licensed or owned by the Company and/or any of its Subsidiaries, even if the Employee claims an ownership or privacy interest in such materials or information. The Employee agrees that to any extent that the Employee uses the Company’s and/or any of its Subsidiaries’ resources for such materials and information, the Employee forfeits any privacy and ownership interest in them and agrees that they shall be subject to ownership, access, use and disclosure by the Company and/or any of its Subsidiaries at any time without notice to or further consent of the Employee.

(b)Non-Solicitation of the Company’s Employees, Clients, and Prospective Clients. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Solicitation Period, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage, in the Restricted Area, in any of the conduct described below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries:

(i)solicit (or contact in any manner which could reasonably be construed as solicitation), hire or employ, attempt to hire or employ, retain as or attempt to retain as a consultant or an independent contractor, any current employee of the Company and/or any of its Subsidiaries or any person who was an employee of the Company and/or any of its Subsidiaries within the 6-month period preceding such solicitation, contact, hiring or employment, or attempted hiring or employment;

(ii)solicit (or contact in any manner which could reasonably be construed as solicitation) any Client or Prospective Client for the purpose of selling or providing solutions, products and/or services competitive with Services

    7

provided by or offered by the Company and/or any of its Subsidiaries, or divert or cause a reduction in the business between the Company and/or any of its Subsidiaries and any Client or Prospective Client. The Employee understands and acknowledges, however, that this non-solicitation obligation shall not apply if (i) the Client or Prospective Client chose to seek such Services from the Employee without the Employee having taken any steps to solicit its business, and (ii) the Employee has otherwise complied with the restrictive covenants set forth herein;or

(iii)solicit or communicate with any vendor, supplier, subcontractor, or partner of the Company and/or any of its Subsidiaries with which the Employee worked or about which the Employee received Confidential Information, at any time during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries, for the purpose of persuading or assisting such vendor, supplier, subcontractor, or partner to terminate, or modify to the detriment of the Company and/or any of its Subsidiaries, any business relationship with the Company and/or any of its Subsidiaries.

(c)(i)    Non-Competition. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Competition Period,the Employee shall not, without the express, prior written consent of the Company’s General Counsel, in the Restricted Area, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries, provide Restricted Services for or on behalf of a Competitor.

(i)Non-Competition Restriction in the Event of a Reduction in Force. In the event the Employee’s employment is terminated by the Company and/or any of its Subsidiaries due to a reduction in force, reorganization or similar type of restructuring, the Company and/or any of its Subsidiaries may choose to enforce the provisions of Section 6(c)(i) to the extent permitted by applicable law, including by providing the Employee additional salary, benefits, or severance pay (collectively “Severance Pay”) during the Non-Competition Period. If the Company and/or any of its Subsidiaries choose to make such an offer of Severance Pay, they may, in their discretion, condition the Employee’s receipt of Severance Pay on the Employee’s execution of a release of claims against the Company and/or any of its Subsidiaries.

(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota, or Nebraska, the Employee will not be subject to the terms of Section 6(c). In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 6 as set forth in this paragraph and choose the application of California law to Section 6 of this Agreement in

    8

accordance with California Labor Code §925. If this occurs, then the restrictions in Section 6(b) shall be deemed modified so that they only prohibit conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 6 of this Agreement.

(e)Notice of Post-Employment Activities. If the Employee accepts a position with a Competitor at any time within twenty-four months following termination of employment with the Company and/or any of its Subsidiaries, the Employee must promptly give written notice to the senior Human Resources manager for the business sector in which the Employee worked, with a copy to the Company’s General Counsel, and must provide the Company with the information it needs about the Employee’s new position to determine whether such position would likely lead to a violation of this Agreement (except that the Employee need not provide any information that would include the Competitor's confidential information or trade secrets). The Employee consents to the Company and/or any of its Subsidiaries notifying his or her new employer of the Employee’s rights and obligations under this Agreement.

(f)Compliance with Defend Trade Secrets Act; Other Protected Disclosure. The Employee acknowledges that he or she is hereby notified that, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833, the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Employee files a lawsuit for retaliation against the Company and/or any of its Subsidiaries for reporting a suspected violation of law, the Employee may disclose the trade secrets of the Company and/or any of its Subsidiaries to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Further, nothing in the Plan, or this Agreement will prevent Employee from (i) exercising any rights Employee may have under Section 7 of the National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Employee has reason to believe is unlawful.

(g)Inventions. The Employee acknowledges and agrees that as a function of the Employee’s employment with the Company and/or any of its Subsidiaries, the Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). The Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries,

    9

shall hold in trust for the sole benefit of the Company and/or any of its Subsidiaries, and hereby assigns exclusively to the Company without additional compensation or consideration to the Employee all the Employee’s rights, title and interest in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, without limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of the Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. The Employee will assist the Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of the Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during the last period of employment with the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee prior to employment with the Company and/or any of its Subsidiaries without using any equipment, supplies, facilities, services, or Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to the business of the Company and/or any of its Subsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any of its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, on the form set forth as Appendix D, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If the Employee has completed Appendix D, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any of its Subsidiaries may not necessarily agree with all of the Employee’s

    10

assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee has an interest at any time prior to or during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to use or incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such Invention, including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and the right to sublicense those rights to others.

(h)Copyrights. The Employee acknowledges and agrees that any and all copyrightable works prepared by him or her within the scope of the Employee’s employment by the Company and/or its Subsidiaries and/or its predecessors in interest shall be works made for hire, that the Company and/or its Subsidiaries shall own all rights under copyright in and to such works, and that the Company and/or its Subsidiaries shall be considered the author of all such works. If and to the extent that any jurisdiction should fail to deem any such work to be a work made for hire owned by the Company and/or any of its Subsidiaries, the Employee hereby irrevocably assigns to the Company and/or any of its Subsidiaries all rights, title and interest in and to such work, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, oral rights, and all rights corresponding thereto throughout the world. To the extent moral rights may not be assigned, the Employee hereby waives the benefit or protection of same, and waives all rights under the Visual Artists Rights Act.

(i)Injunctive Relief and Damages.

(i)Injunctive Relief. The Employee acknowledges and agrees that if the Employee were to breach, or threaten to breach, any of the covenants set forth in Section 6 hereof, the Company and/or any of its Subsidiaries would suffer immediate and irreparable harm and would therefore be entitled to specific performance through equitable relief, including injunctive relief, ordered by a court of appropriate jurisdiction, without the need to post any bond. The Employee therefore consents and stipulates to the entry of such injunctive relief in an appropriate court prohibiting the Employee from breaching this Agreement.

(ii)Damages. Nothing in this Section shall diminish the right of the Company and/or any of its Subsidiaries to claim and recover money damages, including the value and return of equity as provided in Section 6, in addition to injunctive relief or any other remedy provided by law or under this Agreement.

(j)Effect on Other Rights and Remedies. The rights of the Company set forth in this Section 6 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment,

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confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 6 hereof.

(k)Reasonableness, Reformation and Revival. The Employee agrees that the terms and conditions set forth in this Section 6 are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company and its Subsidiaries, including its Confidential Information and goodwill. The Employee further agrees that if the Employee violates the provisions of Sections 6(b) or 6(c) of this Agreement (if applicable) that the number of days that the Employee is in violation will be added to any periods of limitation on the activities specified herein. However, if the scope of any provision contained in Section 6 is too broadto permit enforcement of such provision to its full extent, then the Company and the Employee agree that, in accordance with Nevada law, the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, and enforce this Agreement as reformed or modified. Subject to the provisions of the foregoing sentence, whenever possible, each provision of this this Section 6 will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 6 is held to be prohibited by or invalid under applicable law, such provision, to the extent of such prohibition or invalidity, shall be deemed not to be a part of this Agreement, and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. The Employee specifically agrees that each provision and subsection of Section 6 is independent of and severable from the others, and may be enforced independently, which shall, as applicable, continue in full force and effect after the expiration or termination of this Agreement.

7.Registration of Units.

The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

8.Certain Corporate Transactions.

In the event that the outstanding securities of any class then comprising the RSU Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term “RSU Shares,” as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the RSU Shares, or into or for which the RSU Shares are so increased, decreased, exchanged or converted.

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9.Shareholder Rights.

The Employee shall have no rights of a shareholder with respect to RSU Shares subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Employee.

10.Assignment of Award.

Except as otherwise permitted by the Committee, the Employee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Employee’s rights under and interest in this Award may be made by the Employee other than by will or by the laws of descent and distribution.

11.Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147, United States of America; or

(b)by hand delivery or otherwise to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147, United States of America.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

12.Stock Certificates.

Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 12 have been complied with.

13.Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and/or any of its Subsidiaries, and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Employee may not assign any rights or obligations under this Agreement except to the extent and in the

    13

manner expressly permitted herein. Notwithstanding the foregoing, the rights and obligations of the Company and/or any of its Subsidiaries under this Agreement may, without the consent of the Employee, be assigned in whole or in part by the Company and/or any of its Subsidiaries, in their sole discretion, to any subsidiary, venture or affiliate of the Company or successor in interest to any portion of the business or assets of the Company and/or any of its Subsidiaries.

14.Plan.

The RSUs are granted pursuant to the Plan, as in effect on the Grant Date, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSUs or of any of the Employee’s rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until the RSUs are settled in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee.

15.No Employment Guaranteed.

No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company and/or its Subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company and/or its Subsidiaries, (c) affect the right of the Company and/or any of its Subsidiaries to terminate the employment of the Employee, with or without Cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company and/or its Subsidiaries other than the Plan. The Employee hereby acknowledges and agrees that the Company and/or any of its Subsidiaries may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Company and/or any of its Subsidiaries are parties to a written employment agreement that expressly provides otherwise.

16.Nature of Company Restricted Stock Unit Grants.

The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;

(b)the Company grants RSUs voluntarily and on an occasional basis, and the receipt of the RSUs by the Employee does not create any contractual or other right to receive any future grant of RSUs, or any benefits in lieu of a grant of RSUs, even if RSUs have been granted in the past;

(c)all decisions with respect to future grants of RSUs by the Company will be made in the sole discretion of the Company;

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(d)the Employee is voluntarily participating in the Plan;

(e)the future value of the RSUs and RSU Shares is unknown and cannot be predicted with certainty;

(f)the RSUs and RSU Shares, and the income from and value of same, are an extraordinary item which does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Employee’s employment or service contract, if any;

(g)the RSUs and the RSU Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(h)the RSUs and the RSU Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, any holiday pay, bonuses, long-service awards or pension or retirement or welfare benefits, or any similar payments;

(i)unless otherwise agreed with the Company, the RSUs and the RSU Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary; and

(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Employee’s employment (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or providing services or the terms of the Employee’s employment or service agreement, if any).

17.Governing Law; Consent to Jurisdiction; Venue.

Except as otherwise provided in Sections 5 and 6, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, shall be brought exclusively in the state or federal courts in the State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts and waive any objection to venue in such courts, whether on the basis of the doctrine of “forum non conveniens” or otherwise. If the Employee has received this or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.

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18.Entire Agreement; Amendment and Waivers.

This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. Notwithstanding the foregoing, should the Employee and the Company and/or any of its Subsidiaries be parties to another agreement with provisions regarding confidentiality, non-disclosure, non-competition, non-solicitation of clients, prospective clients or employees, and all related definitions thereof, or any other restrictive covenants included in this Agreement, such similar provisions of any other such agreement shall remain in full force and effect. Except as set forth in Section 21 or Section 23, none of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated. Any failure or delay on the part of either party to exercise any remedy or right under this Agreement shall not operate as a waiver. The failure of either party to require performance of any of the terms, covenants, or provisions of this Agreement by the other party shall not constitute a waiver of any of the rights under the Agreement. No forbearance by either party to exercise any rights or privileges under this Agreement shall be construed as a waiver, but all rights and privileges shall continue in effect as if no forbearance had occurred. No covenant or condition of this Agreement may be waived except by the written consent of the waiving party.

19.Section 409A Compliance.

Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).

Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular:

(a)if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and

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(b)if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then:

(i)upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and

(ii)the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 19, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.

20.     No Advice Regarding RSUs.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of RSU Shares. The Employee should consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan.

21.     Compliance with Law.

Notwithstanding any other provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the RSU Shares, the Company shall not be required to deliver any RSU Shares issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the RSU Shares under any federal, state, or local securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining approval or other clearance from any federal, state, or local governmental agency, which registration, qualification, or approval the Company shall, in its absolute discretion deem necessary or advisable. The Employee understands that the Company is under no obligation to register or qualify the RSU Shares with the SEC or any state

    17

securities commission or to seek approval or clearance from any governmental authority for the issuance or the sale of the RSU Shares. Further, the Employee agrees that the Company shall have unilateral authority to amend this Agreement without the Employee’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of RSU Shares.

22.     Electronic Delivery and Participation.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

23.     Insider Trading/Market Abuse Laws.

The Employee acknowledges that the Employee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Employee’s ability to accept, acquire, sell, or otherwise dispose of shares of Common Stock, rights to shares of Common Stock, or rights linked to the value of shares of Common Stock (e.g., phantom awards, futures) during such times as the Employee is considered to have “inside information” regarding the Company (as defined by applicable laws or regulations). Insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee places before possessing inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Employee should speak to his or her personal advisor on this matter.

24.     Severability.

The provisions of the Agreement are severable and any provision of the Agreement which is invalid, illegal or unenforceable, in whole or in part, in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of the Agreement invalid, illegal or unenforceable in any other jurisdiction.

25.     Imposition of Other Requirements.

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The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the RSUs and on any RSU Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD A REASONABLE OPPORTUNITY TO DO SO, AND THAT EMPLOYEE EITHER HAS CONSULTED, OR ON EMPLOYEE’S OWN VOLITION CHOSEN NOT TO CONSULT, WITH SUCH COUNSEL.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

EMPLOYEE                    DXC TECHNOLOGY COMPANY

/s/ Zafar Hasan

____________________________________ ____________________________________

«Name_x»

By: Zafar Hasan

Senior Vice President, Deputy General Counsel and Board Secretary                

The Employee acknowledges receipt of the Plan and a Prospectus relating to this Award, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

___________________________________________

«Name_x»

ACCEPTANCE DATE

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Exhibit 10.34

Appendix A

1.Definitions.

For purposes of this Agreement:

(a) “Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company or its affiliates; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(b)“Client” means:

(i) any individual, business entity or other enterprise with respect to which the Employee provided solutions, products, and/or services of the Company and/or any of its Subsidiaries (“Services”) during the 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries;

(ii) any individual, business entity or other enterprise with which the Employee transacted business on behalf of the Company and/or any of its Subsidiaries during 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries; and

(iii) any individual, business entity or other enterprise with respect to which the Employee possessed Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries.

(c)“Competitor” means:

(i) an individual, business entity or other enterprise engaged or having publicly announced its intent to engage in business that is substantially similar to the business of the Company and/or any of its Subsidiaries; and

(ii) an individual, business entity or other enterprise that offers solutions, products and/or services capable of displacing any Services provided by the Company and/or any of its Subsidiaries and/or any of its Subsidiaries to any of its clients.

For purposes of this Agreement, the parties specifically agree (i) that the Company and/or any of its Subsidiaries are engaged in the business of providing technology-enabled solutions, products and services; (ii) that the Services and capabilities of the Company and/or its Subsidiaries include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting; and (iii) that the Company

and/or its Subsidiaries actively solicits business from, and provides Services to, clients located throughout the United States and the world.

(d) “Confidential Information” means all confidential and/or proprietary business information and data, trade secrets, patents, copyrights, sales and financial data, pricing information, methods, technical information, and know-how information of the Company and/or any of its Subsidiaries relating to the business plans and strategies of the Company and/or any of its Subsidiaries including, but not limited to, information which is marked and/or defined as restricted information (such as DXC Confidential, DXC Internal Use Only, Financial Information, or Controlled Information), or otherwise prohibited from disclosure by the Company’s Confidential Information Policy and/or Code of Business Conduct. Confidential Information generally refers to information about or belonging to the Company and/or any of its Subsidiaries or third parties that is not publicly available and could cause harm if it was disclosed without permission. Examples include information about existing and proposed business ventures; corporate strategies; engineering ideas; pricing schedules; information that requires a security clearance to access; customers and/or prospects names and lists; marketing plans and procedures; research and development plans; methods of doing business (both technical and non-technical); information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products that the Company and/or any of its Subsidiaries has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future; hardware and database technologies or technological information; designs, process and systems information; confidential intellectual property; employee staffing and compensation information; and any other confidential or proprietary information which relates to the business of the Company and/or its Subsidiaries or to the business of any Client or Prospective Client or vendor of the Company and/or its Subsidiaries or any other party with whom the Company and/or any of its Subsidiaries agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not. Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, or (iv) disclosed without similar restrictions by the Company and/or any of its Subsidiaries to a third party (other than an affiliate or customer of the Company and/or any of its Subsidiaries).

(e)“Employer” shall mean the Employee’s employer.

(f) “Non-Competition Period” means the time of the Employee’s employmentand a period of 12 months following the termination of the Employee’s employment for any reason.

(g)“Non-Solicitation Period” means the time of the Employee’s employmentand a period of 24 months following the termination of the Employee’s employment for any reason.

(h)“Prospective Client” means any individual, business entity or other enterprise which is not a Client but (a) whose business the Company and/or any of its

    2

Subsidiaries had solicited at any time during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason, and (b) concerning which solicitation the Employee obtained the Company’s and/or any of its Subsidiaries’ Confidential Information.

(i)“Restricted Area” means:

(i) any geographic area in the world for which the Employee had job responsibilities during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason;

(ii) any geographic area in the world where the Company and/or any of its Subsidiaries engages in business activities and about which business the Employee obtained Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason; and

(iii) any geographic area in the world from which the Employee, by engaging in business, can threaten the legitimate business interests of the Company and/or any of its Subsidiaries in (i) preserving its client relationships and goodwill, and (ii) protecting its Confidential Information from misuse and/or disclosure.

(j)“Restricted Services” means:

(i) job duties or other business-related activities that are the same as or substantially similar to the job duties or business-related activities in which the Employee participated for the Company and/or any of its Subsidiaries in the 24-month period prior to the termination of the Employee’s employment for any reason; and

(ii) job duties or other business-related activities in which the Employee could reasonably be expected to use or disclose, intentionally or inadvertently, Confidential Information that the Employee received during the 12-month period prior to the termination of the Employee’s employment for any reason.

(k)“RSU Shares” shall mean the number of shares of Common Stock to be delivered upon settlement of the RSUs.

(l)“Scheduled Settlement Date” shall mean the date that is as soon as practicable after the date upon which the Company calculates the performance results for the Performance Period pursuant to Appendix C, but in no event later than the date which is 2.5 months after such date.

(m)“Settlement Date” shall mean, with respect to each RSU Share, the date upon which the RSU was settled by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as defined in Section 4).

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Exhibit 10.34

Appendix B

1.Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or any of its Subsidiaries and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock units and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data, in electronic or other form, to employees of the Company and/or any of its Subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any RSU Shares issued in settlement of the RSUs; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data;

(iv)request a list with the names and addresses of any potential recipients of the Data; and

(v)under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.

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APPENDIX C

PERFORMANCE SCALE

[***]

APPENDIX D – EXCLUDED INVENTIONS

Below is a list of inventions that I believe are subject to exclusion pursuant to the terms of Paragraph 6(g) of my Fiscal 2025-27 Performance-Based Restricted Stock Unit Award Agreement.

I understand that, after filling out this form, I must sign it and return it to the DXC Stock Plan Administration (“SPA”) team at stockplanadmin@dxc.com with the subject line “FY25 PSU Grant – Excluded Inventions Form.”

Title  Date Identifying Number
or Brief Description

Signature_________________________________

Name: ___________________________________

Location: ________________________________

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EX-10.38

Exhibit 10.38

DXC TECHNOLOGY COMPANY

2017 OMNIBUS INCENTIVE PLAN

SERVICE BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

1.Grant of Award.

This Agreement (“Agreement”) is made and entered into as of «Grant_Date_x» (the “Grant Date”) by and between DXC Technology Company, a Nevada corporation (the “Company”), and «Name_x», a full-time employee of the Company and/or one or more of its Subsidiaries (the “Employee”).

This Agreement granting the Employee an award of restricted stock units under the Plan (the “Award”) shall be subject to all of the terms and conditions set forth in the DXC Technology Company 2017 Omnibus Incentive Plan (the “Plan”) and this Agreement. Except as defined herein or in Appendix A, capitalized terms shall have the same meanings ascribed to them under the Plan.

This Award is subject to the data privacy provisions set forth in Appendix B. Appendix A, Appendix B, and Appendix C constitute part of the Agreement.

Award Granted: «Shares_Granted_x» Restricted Stock Units (the “RSUs”)

Upon each of the dates indicated below (each, a “Vesting Date”), subject to the terms and conditions set forth herein, the RSUs shall vest with respect to the number indicated below across from such date:

Number of RSUs VestingDate

        1/3 of the RSUs Granted    1st Anniversary of the Grant Date

    1/3 of the RSUs Granted    2nd Anniversary of the Grant Date

    1/3 of the RSUs Granted    3rd Anniversary of the Grant Date

2.Settlement of RSUs.

(a)The RSUs shall be settled by the Company delivering to the Employee (or after the Employee’s death, the beneficiary designated by the Employee for such purpose), on the applicable Scheduled Settlement Date, a number of RSU Shares equal to the number of RSUs vesting on such date, together with any related Dividend Equivalents.

(b)Except as otherwise provided in this Agreement, the RSUs shall be settled on the applicable Scheduled Settlement Date.

(c)Any RSU Shares the Employee receives in settlement of the RSUs shall be subject to any holding period requirements or other restrictions set forth in the Company’s stock ownership guidelines applicable to the Employee, as in effect from time to time. The Employee acknowledges that he or she may be prohibited from selling or otherwise disposing of such RSU Shares while subject to such guidelines.

3.Effect of Termination of Employment; Approved Termination; Change in Control; Recoupment and Forfeiture.

(a)Age 55 or Older Other than for Cause, death or Disability with at least 5 Years of Service; Approved Termination. If, prior to the settlement of the RSUs in full:

(i)the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated at age 55 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its Subsidiaries for at least 5 years immediately prior to the date of termination of employment status, then (1) if such termination occurs on or after the first anniversary of the Grant Date, then the RSUs shall remain outstanding and shall be settled on the applicable Scheduled Settlement Date(s), or (2) if such termination occurs prior to the first anniversary of the Grant Date, then on the next Scheduled Settlement Date, the Company shall settle a portion of the unsettled RSUs and any related Dividend Equivalents, with such portion of the RSUs settled being determined by multiplying (x) the total number of RSUs granted under this Award by (y) a fraction, the numerator of which is the number of full months of continuous service with the Company or its Subsidiaries that the Employee has completed since the Grant Date and the denominator of which is thirty six (36); or

(ii)the Employee is not eligible for the treatment set forth in Section 3(a)(i) above, and Employee’s status as an employee of the Company or any of its Subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 3(a), then, on the next Scheduled Settlement Date, the Company shall settle a portion of the remaining unsettled RSUs and any related Dividend Equivalents. The portion of the RSUs settled will be determined by multiplying (x) the total number of RSUs granted under this Award by (y) a fraction, the numerator of which is the number of full months of continuous service with the Company or its Subsidiaries that the Employee has completed since the Grant Date and the denominator of which is the total number of full months from the Grant Date until the last scheduled Vesting Date under the Award, and then subtracting from the resulting product the total number of RSUs granted under this Award, if any, that have vested and been settled prior to the Employment Termination Date.

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The portion of the RSUs not eligible to be settled in accordance with this section and any related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date.

(b)Leave of Absence. If, prior to the settlement of the RSUs in full, the Employee is granted a leave of absence (including a military leave of absence), the Employee and the Company each reasonably anticipate that the Employee will return to active employment and either (x) the leave of absence is to be for not more than six months or (y) at all times during the leave of absence the Employee has a statutory or contractual right to return to work, then:

(i)while on leave of absence the Employee shall be treated as if he were an active employee;

(ii)if the Employee’s leave of absence is terminated and the Employee does not timely return to active employment, the date of the end of the leave of absence shall be treated as the Employment Termination Date;

(iii)if the Employee’s leave of absence is terminated and the Employee timely returns to active employment, he shall be treated as if active employment had continued uninterrupted during the leave of absence; and

(iv)if a Scheduled Settlement Date occurs during the Employee’s leave of absence, the applicable number of RSUs and any related Dividend Equivalents shall be settled on such date.

(c)Death or Disability.

(i)Notwithstanding anything to the contrary in this Agreement, if, prior to the settlement in full of the RSUs, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of death of the Employee, then, one calendar month after such death, the Company shall complete the settlement in full of the remaining unsettled RSUs and any related Dividend Equivalents.

(ii)If, prior to the settlement in full of the RSUs, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of the Disability of the Employee, then, one calendar month after the Employment Termination Date, the Company shall complete the settlement in full of the remaining unsettled RSUs and any related Dividend Equivalents.

(iii)If settlement is by reason of termination due to death, settlement shall be to the beneficiary designated by the Employee for such purpose.

(d)Cancellation of RSUs upon Other Termination of Employment. If, prior to the settlement in full of the RSUs, the Employee’s status as an employee of the Company or any of its Subsidiaries is voluntarily or involuntarily terminated other than pursuant to Section 3(a) or

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(c) hereof, then the remaining unsettled RSUs and all related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date.

(e)Change in Control. Upon a Change in Control that occurs while the Employee is employed by the Company or its Subsidiaries, the RSUs shall, subject to Section 18 of the Plan, continue to vest based on the Employee’s continued employment with the Company (including any successor to the Company resulting from the Change in Control) and its Subsidiaries in accordance with the vesting schedule set forth in Section 2 and all other terms and conditions of this Agreement; provided, however, that if, on or within two (2) years after the date of the Change in Control and prior to when the RSUs have been settled in full, the Employee experiences a Qualifying Termination Without Cause, or the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated as a result of the Employee’s death or Disability or pursuant to Section 3(a) above, then any unvested RSUs (and any related Dividend Equivalents) shall automatically vest in full as of the Employment Termination Date and shall be settled on or as soon as administratively practicable (but, subject to Section 19 below, in no event later than 2.5 months) after the Employment Termination Date. For purposes of the preceding sentence, a “Qualifying Termination Without Cause” shall mean the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated by the Company without Cause at a time when the Employee is meeting performance expectations, as determined by the Company in its sole discretion.

(f)Recoupment and Forfeiture. Settlement of all or a portion of the Award pursuant to this Section 3 is subject to the forfeiture provisions of this Section 3. Settlement of all or a portion of the Award is subject to recoupment by the Company pursuant to Section 5.

(g)Termination Date. The Employment Termination Date shall occur (regardless of the reason of termination and whether or not the termination was in breach of applicable labor laws or the Employee’s employment contract, if any) effective as of the date that the Employee is no longer actively providing services and will not be extended by any notice period mandated under applicable law or contractual right. The Committee shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the RSUs (including whether the Employee may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, except as set forth in Section 3(a), the Employee is not entitled to pro-rata vesting of any RSUs if the Employee is employed for only a portion of the vesting period, but no longer employed on the respective Vesting Date.

4.Withholding and Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant, vesting or settlement of the RSUs pursuant to this Agreement (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the “Withholding Date”), then the Employee shall pay to the

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Company on the Withholding Date, the aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the “Withholding Liability”), which payment shall be made by the automatic cancellation by the Company of a portion of the RSU Shares; provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); and provided further that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon settlement of the RSUs; and provided further, however, that the Employee may, on or before the Withholding Date, irrevocably elect to instead pay to the Company, by check or wire transfer delivered or made within one business day after the Withholding Date, an amount equal to or greater than the Withholding Liability.

(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to Taxes.

5.Recoupment and Forfeiture – Detrimental Activity.

(a)Refund of Stock Value. If the Employee engages in Detrimental Activity (as defined below in Section 5(c)) during the time periods set forth in each provision of Section 5(c), then, if the RSUs were settled within the period beginning on the date which is one year prior to the earlier of (i) the Employment Termination Date and (ii) the occurrence of such event, and ending on the occurrence of such event, the Employee shall immediately deliver to the Company an amount in cash equal to the (i) aggregate Fair Market Value, determined as of such Settlement Date, of all RSU Shares which were delivered to the Employee or cancelled in payment of Taxes on such Settlement Date and (ii) Dividend Equivalents paid to the Employee in respect of those RSU Shares.

(b)Forfeiture of RSUs. If the Employee engages in Detrimental Activity prior to the final Settlement Date for the RSUs, all remaining unsettled RSUs and related Dividend Equivalents shall be terminated and forfeited.

(c)For purposes of this Agreement, “Detrimental Activity” shall mean any of the following:

(i)engaging, directly or indirectly, in any business activity (A) competitive with the activity of the Company and/or any of its Subsidiaries, or (B) in conflict with the interests of the Company and/or any of its Subsidiaries during the term of employment and a period of two years thereafter;

(ii)at any time willfully disclosing, other than in the course of the business of Company and/or its Subsidiaries, to any third party trade secret or other confidential material or information belonging to the Company and/or any of its Subsidiaries;

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(iii)at any time failing to abide by Employee’s contractual obligations to assign all intellectual property to the Company and/or any of its Subsidiaries;

(iv)failing to abide by any other contractual obligations to the Company and/or any of its Subsidiaries, as set forth in those contracts (including Section 6 below), including (A) obligations not to solicit employees of the Company and/or any of its Subsidiaries to perform services for others, and (B) obligations not to solicit business from clients, vendors or business partners of the Company and/or any of its Subsidiaries;

(v)engaging during the term of employment in any action that warrants or results in termination of Employee’s employment for “Cause,” as defined in Appendix A;

(vi)any other willful action determined by the Company to be injurious, detrimental or prejudicial to any of the interests of the Company and/or any of its Subsidiaries during the term of employment and a period of two years thereafter.

(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota or Nebraska, Section 5(c)(i) of the definition of Detrimental Conduct shall not apply. In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 5 and choose the application of California law to Section 5 of this Agreement in accordance with California Labor Code §925. If this occurs, then Section 5(c)(iv) of the definition of Detrimental Activity shall be deemed modified so that it only prohibits conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries; provided, however, that the Company and/or any of its Subsidiaries shall continue to retain all of their rights in trade secrets and nothing in this Agreement shall be construed eliminate, reduce or adversely affect the rights that the Company and/or any of its Subsidiaries would otherwise have related to the protection of their trade secrets absent this Agreement. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 5 of this Agreement.

(e)As an additional condition of receiving this Award, the Employee agrees and acknowledges that the Award shall be subject to repayment to the Company in whole or in part in the event of a financial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company and applicable to the Employee.

6.Employee Covenants.

(a)Non-Disclosure and Non-Use of Confidential Information. The Company and/or any of its Subsidiaries shall provide the Employee with access to Confidential Information in the course of performance of the Employee’s duties. Except for in performance of the Employee’s duties for the Company and/or any of its Subsidiaries, the Employee agrees not to

    6

disclose, use, copy, take, download, upload, duplicate or otherwise permit the use, disclosure, copying, taking, downloading, uploading, or duplication of any Confidential Information during or following his/her employment with the Company and/or any of its Subsidiaries. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. The Employee shall promptly report to the Company and/or any of its Subsidiaries any actual or suspected violation of confidentiality obligations toward the Company and/or any of its Subsidiaries and will take all reasonable further steps requested by the Company and/or any of its Subsidiaries to prevent, control or remedy any such violation. The Employee acknowledges and agrees that the Employee shall have no ownership or privacy interest in materials or information that is stored on or transmitted using property or equipment or rights leased, licensed or owned by the Company and/or any of its Subsidiaries, even if the Employee claims an ownership or privacy interest in such materials or information. The Employee agrees that to any extent that the Employee uses the Company’s and/or any of its Subsidiaries’ resources for such materials and information, the Employee forfeits any privacy and ownership interest in them and agrees that they shall be subject to ownership, access, use and disclosure by the Company and/or any of its Subsidiaries at any time without notice to or further consent of the Employee.

(b)Non-Solicitation of the Company’s Employees, Clients, and Prospective Clients. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Solicitation Period, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage, in the Restricted Area, in any of the conduct described below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries:

(i)solicit (or contact in any manner which could reasonably be construed as solicitation), hire or employ, attempt to hire or employ, retain as or attempt to retain as a consultant or an independent contractor, any current employee of the Company and/or any of its Subsidiaries or any person who was an employee of the Company and/or any of its Subsidiaries within the 6-month period preceding such solicitation, contact, hiring or employment, or attempted hiring or employment;

(ii)solicit (or contact in any manner which could reasonably be construed as solicitation) any Client or Prospective Client for the purpose of selling or providing solutions, products and/or services competitive with Services provided by or offered by the Company and/or any of its Subsidiaries, or divert or cause a reduction in the business between the Company and/or any of its Subsidiaries and any Client or Prospective Client. The Employee understands and acknowledges, however, that this non-solicitation obligation shall not apply if (i) the Client or Prospective Client chose to seek such Services from the Employee without the Employee having taken any steps to solicit its business, and

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(ii) the Employee has otherwise complied with the restrictive covenants set forth herein; or

(iii)solicit or communicate with any vendor, supplier, subcontractor, or partner of the Company and/or any of its Subsidiaries with which the Employee worked or about which the Employee received Confidential Information, at any time during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries, for the purpose of persuading or assisting such vendor, supplier, subcontractor, or partner to terminate, or modify to the detriment of the Company and/or any of its Subsidiaries, any business relationship with the Company and/or any of its Subsidiaries.

(c)(i)    Non-Competition. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Competition Period,the Employee shall not, without the express, prior written consent of the Company’s General Counsel, in the Restricted Area, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries, provide Restricted Services for or on behalf of a Competitor.

(i)Non-Competition Restriction in the Event of a Reduction in Force. In the event the Employee’s employment is terminated by the Company and/or any of its Subsidiaries due to a reduction in force, reorganization or similar type of restructuring, the Company and/or any of its Subsidiaries may choose to enforce the provisions of Section 6(c)(i) to the extent permitted by applicable law, including by providing the Employee additional salary, benefits, or severance pay (collectively “Severance Pay”) during the Non-Competition Period. If the Company and/or any of its Subsidiaries choose to make such an offer of Severance Pay, they may, in their discretion, condition the Employee’s receipt of Severance Pay on the Employee’s execution of a release of claims against the Company and/or any of its Subsidiaries.

(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota, or Nebraska, the Employee will not be subject to the terms of Section 6(c). In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 6 as set forth in this paragraph and choose the application of California law to Section 6 of this Agreement in accordance with California Labor Code §925. If this occurs, then the restrictions in Section 6(b) shall be deemed modified so that they only prohibit conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 6 of this Agreement.

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(e)Notice of Post-Employment Activities. If the Employee accepts a position with a Competitor at any time within twenty-four months following termination of employment with the Company and/or any of its Subsidiaries, the Employee must promptly give written notice to the senior Human Resources manager for the business sector in which the Employee worked, with a copy to the Company's General Counsel, and must provide the Company with the information it needs about the Employee’s new position to determine whether such position would likely lead to a violation of this Agreement (except that the Employee need not provide any information that would include the Competitor's confidential information or trade secrets). The Employee consents to the Company and/or any of its Subsidiaries notifying his or her new employer of the Employee’s rights and obligations under this Agreement.

(f)Compliance with Defend Trade Secrets Act; Other Protected Disclosures. The Employee acknowledges that he or she is hereby notified that, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833, the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Employee files a lawsuit for retaliation against the Company and/or any of its Subsidiaries for reporting a suspected violation of law, the Employee may disclose the trade secrets of the Company and/or any of its Subsidiaries to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Further, nothing in the Plan, or this Agreement will prevent Employee from (i) exercising any rights Employee may have under Section 7 of the National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Employee has reason to believe is unlawful.

(g)Inventions. The Employee acknowledges and agrees that as a function of the Employee’s employment with the Company and/or any of its Subsidiaries, the Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). The Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any of its Subsidiaries, and hereby assigns exclusively to the Company without additional compensation or consideration to the Employee all the Employee’s rights, title and interest in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, without limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual

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property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of (a) the assignment of all rights of the Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney-in-fact, to act for and in the Employee’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. The Employee will assist the Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of the Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during the last period of employment with the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee prior to employment with the Company and/or any of its Subsidiaries without using any equipment, supplies, facilities, services, or Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to the business of the Company and/or any of its Subsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any of its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, on the form set forth as Appendix C, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If the Employee has completed Appendix C, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any of its Subsidiaries may not necessarily agree with all of the Employee’s assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee has an interest at any time prior to or during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to use or

    10

incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such Invention, including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and the right to sublicense those rights to others.

(h)Copyrights. The Employee acknowledges and agrees that any and all copyrightable works prepared by him or her within the scope of the Employee’s employment by the Company and/or its Subsidiaries and/or its predecessors in interest shall be works made for hire, that the Company and/or its Subsidiaries shall own all rights under copyright in and to such works, and that the Company and/or its Subsidiaries shall be considered the author of all such works. If and to the extent that any jurisdiction should fail to deem any such work to be a work made for hire owned by the Company and/or any of its Subsidiaries, the Employee hereby irrevocably assigns to the Company and/or any of its Subsidiaries all rights, title and interest in and to such work, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, oral rights, and all rights corresponding thereto throughout the world. To the extent moral rights may not be assigned, the Employee hereby waives the benefit or protection of same, and waives all rights under the Visual Artists Rights Act.

(i)Injunctive Relief and Damages.

(i)Injunctive Relief. The Employee acknowledges and agrees that if the Employee were to breach, or threaten to breach, any of the covenants set forth in Section 6 hereof, the Company and/or any of its Subsidiaries would suffer immediate and irreparable harm and would therefore be entitled to specific performance through equitable relief, including injunctive relief, ordered by a court of appropriate jurisdiction, without the need to post any bond. The Employee therefore consents and stipulates to the entry of such injunctive relief in an appropriate court prohibiting the Employee from breaching this Agreement.

(ii)Damages. Nothing in this Section shall diminish the right of the Company and/or any of its Subsidiaries to claim and recover money damages, including the value and return of equity as provided in Section 5, in addition to injunctive relief or any other remedy provided by law or under this Agreement.

(j)Effect on Other Rights and Remedies. The rights of the Company set forth in this Section 6 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 6 hereof.

(k)Reasonableness, Reformation and Revival. The Employee agrees that the terms and conditions set forth in this Section 6 are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company and its Subsidiaries, including its Confidential Information and goodwill. The Employee further agrees

    11

that if the Employee violates the provisions of Sections 6(b) or 6(c) of this Agreement (if applicable) that the number of days that the Employee is in violation will be added to any periods of limitation on the activities specified herein. However, if the scope of any provision contained in Section 6 is too broadto permit enforcement of such provision to its full extent, then the Company and the Employee agree that, in accordance with Nevada law, the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, and enforce this Agreement as reformed or modified. Subject to the provisions of the foregoing sentence, whenever possible, each provision of this this Section 6 will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 6 is held to be prohibited by or invalid under applicable law, such provision, to the extent of such prohibition or invalidity, shall be deemed not to be a part of this Agreement, and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. The Employee specifically agrees that each provision and subsection of Section 6 is independent of and severable from the others, and may be enforced independently, which shall, as applicable, continue in full force and effect after the expiration or termination of this Agreement.

7.Registration of Units.

The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

8.Certain Corporate Transactions.

In the event that the outstanding securities of any class then comprising the RSU Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term “RSU Shares,” as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the RSU Shares, or into or for which the RSU Shares are so increased, decreased, exchanged or converted.

9.Shareholder Rights.

The Employee shall have no rights of a shareholder with respect to RSU Shares subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Employee.

10.Assignment of Award.

Except as otherwise permitted by the Committee, the Employee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Employee’s rights under

    12

and interest in this Award may be made by the Employee other than by will or by the laws of descent and distribution.

11.Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147, United States of America; or

(b)by hand delivery or otherwise to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147, United States of America.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

12.Stock Certificates.

Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 12 have been complied with.

13.Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and/or any of its Subsidiaries, and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Employee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein. Notwithstanding the foregoing, the rights and obligations of the Company and/or any of its Subsidiaries under this Agreement may, without the consent of the Employee, be assigned in whole or in part by the Company and/or any of its Subsidiaries, in their sole discretion, to any subsidiary, venture or affiliate of the Company or successor in interest to any portion of the business or assets of the Company and/or any of its Subsidiaries.

14.Plan.

The RSUs are granted pursuant to the Plan, as in effect on the Grant Date, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to

    13

time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSUs or of any of the Employee’s rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until the RSUs are settled in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee.

15.No Employment Guaranteed.

No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company and/or its Subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company and/or its Subsidiaries, (c) affect the right of the Company and/or any of its Subsidiaries to terminate the employment of the Employee, with or without Cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company and/or its Subsidiaries other than the Plan. The Employee hereby acknowledges and agrees that the Company and/or any of its Subsidiaries may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Company and/or any of its Subsidiaries are parties to a written employment agreement that expressly provides otherwise.

16.Nature of Company Restricted Stock Unit Grants.

The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;

(b)the Company grants RSUs voluntarily and on an occasional basis, and the receipt of the RSUs by the Employee does not create any contractual or other right to receive any future grant of RSUs, or any benefits in lieu of a grant of RSUs, even if RSUs have been granted in the past;

(c)all decisions with respect to future grants of RSUs by the Company will be made in the sole discretion of the Company;

(d)the Employee is voluntarily participating in the Plan;

(e)the future value of the RSUs and the RSU Shares is unknown and cannot be predicted with certainty;

(f)the RSUs and RSU Shares, and the income from and value of same, are an extraordinary item which does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Employee’s employment or service contract, if any;

    14

(g)the RSUs and the RSU Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(h)the RSUs and the RSU Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, any holiday pay, bonuses, long-service awards or pension or retirement or welfare benefits, or any similar payments;

(i)unless otherwise agreed with the Company, the RSUs and the RSU Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary; and

(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Employee’s employment (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or providing services or the terms of the Employee’s employment or service agreement, if any).

17.Governing Law; Consent to Jurisdiction; Venue.

Except as otherwise provided in Sections 5 and 6, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, shall be brought exclusively in the state or federal courts in the State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts and waive any objection to venue in such courts, whether on the basis of the doctrine of “forum non conveniens” or otherwise. If the Employee has received this or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.

18.Entire Agreement; Amendment and Waivers.

This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. Notwithstanding the foregoing, should the Employee and the Company and/or any of its Subsidiaries be parties to another agreement with provisions regarding confidentiality, non-disclosure, non-competition, non-solicitation of clients, prospective clients or employees, and all related definitions thereof, or any other restrictive covenants included in this Agreement, such similar provisions of any other such agreement shall remain in full force and effect. Except as set forth in Section 21 or Section 23, none of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto

    15

specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated. Any failure or delay on the part of either party to exercise any remedy or right under this Agreement shall not operate as a waiver. The failure of either party to require performance of any of the terms, covenants, or provisions of this Agreement by the other party shall not constitute a waiver of any of the rights under the Agreement. No forbearance by either party to exercise any rights or privileges under this Agreement shall be construed as a waiver, but all rights and privileges shall continue in effect as if no forbearance had occurred. No covenant or condition of this Agreement may be waived except by the written consent of the waiving party.

19.Section 409A Compliance.

Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).

Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular:

(a)if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and

(b)if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then:

(i)upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and

(ii)the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and

    16

irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 19, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.

20.No Advice Regarding RSUs.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of RSU Shares. The Employee should consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan.

21.Compliance with Law.

Notwithstanding any other provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the RSU Shares, the Company shall not be required to deliver any RSU Shares issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the RSU Shares under any federal, state, or local securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining approval or other clearance from any federal, state, or local governmental agency, which registration, qualification, or approval the Company shall, in its absolute discretion deem necessary or advisable. The Employee understands that the Company is under no obligation to register or qualify the RSU Shares with the SEC or any state securities commission or to seek approval or clearance from any governmental authority for the issuance or the sale of the RSU Shares. Further, the Employee agrees that the Company shall have unilateral authority to amend this Agreement without the Employee’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of RSU Shares.

22.Electronic Delivery and Participation.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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23.Insider Trading/Market Abuse Laws.

The Employee acknowledges that the Employee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Employee’s ability to accept, acquire, sell, or otherwise dispose of shares of Common Stock, rights to shares of Common Stock, or rights linked to the value of shares of Common Stock (e.g., phantom awards, futures) during such times as the Employee is considered to have “inside information” regarding the Company (as defined by applicable laws or regulations). Insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee places before possessing inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Employee should speak to his or her personal advisor on this matter.

24.Severability.

The provisions of the Agreement are severable and any provision of the Agreement which is invalid, illegal or unenforceable, in whole or in part, in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of the Agreement invalid, illegal or unenforceable in any other jurisdiction.

25.Imposition of Other Requirements.

The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the RSUs and on any RSU Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD A REASONABLE OPPORTUNITY TO DO SO, AND THAT EMPLOYEE EITHER HAS CONSULTED, OR ON EMPLOYEE’S OWN VOLITION CHOSEN NOT TO CONSULT, WITH SUCH COUNSEL.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

EMPLOYEE                    DXC TECHNOLOGY COMPANY

____________________________________ ____________________________________

«Name_x»

By: Zafar Hasan

Senior Vice President, Deputy General Counsel and Board Secretary                

The Employee acknowledges receipt of the Plan and a Prospectus relating to this Award, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

___________________________________________

«Name_x»

ACCEPTANCE DATE

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Exhibit 10.38

Appendix A

1.Definitions.

For purposes of this Agreement:

(a) “Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company or its affiliates; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(b)“Client” means:

(i) any individual, business entity or other enterprise with respect to which the Employee provided solutions, products, and/or services of the Company and/or any of its Subsidiaries (“Services”) during the 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries;

(ii) any individual, business entity or other enterprise with which the Employee transacted business on behalf of the Company and/or any of its Subsidiaries during 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries; and

(iii) any individual, business entity or other enterprise with respect to which the Employee possessed Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries.

(c)“Competitor” means:

(i) an individual, business entity or other enterprise engaged or having publicly announced its intent to engage in business that is substantially similar to the business of the Company and/or any of its Subsidiaries; and

(ii) an individual, business entity or other enterprise that offers solutions, products and/or services capable of displacing any Services provided by the Company and/or any of its Subsidiaries and/or any of its Subsidiaries to any of its clients.

For purposes of this Agreement, the parties specifically agree (i) that the Company and/or any of its Subsidiaries are engaged in the business of providing technology-enabled solutions, products and services; (ii) that the Services and capabilities of the Company and/or its Subsidiaries include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting; and (iii) that the Company

and/or its Subsidiaries actively solicits business from, and provides Services to, clients located throughout the United States and the world.

(d) “Confidential Information” means all confidential and/or proprietary business information and data, trade secrets, patents, copyrights, sales and financial data, pricing information, methods, technical information, and know-how information of the Company and/or any of its Subsidiaries relating to the business plans and strategies of the Company and/or any of its Subsidiaries including, but not limited to, information which is marked and/or defined as restricted information (such as DXC Confidential, DXC Internal Use Only, Financial Information, or Controlled Information), or otherwise prohibited from disclosure by the Company’s Confidential Information Policy and/or Code of Business Conduct. Confidential Information generally refers to information about or belonging to the Company and/or any of its Subsidiaries or third parties that is not publicly available and could cause harm if it was disclosed without permission. Examples include information about existing and proposed business ventures; corporate strategies; engineering ideas; pricing schedules; information that requires a security clearance to access; customers and/or prospects names and lists; marketing plans and procedures; research and development plans; methods of doing business (both technical and non-technical); information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products that the Company and/or any of its Subsidiaries has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future; hardware and database technologies or technological information; designs, process and systems information; confidential intellectual property; employee staffing and compensation information; and any other confidential or proprietary information which relates to the business of the Company and/or its Subsidiaries or to the business of any Client or Prospective Client or vendor of the Company and/or its Subsidiaries or any other party with whom the Company and/or any of its Subsidiaries agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not. Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, or (iv) disclosed without similar restrictions by the Company and/or any of its Subsidiaries to a third party (other than an affiliate or customer of the Company and/or any of its Subsidiaries).

(e)“Employment Termination Date” shall mean the date on which the Employee’s status as an employee of the Company or its Subsidiaries is terminated.

(f)“Employer” shall mean the Employee’s employer.

(g) “Non-Competition Period” means the time of the Employee’s employmentand a period of 12 months following the termination of the Employee’s employment for any reason.

(h)“Non-Solicitation Period” means the time of the Employee’s employmentand a period of 24 months following the termination of the Employee’s employment for any reason.

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(i)“Prospective Client” means any individual, business entity or other enterprise which is not a Client but (a) whose business the Company and/or any of its Subsidiaries had solicited at any time during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason, and (b) concerning which solicitation the Employee obtained the Company’s and/or any of its Subsidiaries’ Confidential Information.

(j)“Restricted Area” means:

(i) any geographic area in the world for which the Employee had job responsibilities during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason;

(ii) any geographic area in the world where the Company and/or any of its Subsidiaries engages in business activities and about which business the Employee obtained Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason; and

(iii) any geographic area in the world from which the Employee, by engaging in business, can threaten the legitimate business interests of the Company and/or any of its Subsidiaries in (i) preserving its client relationships and goodwill, and (ii) protecting its Confidential Information from misuse and/or disclosure.

(k)“Restricted Services” means:

(i) job duties or other business-related activities that are the same as or substantially similar to the job duties or business-related activities in which the Employee participated for the Company and/or any of its Subsidiaries in the 24-month period prior to the termination of the Employee’s employment for any reason; and

(ii) job duties or other business-related activities in which the Employee could reasonably be expected to use or disclose, intentionally or inadvertently, Confidential Information that the Employee received during the 12-month period prior to the termination of the Employee’s employment for any reason.

(l)“RSU Shares” shall mean the number of shares of Common Stock to be delivered upon settlement of the RSUs.

(m)“Scheduled Settlement Date” shall mean the applicable Vesting Date with respect to a particular tranche of RSUs or as soon as practicable thereafter, but, with respect to each tranche of RSUs, in no event later than the date which is 2.5 months after the applicable Vesting Date.

(n)“Settlement Date” shall mean, with respect to each RSU Share, the date upon which the RSU was settled by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as defined in Section 4).

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Exhibit 10.38

Appendix B

1.Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or any of its Subsidiaries and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock units and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data, in electronic or other form, to employees of the Company and/or any of its Subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any RSU Shares issued in settlement of the RSUs; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data

(iv)request a list with the names and addresses of any potential recipients of the Data; and

(v)under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.

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Exhibit 10.38

APPENDIX C – EXCLUDED INVENTIONS

Below is a list of inventions that I believe are subject to exclusion pursuant to the terms of Paragraph 6(g) of my Fiscal 2025 Service-Based Restricted Stock Unit Award Agreement.

I understand that, after filling out this form, I must sign it and return it to the DXC Stock Plan Administration (“SPA”) department at stockplanadmin@dxc.com with the subject line “FY25 RSU Grant – Excluded Inventions Form.”

Title  Date Identifying Number
or Brief Description

Signature_________________________________

Name: ___________________________________

Location: ________________________________

EX-10.49

Exhibit 10.49

Execution Version

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into by and between DXC Technology Company, a Nevada corporation (the “Company”) and Raul Fernandez (the “Executive”), effective as of April 1, 2024 (the “Effective Date”).

1.Term of Employment; Duties. (a) As used herein, the phrase “Term ofEmployment” shall mean the period commencing on the Effective Date and ending on the earliest to occur of (i) March 31, 2025 or (ii) the date of termination of Executive’s employment in accordance with any one of Sections 5(a) through 5(f) below; provided, however, that the Term of Employment will automatically extend for additional one-year periods unless either party provides notice of non-extension not later than six (6) months prior to March 31, 2025 or any extended annual period.

(b)The Company hereby agrees to employ Executive as its President and Chief Executive Officer, in each case, for the Term of Employment, and Executive agrees to serve in these capacities with the duties and responsibilities customary to such positions in a company of the size and nature of the Company, protecting, encouraging and promoting the interests of the Company, and performing such other duties consistent with the offices held by Executive as may be reasonably assigned to him from time to time by the Board of Directors of the Company (the “Board”). During the Term of Employment, Executive shall report solely and directly to the Board. Executive shall also serve as a member of the Board under the same terms as the other directors, with no additional compensation. While he remains an employee of the Company, Executive shall be nominated for re-election to the Board each year. Executive shall resign from the Board, and from the board of directors or similar governing body of any affiliate of the Company, upon termination of employment.

(c)Executive shall devote substantially all of his business time and attention to his duties on the Company’s behalf except for sick leave, vacations and approved leaves of absence; provided, however, that nothing shall preclude Executive from (i) managing his personal investments and affairs or (ii) fulfilling his roles and responsibilities at each entity on the list previously provided to the Board in writing in the position (or in a substantially similar position to that) listed in respect of such entity, or (iii) participating as a member of the board of directors of a for-profit company that is not a direct competitor of the Company and is approved by the Board in writing prior to Executive commencing service therewith; provided that in each case, Executive shall not engage in activities inconsistent with the Company’s ethics codes and other conflicts of interests policies in effect from time to time or which materially interfere with or adversely affect the performance of Executive’s duties under this Agreement. Executive’s principal place of employment will be Miami, Florida; provided that Executive may be required to travel on Company business during the Term of Employment.

2.Compensation.

(a)Base Salary. The Company agrees to pay to Executive as a salary during the Term of Employment the sum of $1,380,000 per year, payable in accordance with the normal payroll practices of the Company in the United States as in effect from time to time. The Board shall review, and may adjust in its sole discretion, such base salary no less often

Exhibit 10.49

than annually; provided, however, that the first such review shall be following the close of

the Company’s 2024 fiscal year. Executive’s annual base salary rate, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

(b)Annual Bonuses. Commencing with the Company’s 2025 fiscal year, during the Term of Employment, Executive shall participate in the Company’s annual cash incentive plan or any successor plan (the “AIP”), on terms and conditions that are appropriate to his positions and responsibilities at the Company and are no less favorable than those applying to other senior executive officers of the Company. Executive’s target annual bonus under the AIP in respect of each fiscal year shall be 200% of Base Salary and his maximum annual bonus shall be 400% of Base Salary. Any annual bonus paid to Executive shall be in addition to the Base Salary and to any and all other benefits to which Executive is entitled as provided in this Agreement. Except as in accordance with any deferral election made by Executive pursuant to any deferred compensation plan maintained by the Company, payment of annual bonuses shall be made at the same time that other senior executive officers of the Company receive their annual bonuses.

(c)Long-Term Incentive Programs. Executive shall participate in the equity and other long-term incentive compensation plans generally available to other senior executive officers of the Company from time to time on terms and conditions (including, without limitation, the terms of the Company’s Equity Grant Policy) that are appropriate to his positions and responsibilities at the Company and are no less favorable than those generally applicable to such other senior executive officers. Without limiting the foregoing, for the 2025 fiscal year, Executive shall receive a grant of equity awards under the Company’s 2017 Omnibus Incentive Plan or a successor thereto (the “Omnibus Incentive Plan”) with an aggregate value equal to

$14,950,000, to be awarded during the normal annual grant cycle (with such grant occurring in May 2024) and currently delivered 70% in the form of performance-vested restricted stock units (“PSUs”) and 30% in the form of time-vested restricted stock units (“RSUs”)). The number of shares of the Company’s common stock (the “Stock”) underlying each equity award shall be determined pursuant to the procedures set forth in the Equity Grant Policy as in effect for such fiscal year. The equity awards shall vest, be settled and have other terms and conditions as are set forth in the award agreements evidencing such awards, which shall, with respect to the PSUs, be substantially consistent with those generally applicable to equity awards granted in respect of the same fiscal year to other senior executive officers of the Company, but with termination vesting provisions substantially as set forth in the award agreements attached hereto as Annex E (the “PSU Award Agreement”), with respect to the PSUs and Annex F, with respect to the RSUs.

(d)Fiscal Year 2024 Equity Grant. On or as soon as administratively practicable after March 30, 2024, the Company shall grant to Executive an award of PSUs with a target number of 106,666 shares of performance-vested restricted stock units (the “TargetPSUs”), which will be eligible to vest on March 31, 2026, subject to his continued employment through such date, based on the achievement of the average share price performance metrics set forth on Annex G. The award shall also be subject to the vesting, settlement and other terms and conditions as set forth in Annex G and in the award agreement to be entered into between the

Executive and the Company on terms as set forth in Annex G.

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3.Employee Benefit Programs; Business Expenses. During the Term of Employment, Executive shall be entitled to participate in all employee retirement, savings and welfare benefit plans and programs made available to the Company’s executive officers, as such plans may be in effect from time to time and on terms and conditions that are no less favorable than those generally applicable to other senior executive officers; provided, however, Executive shall not be a participant in the Company’s Severance Plan for Senior Management and Key Employees, as effective April 1, 2017, the Company’s Severance Policy, or any plan or program that is closed to new hires as of the Effective Date. The Company shall reimburse Employee for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company during the Term of Employment in accordance with the Company’s applicable expense reimbursement policies and procedures as are in effect from time to time.

4.Perquisites. During the Term of Employment, in accordance with the Company’s policies in effect from time to time, the Company shall permit the use of NetJets at the Company’s expense for reasonable personal use by Executive for domestic flights only, and subject to such other limits as may be reasonably determined by the Board. Income shall be imputed to Executive for any such personal use in accordance with applicable tax law. Company will reimburse Executive for up to (i) $50,000 annually for assistance with tax preparation and financial planning and (ii) $50,000 annually for Executive’s concierge medical plan premiums. Notwithstanding Section 3, any material business expenses that may convey a personal benefit to Executive must be discussed with and approved in writing by the Chairman of the Board or the Compensation Committee prior to reimbursement. If needed, with Compensation Committee approval, the Company will provide Executive with coverage under the Company’s asset protection plan. Executive shall not receive a tax gross-up on any imputed income or other perquisites.

5.Termination of Employment.

(a)Termination Due to Death. In the event that Executive’s employment is terminated due to his death, the Company’s payment obligations under this Agreement shall terminate, except that Executive’s estate or his beneficiaries, as the case may be, shall be entitled to (i) the Base Salary through the date of termination (including accrued but unused vacation),

(ii) any earned but unpaid portion of Executive’s annual bonus provided for in Section 2(b) for the fiscal year preceding the year of termination, (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive pursuant to Company policy prior to the date of Executive’s termination, (iv) such employee benefits, if any, to which Executive may be entitled under the employee benefit plans of the Company according to their terms (the amounts described in clauses (i) through (iv) of this Section 5(a), reduced (but not below zero) by any amounts owed by Executive to the Company, being referred to as the “Accrued Rights”) and (v) a pro-rata annual bonus provided for in Section 2(b) for the fiscal year in which Executive’s death occurs, based on the Company’s actual performance for the entire fiscal year, pro-rated for

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the number of calendar months during the fiscal year that Executive was employed prior to such termination (rounded up to the next whole month), payable at the time annual bonuses are paid for such fiscal year to executives of the Company generally (a “Pro-Rata Bonus”). Executive’s outstanding equity awards shall be administered substantially in accord with the terms of Annex E and Annex F. A reduction to any amounts required to be provided or paid pursuant to Section 5(a) that are subject to Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and related regulations and Treasury pronouncements (“Section409A”) shall not be effective until the amounts payable or provided to Executive under this Agreement sought to be reduced would otherwise have been paid to Executive pursuant to the terms of this Agreement.

(b)Termination due to Disability.

(1)If, as a result of Executive’s incapacity due to physical or mental illness, accident or other incapacity (as determined by the Board in good faith, after consideration of such medical opinion and advice as may be available to the Board from medical doctors selected by Executive or by the Board or both separately or jointly), Executive shall have been absent from his duties with the Company on a full-time basis for six consecutive months (or for 180 days, whether or not consecutive, during any twelve consecutive month period) and, within 30 days after written notice of termination thereafter given by the Company, Executive shall not have returned to the full-time performance of Executive’s duties, the Company or Executive may terminate Executive’s employment for “Disability”.

(2)In the event that Executive’s employment is terminated due to Disability, he shall be entitled to the Accrued Rights and a Pro-Rata Bonus for the fiscal year in which Executive’s termination occurs. Executive’s outstanding equity awards shall be administered substantially in accord with the terms of Annex E and Annex F.

(c)Termination by the Company for Cause.

(1)The Company shall have the right to terminate Executive’s employment at any time for Cause in accordance with this Section 5(c).

(2)For purposes of this Agreement, “Cause” shall mean:

(i)prior to the consummation of a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Company, in each case as defined in Section 409A (a “Change in Control”), (A) fraud, intentional misappropriation, embezzlement or other willful act of material misconduct against the Company or any of its affiliates; (B) gross negligence or chronic failure to perform material duties (other than due to illness, accident or other physical/mental impairment) in connection with Executive’s employment hereunder; (C) conviction or plea of guilty or nolo contendere of a felony involving moral turpitude; (D) willful and knowing material violation of

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any (I) material rules or regulations of any governmental or regulatory body that are material to the business of the Company or (II) U.S. securities

laws; provided that for the avoidance of doubt, a violation shall not be considered as willful or knowing where Executive has acted in a manner consistent with specific advice of outside counsel to the Company or in a manner he believed in good faith to be in the best interests of the Company; or (E) willful failure to cooperate, if requested by the Board, with any investigation or inquiry by the Company, the Securities Exchange Commission or another governmental body into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; and

(ii)on or after a Change in Control, (A) fraud, misappropriation, embezzlement or other act of willful, material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the Company’s

business; provided that for the avoidance of doubt, a violation shall not be considered as willful or knowing where Executive has acted in a manner consistent with specific advice of outside counsel to the Company; or

(D) substantial and willful failure to render services in accordance with this Agreement (other than as a result of illness, accident or other physical or mental impairment) which causes material harm to the Company after a written demand for performance of services has been delivered to Executive by the Board.

(3)No termination of Executive’s employment by the Company for Cause pursuant to Section 5(c)(2) shall be effective unless the provisions of this

Section 5(c)(3) shall have been complied with and unless a majority of the members of the Board have duly voted to approve such termination. Executive shall be given written notice by the Board of its intention to terminate him for Cause, which notice (A) shall state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based and (B) shall be given no later than ninety (90) days (or sixty (60) days on or after a Change in Control) after the first meeting of the Board at which the Board became aware of the occurrence of the event giving rise to such grounds. Executive shall have 30 days after receiving such notice in which to cure such grounds, to the extent curable, as determined by the Board in good faith. If Executive fails to cure such grounds within such 30-day period, Executive’s employment with the Company shall thereupon be terminated for Cause. If the Board reasonably determines that the grounds are not curable, Executive’s employment with the Company shall be terminated for Cause upon Executive’s receipt of written notice from the Board.

(4)In the event the Company terminates Executive’s employment for Cause pursuant to this Section 5(c), he shall be entitled to the Accrued Rights. Executive’s outstanding equity awards shall be administered in accordance with the terms of the written agreements setting forth the terms of each such award.

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(d)Termination Without Cause or for Good Reason.

(1)In the event (A) Executive is terminated by the Company without Cause or (B) Executive terminates his employment for Good Reason (as hereinafter defined) (each, a “Qualifying Termination”), Executive shall be entitled to receive (i) the Accrued Rights; (ii) a Pro-Rata Bonus for the fiscal year in which Executive’s termination occurs and (iii) subject to (X) Executive’s continued compliance with the provisions of Sections 10, 11 and 12 hereof, and (Y) Executive’s execution and non-revocation of a release of claims substantially in the form attached hereto as AnnexA, with such changes as may be required by changes in applicable law (a “Release”), a severance payment in an amount equal to the Applicable Multiple (as defined

below) times the sum of (A) and (B), where (A) is the Base Salary, as in effect immediately prior to the delivery of notice of termination, and (B) is Executive’s Bonus Amount (as defined below). In the case of a Qualifying Termination due to termination of Executive’s employment by the Company without Cause which occurs on or within three

(3) years following a Change in Control or a Qualifying Termination due to Executive’s termination for Good Reason which occurs on or within two (2) years following a Change in Control (in either case, a “CIC Qualifying Termination”), the “Applicable Multiple” shall be three (3) and the Bonus Amount shall be determined in accordance with Section 2(c)(ii) of the Company’s Severance Plan for Senior Management and Key Employees, as amended. For any other Qualifying Termination (other than a CIC Qualifying Termination), the “Applicable Multiple” shall be two (2) and the “Bonus Amount” shall be the Executive’s target annual bonus provided for in Section 2(b) of this Agreement for the fiscal year in which such termination occurs. In the case of a CIC Qualifying Termination which occurs on or within two (2) years following a Change in Control, the severance payment shall be payable in a single lump sum not later than ten

(10) days following Executive’s termination of employment. In the case of a CIC Qualifying Termination due to termination of Executive’s employment by the Company without Cause which occurs more than two (2) years but within three (3) years following a Change in Control, the severance payment shall be payable in thirty-six (36) equal monthly installments following Executive’s termination. In the case of any other Qualifying Termination (other than a CIC Qualifying Termination), the severance payment shall be payable in twenty-four (24) equal monthly installments following Executive’s termination. Executive’s outstanding equity awards shall be administered substantially in accordance with the terms set forth in Annexes E and F.

(2)For purpose of this Agreement, “Good Reason” shall mean the occurrence of any of the following subsequent to the Effective Date of this Agreement without Executive’s consent:

(i)Prior to a Change in Control, (A) the removal of Executive from the position of Chief Executive Officer, failure to elect Executive as a member of the Board in accordance with Section 1(b), or failure of Executive to be subsequently reelected to the Board if he ceases to be a Board member in

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connection with the applicable election; (B) the assignment to Executive of duties that are materially inconsistent with, or that materially impair his ability to perform, the duties customarily assigned to a Chief Executive Officer of a corporation of the size and nature of the Company; or a change in the reporting structure so that Executive reports to someone other than the Board or is subject to the direct or indirect authority or control of a person or entity other than the Board; (C) any material breach by the Company of this Agreement; (D) conduct by the Company that would cause Executive to commit fraudulent acts or would expose Executive to criminal liability; (E) the Company failing to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the Company’s business or assets;

(F) relocation of Executive’s principal place of employment to any place more than thirty-five (35) miles from Executive’s previous principal place of employment; or (G) a decrease in Executive’s Base Salary below the Base Salary in effect on the Effective Date, other than an across the board reduction in base salary applicable in like proportions to all senior executive officers.

(ii)On or after a Change in Control, in addition to anything described in Section 5(d)(2)(i), (A) a substantial change in the nature, or diminution in the status of Executive’s duties or position from those in effect immediately prior to the Change in Control (which will be presumed to have occurred if, immediately following such Change in Control, the Company or its successor is not publicly traded and, if the ultimate parent of the Company is publicly traded, Executive is not Chief Executive Officer of such ultimate parent);

(B) a material reduction by the Company of Executive’s Base Salary as in effect on the date of a Change in Control or as in effect thereafter if such Base Salary has been increased and such increase was approved prior to the Change in Control; (C) a reduction by the Company in the overall value of benefits provided to Executive (including profit sharing, retirement, health, medical, dental, disability, insurance, and similar benefits, to the extent provided by the Company prior to any such reduction), as in effect on the date of Change in Control or as in effect thereafter if such benefits have been increased and such increase was approved prior to the Change in Control; (D) a failure to continue in effect any equity-based or non-equity based incentive compensation plan in effect immediately prior to the Change in Control, or a reduction in Executive’s participation in any such plan, unless Executive is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value; (E) a failure to provide Executive the same number of paid vacation days per year available to him prior to the Change in Control; (F) relocation of Executive’s principal place of employment to any place more than thirty-five (35) miles from Executive’s previous principal place of employment; (G) any material breach by the Company of any provision of this Agreement or any equity award agreement; (H) conduct by the Company, against Executive’s volition, that would cause Executive to commit fraudulent acts or would expose Executive to criminal liability or (I) any failure by the Company to obtain the assumption of this

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Agreement by any successor or assign of the Company; provided, that for purposes of clauses (B) through (E) above, “Good Reason” shall not exist (1) if the aggregate value of all salary, benefits, incentive compensation arrangements, perquisites and other compensation is reasonably equivalent to the aggregate value of salary, benefits, incentive compensation arrangements, perquisites and other compensation as in effect immediately prior to the Change in Control, or as in effect thereafter if the aggregate value of such items has been increased and such increase was approved prior to the Change in Control, or (2) if the reduction in aggregate value is due to the application of Company or Executive performance against the applicable performance targets, in each case applying standards reasonably equivalent to those utilized by the Company prior to the Change in Control.

(3)No termination of Executive’s employment by Executive for Good Reason pursuant to Section (5)(d)(2)(i) shall be effective unless the provisions of this Section 5(d)(3) shall have been complied with. Executive shall give written notice to the Company of his intention to terminate his employment for Good Reason, which notice shall (i) state in detail the particular circumstances that constitute the grounds on which the proposed termination for Good Reason is based and (ii) be given no later than ninety (90) days after the first occurrence of such circumstances. The Company shall have thirty (30) days after receiving such notice in which to cure such grounds. If the Company fails to cure such grounds within such thirty (30)-day period, Executive’s employment with the Company shall thereupon terminate for Good Reason.

(4)In the event of a Qualifying Termination, the Company shall furnish to Executive within five (5) business days following such termination a Release and Executive must return the Release and it must have become irrevocable before the sixtieth (60th) day after Executive’s termination before any payments or benefits may be provided. If the Release is timely provided and is irrevocable on or before the sixtieth (60th) day following Executive’s termination of employment, the benefits and amounts described in Section 5(d)(1) shall commence to be provided (and provided retroactively to the extent that the payment or benefit would otherwise have been provided but for the requirement of the Release) two (2) business days after the Release is irrevocable but in any event not later than the sixtieth (60th) day after termination of Executive’s employment; provided that if the sixty (60) day period following the termination of Executive’s employment expires in the calendar year following the calendar year of Executive’s termination of employment, payments and benefits shall not commence earlier than the calendar year following termination of Executive’s employment. If the Company fails to furnish the form of Release timely to Executive, no Release shall be required and Executive shall be treated as if he had timely executed and submitted the Release and such Release had become irrevocable on the tenth (10th) day after termination of Executive’s employment. If Executive fails to submit the Release timely enough so that it is irrevocable on or before the sixtieth (60th) day following termination of employment and the Company has complied with its obligation to furnish the form of Release to Executive within five (5) business days following Executive’s termination of

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employment, then Executive shall not be entitled to receive any benefits under Section 5(d)(1) other than the Accrued Rights.

(e)Voluntary Termination. Executive shall have the right to terminate his employment with the Company in a voluntary termination at any time. A voluntary termination shall mean a termination of employment by Executive on his own initiative, other than a termination due to Disability or for Good Reason. Executive’s voluntary termination shall have the same consequences as provided in Section 5(c) for a termination for Cause.

(f)Expiration of Term of Employment. If the Company delivers notice pursuant to Section 1(a) of non-extension of the Term of Employment, resulting in the termination of Executive’s employment, such termination will be deemed a Qualifying Termination.

(g)Reduction of Certain Payments.

(1)Anything in this Agreement to the contrary notwithstanding, in the event that the receipt of all payments or distributions by the Company in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”), would subject Executive to the excise tax under Section 4999 of the Code, the accounting firm which audited the Company prior to the corporate transaction which results in the application of such excise tax (the “AccountingFirm”) shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if Executive’s Agreement Payments were reduced to the Reduced Amount. If such a determination is not made by the Accounting Firm, Executive shall receive all Agreement Payments to which Executive is entitled under this Agreement.

(2)If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 5(g) shall be made as soon as reasonably practicable and in no event later than sixty (60) days following the date of termination or such earlier date as requested by the Company and the Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be

reduced. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(3)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the

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benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(4)For purposes hereof, the following terms have the meanings set forth below: (i) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this

Section 5(g) and (ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as Executive certifies, in Executive’s sole discretion, as likely to apply to him in the relevant tax year(s).

6.Indemnification and Insurance. (a) The Company and Executive acknowledge that they have, or, as soon as reasonably practicable after the Effective Date, shall enter into an Indemnification Agreement, substantially in the form attached hereto as Annex B, which agreement shall not be affected by this Agreement.

(b)    The Company agrees that Executive shall be covered as a named insured under the Company’s Directors’ and Officers’ liability insurance as applicable from time to time to the Company’s senior executive officers on terms and conditions that are no less favorable than those applying to such other senior executive officers.

7.No Mitigation; No Offset. In the event of a termination of Executive’s employment for any reason, Executive shall not be required to seek other employment or to mitigate any of the Company’s obligations under this Agreement, and except as otherwise

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provided in this Agreement, no amount payable under Section 5 shall be reduced by (a) any claim the Company may assert against Executive or (b) any compensation or benefits earned by Executive as a result of employment by another employer, self-employment or from any other source after such termination of employment with the Company.

8.Designated Beneficiary. In the event of the death of Executive while in the employ of the Company, or at any time thereafter during which amounts remain payable to Executive under Section 5 above, such payments shall thereafter be made to such person or persons as Executive may specifically designate (successively or contingently) to receive payments under this Agreement following Executive’s death by filing a written beneficiary designation with the Company during Executive’s lifetime. Any change in the beneficiary designation shall be in such form as may be reasonably prescribed by the Company and may be amended from time to time or may be revoked by Executive pursuant to written instruments filed with the Company during his lifetime. Beneficiaries designated by Executive may be any natural or legal person or persons, including a fiduciary, such as a trustee of a trust, or the legal representative of an estate. Unless otherwise provided by the beneficiary designation filed by Executive, if all of the persons so designated die before Executive on the occurrence of a contingency not contemplated in such beneficiary designation, or if Executive shall have failed to provide such beneficiary designation, then the amount payable under this Agreement shall be paid to Executive’s estate.

9.Ethics. During the Term of Employment, Executive shall be subject to the Company’s Code of Business Conduct (the “Policies”), as the Policies may be updated from time to time, which Policies are set forth on the Corporate Governance page of the Company’s website (www.dxc.com). If for any reason an arbitrator, subject to judicial review as provided by law, or a court should determine that any provision of the Policies is unreasonable in scope or otherwise unenforceable, such provision shall be deemed modified and fully enforceable as so modified to the extent the arbitrator and any reviewing court determines what would be reasonable and enforceable under the circumstances.

10.Inventions. (a) All inventions, discoveries, developments and improvements conceived or made by Executive, alone or with others, prior to Executive’s employment by the Company are listed and described on Annex C to this Agreement. To the best of Executive’s knowledge this list is complete (or if no items are so listed, Executive has nothing to so disclose). Executive understands that his failure to list any item will require that he demonstrate through clear, tangible and convincing evidence that he or his assigns own an item which the Company believes it owns. If it is determined that Executive owns any unlisted item, and the Company has expended monies to develop it, the Company shall be entitled to the use of same without royalty payments to Executive or his assigns.

(b)    Executive will promptly and fully inform the Company of all inventions, discoveries, developments and improvements that he may conceive, discover, develop or make during his employment, whether made solely or jointly with others, whether or not patentable, and whether or not such conception, discovery or making involves the use of the Company’s time, facilities, equipment or personnel (collectively, “Inventions”). Executive

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acknowledges and agrees that all such Inventions relating to any work he performs for the Company or any business in which the Company is or intends to be engaged are “works for hire” under applicable law and shall belong to the Company. Executive further agrees to assign, and does hereby assign, to the Company all right, title and interest in and to any and all such Inventions and agrees to execute all documents deemed necessary or desirable by the Company in connection therewith, including patent and/or copyright assignments, and to cooperate both during and after his employment with the Company, at the Company’s expense, in all further actions deemed necessary or desirable to confirm, register, protect or enforce the Company’s right therein.

11.Confidential Information and Trade Secrets. (a) Executive acknowledges that the term “Confidential Information” as used in this Agreement means all items, materials and information (whether or not reduced to writing and whether or not patentable or copyrightable) which belong to the Company or which the Company’s suppliers or customers or clients have communicated to the Company in the course of the Company’s business, and which reflect, consist of or refer to:

(1)information technology; methods and processes; designs and formulations; the content or composition of goods or services; techniques; business strategies or operations; formulas; compilations of data or reports; plans; tools or equipment; inventions; know-how; technical disclosures, patent applications, blueprints or specifications; financial, marketing, sales, personnel or salary information; forms, legal documents or memoranda; software, computer programs or databases; any documents prepared by or on behalf of the Company or Company suppliers, customers or clients;

(2)information compiled, collected or developed by the Company reflecting the identities of those customers and clients of the Company which are not generally known outside the Company or whose relationship with the Company as a customer or client is not generally known outside the Company; characteristics of any customers or clients of the Company or of customer or client representatives, including without limitation product or service preferences or requirements, cost or price information for goods or services offered or sold, credit terms or credit performance, actual or likely order cycles, the nature of goods delivered or services performed, or research or development plans or activities;

(3)information compiled, collected, or developed by the Company reflecting identities of any suppliers of the Company which are not generally known outside the Company or whose relationship with the Company as a supplier is not generally known outside the Company; characteristics of any supplier of the Company, or supplier representatives, including without limitation cost or price information for goods or services offered or purchased, audit terms, the nature of goods delivered or service performed, product or service quality and reliability, delivery terms, or research or development plans or activities;

(4)prices, fees, discounts, selling techniques or distribution methods used by the Company; or

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(5)any other confidential or proprietary information obtained directly or indirectly while employed by the Company.

(b)Executive acknowledges that the term “Trade Secret” as used in this Agreement means the whole or any portion or phase of any scientific or technical or business information, including, but not limited to, any design, process, procedure or system, formula, improvement, or invention that (i) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of the Company’s reasonable efforts to maintain its secrecy. In addition to information belonging to the Company, information furnished to the Company by other parties can be a Trade Secret.

(c)The term “Confidential Information” includes information which may also be a Trade Secret, but does not include anything described above which is now generally known by parties other than the Company, its affiliates and employees, or becomes generally known, through no breach of this Section 11 on the part of Executive.

(d)Executive acknowledges that Confidential Information is and remains confidential regardless of whether or not any Company report or form or other document contains any statement regarding confidentiality.

(e)Executive agrees to hold all Confidential Information in confidence and to not use directly or indirectly, for Executive’s own benefit or the benefit of any other party, corporate or otherwise, or publish or cause to be published or otherwise disclose to anyone other than the Company or its designee, any Confidential Information or Trade Secrets except as compelled by law and except as required to conduct the Company’s business.

(f)Executive will, upon demand, and without demand immediately upon the termination of Executive’s employment, surrender to the Company any and all documents, including without limitation computer memory, reports and forms containing Confidential Information and any and all other business records, prototypes and materials which Executive may have created or received from the Company during Executive’s employment, or which pertain to the Company’s business, and all copies thereof, which are in Executive’s possession or control at the time of the demand or the termination of Executive’s employment, however made or obtained.

12.Non-Competition/Non-Solicitation Agreement. Executive shall execute and be subject to the Non-Competition/Non-Solicitation Agreement attached hereto as Annex

D (the “Non-Competition Agreement”).

13.Arbitration. (a) In the event of any dispute between the parties concerning the validity, interpretation, enforcement or breach of this Agreement or in any way

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related to Executive’s employment or any termination of such employment (including any claims involving any officers, managers, directors, employees, shareholders or agents of the Company), excepting only any rights the parties may have to seek injunctive relief and as otherwise set forth in the Non-Competition Agreement, the dispute shall be resolved by final and binding arbitration administered by JAMS in Washington D.C. in accordance with the then existing JAMS Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, the parties shall select a mutually acceptable neutral arbitrator from among the JAMS panel of arbitrators. In the event the parties cannot agree on an arbitrator, the Administrator of JAMS shall appoint an arbitrator. Neither party nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties, except as may be compelled by court order. Except as provided herein, the Federal Arbitration Act shall govern the interpretation and enforcement of such arbitration and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of New York, or Federal law, or both, as applicable and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof. The parties intend this arbitration provision to be valid, enforceable, irrevocable and construed as broadly as possible. Pending the resolution of any dispute between the parties, the Company shall continue prompt payment of all non-disputed amounts due to Executive under this Agreement and prompt provision of all non-disputed benefits to which Executive is otherwise entitled.

(b)Costs of arbitration shall be borne by the Company. Reasonable attorney fees and costs and the reasonable fees and costs of any experts incurred by Executive shall be reimbursed by the Company to the extent that the arbitrator determines that Executive has prevailed on any material claim.

(c)Notwithstanding the foregoing provisions of this Section 13, Executive and the Company agree that Executive or the Company may seek and obtain otherwise available injunctive relief in Court for any violation of obligations concerning Confidential Information or Trade Secrets that cannot adequately be remedied at law or in arbitration.

14.Notices. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, or delivered by private courier, as follows: if to the Company — DXC Technology Company, 1775 Tysons Boulevard, Tysons, Virginia, 22102,

Attention: General Counsel; and if to Executive to the address of Executive as it appears in the records of the Company. Notice may also be given at such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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15.Miscellaneous. This Agreement shall also be subject to the following miscellaneous provisions:

(a)The Company represents and warrants to Executive that it has the authorization, power and right to deliver, execute and fully perform its obligations under this Agreement in accordance with its terms.

(b)The Company shall reimburse Executive for reasonable legal expenses, up to a maximum of $60,000, incurred in connection with the preparation, negotiation and execution of this Agreement and related documents.

(c)This Agreement contains a complete statement of all the agreements between the parties with respect to Executive’s employment by the Company, supersedes all prior and existing negotiations and agreements between them concerning the subject matter thereof including, without limitation, the Amended and Restated Offer Letter between Executive and the Company, dated December 20, 2023, and can only be changed or modified pursuant to a written instrument duly executed by each of the parties hereto and stating an intention to change or modify this Agreement. No waiver by either party of any breach by the other party of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by Executive or an authorized officer of the Company, as the case may be.

(d)The provisions of this Agreement are severable and in the event that a court of competent jurisdiction determines that any provision of this Agreement is in violation of any law or public policy, in whole or in part, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall not be affected thereby and shall continue in full force and effect. Moreover, if any of the provisions contained in this Agreement are determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, it shall be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

(e)This Agreement shall be governed by and construed in accordance with the laws of the State of New York except to the extent governed by Federal law, and shall be construed according to its fair meaning and not for or against any party. Any dispute between the parties hereto arising out of or related to this Agreement not resolved pursuant to Section 13 will be heard and determined before an appropriate federal court located in the Southern District of New York, or, if not maintainable therein, then in a state court in the Borough of Manhattan, City of New York, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

(f)All compensation payable hereunder shall be subject to such withholding taxes as may be required by law.

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(g)This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take commercially reasonable action in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. Except as expressly provided herein, Executive may not sell, transfer, assign, or pledge any of his rights or obligations pursuant to this Agreement.

(h)The rights of Executive hereunder shall be in addition to any rights Executive may otherwise have under any Company sponsored equity incentive plans or any grants or award agreements issued thereunder. The provisions of this Agreement shall not in any way abrogate Executive’s rights under such equity incentive plans and underlying grants or award agreements.

(i)The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

(j)The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(k)Each of the parties agrees to execute, acknowledge, deliver and perform, and cause to be executed, acknowledged, delivered and performed, at any time and from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the provisions or intent of this Agreement.

(l)This Agreement may be executed in two or more counterparts each of which shall be legally binding and enforceable.

(m)Without limiting any rights which the Company otherwise has or obligations to which Executive is otherwise subject pursuant to the Company’s Executive Compensation Clawback Policy or any other compensation clawback policy adopted by the Company from time to time, Executive hereby acknowledges and agrees that, notwithstanding any provision of this Agreement to the contrary, Executive will be subject to any legally mandatory policy relating to the recovery of compensation, to the extent that the Company is required to adopt and/or implement such policy pursuant to applicable law, whether pursuant to

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the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or otherwise.

16.Section 409A. (a) Each payment under this Agreement is intended to be a separate payment which is compliant with or excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treasury Regulation § 1.409A-1(b)(9)(iii), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted or construed).

(b)In the event that Executive is a “specified employee” (within the meaning of Section 409A and with such classification to be determined in accordance with the methodology established by the Company), amounts and benefits payable or to be provided under this Agreement that are deferred compensation (within the meaning of Section 409A) that would otherwise be paid or provided on account of Executive’s “separation from service” (as defined in Section 409A) during the six-month period immediately following such separation from service (the “Delayed Severance”) shall instead be paid, with interest (other than in respect of any payments for the vesting of equity awards) accrued at a per annum rate equal to the prime rate for large banks, as published in the Wall Street Journal on Executive’s separation from service for the period beginning on (but excluding) the date such payment would have been made but for Section 409A of the Code through (and including) the date of payment, on the earlier of (i) Executive’s death or (ii) the first business day after the date that is six months following such separation from service; provided, however, in the event of a CIC Qualifying Termination, the Delayed Severance shall, on or as soon as practicable following Executive’s separation from service, be contributed into a rabbi trust established by the Company or the successor thereto.

(c)All reimbursements or provisions of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (i) the amount reimbursed or in-kind benefits provided under this Agreement during Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), (ii) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, (iii) in the event that the provision of in-kind benefits requires the Company to impute income to Executive, the Company shall timely impute such income to Executive under applicable tax rules for the appropriate taxable year, and (iv) the right to reimbursements or provisions of in-kind benefits is not subject to liquidation or exchange for other benefit.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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EXECUTIVE /s/ Raul Fernandez	DXC TECHNOLOGY COMPANY /s/ Zafar Hasan
Name: Raul Fernandez	Name: Zafar Hasan
	Title: Senior Vice President – Deputy General Counsel

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US-DOCS\147998304.14 - Signature page to Employment Agreement

ANNEX A RELEASE OF CLAIMS

Executive hereby irrevocably, fully and finally releases DXC Technology Company, a Nevada corporation (the “Company”), its parent, subsidiaries, affiliates, directors, officers, agents and employees (“Releasees”) from all causes of action, claims, suits, demands or other obligations or liabilities, whether known or unknown, suspected or unsuspected, that Executive ever had or now has as of the time that Executive signs this release which relate to his hiring, his employment with the Company, the termination of his employment with the Company and claims asserted in shareholder derivative actions or shareholder class actions against the Company and its officers and Board, to the extent those derivative or class actions relate to the period during which Executive was employed by the Company. The claims released include, but are not limited to, any claims arising from or related to Executive’s employment with the Company, such as claims arising under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1974, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the Employee Retirement Income and Security Act of 1974 (“ERISA”) (except for any vested right Executive has to benefits under an ERISA plan), and the state and federal Worker Adjustment and Retraining Notification Act; any other local, state, federal, or foreign law governing employment; and the common law of contract and tort. In no event, however, shall any claims, causes of action, suits, demands or other obligations or liabilities be released pursuant to the foregoing if and to the extent they relate to:

(i)any amounts or benefits to which Executive first becomes entitled following the termination of his employment pursuant to the provisions of his Employment Agreement with the Company dated as of April 1, 2024 or pursuant to any equity agreement (including PSUs and RSUs) to which Executive is a party with the Company;

(ii)claims for workers’ compensation benefits under any of the Company’s workers’ compensation insurance policies or funds;

(iii)claims related to Executive’s COBRA rights;

(iv)claims for indemnification from the Company to which Executive is or may become entitled, including but not limited to claims submitted to an insurance company providing the Company with directors and officers liability insurance; and

(v)any claims for benefits under any employee benefit plans of the Company that become due or owing at any time following Executive’s termination of employment, including, but not limited to, any ERISA plans, deferred compensation plans or equity plans.

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Executive represents and warrants that he has not filed any claim, charge or complaint against any of the Releasees.

Executive intends that this release of claims cover all claims, whether or not known to Executive. Executive further recognizes the risk that, subsequent to the execution of this release, Executive may incur loss, damage or injury which Executive attributes to the claims encompassed by this release. Executive expressly assumes this risk by signing this release and voluntarily and specifically waives any rights conferred by any state statute providing that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor which if known by him or her must have materially affected his or her settlement with the debtor, or words to that effect.

Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim by Executive that is covered by this release.

Executive acknowledges that he has been given at least 21 days in which to review and consider this release, although Executive is free to execute this release at any time within that 21-day period. Executive acknowledges that he has been advised to consult with an attorney about this release. Executive also acknowledges his understanding that if Executive signs this release, Executive will have an additional 7 days from the date that Executive signs this release to revoke that acceptance, which Executive may effect by means of a written notice sent to the General Counsel of the Company at the Company’s corporate headquarters. If this 7- day period expires without a timely revocation, Executive acknowledges and agrees that this release will become final and effective on the eighth day following the date of Executive’s signature, which eighth day will be the effective date of this release.

Executive acknowledges and agrees that his execution of this release is supported by independent and adequate consideration in the form of payments and/or benefits from the Company to which Executive would not have become entitled if he had not signed this release.

IN WITNESS WHEREOF, Executive has duly executed this release as of the day and year set forth below.

EXECUTIVE

Raul Fernandez

Date:    

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ANNEX B

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, effective as of April 1, 2024, between DXC Technology Company, a Nevada corporation (the “Company”), and Raul Fernandez (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today’s environment;

WHEREAS, the Company’s Restated Articles of Incorporation (the “Articles”) and Bylaws (the “Bylaws”) require the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law and Indemnitee has been serving and continues to serve as a director or officer of the Company in reliance in part on the Articles or Bylaws;

WHEREAS, Nevada Revised Statutes 78.7502, 78.751 and 78.752 set forth provisions providing for the mandatory and permissive indemnification of, and advancement of expenses to, officers and directors of a Nevada corporation and are specifically not exclusive of other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise;

WHEREAS, the Company would like for Indemnitee to exercise his or her best judgment in the performance of his or her duties or in his or her service to the Company or any of its subsidiaries or any other business entity or employee benefit plan to which Indemnitee renders services at the request of the Company, without undue concern for claims for damages arising out of or related to the performance of those duties or for expenses related to such claims; and

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner, and Indemnitee’s reliance on the Articles and Bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection promised by the Articles or Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Articles or Bylaws or any change in the composition of the Company’s Board of Directors or any acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies;

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NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Certain Definitions.

(a)Change in Control: the consummation of a “change in the ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, as defined under Section 409A of the Internal Revenue Code of 1986, as amended.

(b)Claim: any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other person or entity (including, without limitation, a governmental entity, agency or instrumentality), that Indemnitee in good faith believes might lead to the institution of any action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

(c)Expenses: include reasonable attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event, including any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.

(d)Expense Advance: shall have the meaning specified in Section 2(a).

(e)Indemnifiable Event: any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, trustee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

(f)Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters in which such counsel was engaged as Independent Legal Counsel concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements with the Company).

(g)Reviewing Party: the Board of Directors of the Company or Independent Legal Counsel. Except as provided in Section 3 of this Agreement (in the event of a Change in Control), a determination by the Reviewing Party must be made (i) by the Company’s Board of Directors by majority vote of a quorum consisting of directors who are not parties to the Claim,

(ii) if a majority vote of a quorum consisting of directors who are not parties to the Claim so

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orders, by Independent Legal Counsel in a written opinion or (iii) if a quorum consisting of directors who are not parties to the Claim cannot be obtained, by Independent Legal Counsel in a written opinion.

2.Basic Indemnification Arrangement.

(a)In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand or request is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee in writing, the Company shall advance to Indemnitee ahead of the final disposition of the Claim any and all Expenses (an “Expense Advance”) as soon as practicable but in any event no later than thirty days after such request is presented to the Company or as otherwise specifically provided herein.

(b)Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that, except with respect to Expense Advances, the Reviewing Party shall have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 is the Reviewing Party) that indemnification is proper in the circumstances, and (ii) the obligation of the Company to make an Expense Advance pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that it is ultimately determined by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

If there has not been a Change in Control, the Reviewing Party shall be as set forth in Section 1(g), and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3.

(c)If the Reviewing Party has not made a determination within thirty days after receipt by the Company of a written demand or request for indemnification, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be deemed to be entitled to such indemnification, absent a final judicial determination that indemnification is not permitted under applicable law. By written notice to Indemnitee, the thirty day period may be extended for a reasonable time, not to exceed fifteen

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additional days, if the Reviewing Party making the determination requires additional time for obtaining or evaluating documents or information.

If the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law or if payment is not made as required within the time frame set forth above, Indemnitee shall have the right to commence litigation in any court in the Commonwealth of Virginia or State of Nevada having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Otherwise, any determination by the Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

(d)Indemnification shall not be made for any Claim as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the Claim was brought or other court of competent jurisdiction determines upon application that in view of all of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

3.Change in Control. The Company agrees that if there is a Change in Control, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments or Expense Advances under this Agreement or any other agreement or the Articles or any Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or

delayed). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4.Indemnification for Additional Expenses. To the fullest extent provided by law, the Company shall indemnify Indemnitee against any and all Expenses (including attorneys’ fees) and, if requested in writing by Indemnitee, shall (within ten business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) the enforcement of this Agreement or the Articles or any Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

5.Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses,

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judgments, fines, penalties and amounts paid in settlement of a Claim but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

6.Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

7.No Presumptions. For purposes of this Agreement, the termination of any Claim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, neither of the following shall be a defense to Indemnitee’s claim for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief:

(i)the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor

(ii)an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief.

8.Nonexclusivity, Etc. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Articles, the Bylaws, the Nevada Revised Statutes or otherwise. To the extent that a change in the Nevada Revised Statutes (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Articles, the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

9.Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available thereunder for any Company director or officer; provided that, for any person that is no longer serving as director or officer of the Company or of any other enterprise at the Company’s request, such coverage shall only be provided to the extent that it is reasonably generally available to the Company in the insurance marketplace.

10.Period of Limitations. Except as required by applicable law, no legal action shall be brought and no cause of action shall be asserted by or in the right of the Company

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against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

11.Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

12.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

13.Exclusions. The Company shall not be liable under this Agreement to make any payment (i) prohibited by law or (ii) in connection with any Claim made against Indemnitee relating to an Indemnifiable Event to the extent Indemnitee has otherwise actually received payment (under any insurance policy, any provision of the Articles or Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

14.Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest,

(ii) the named parties in any such Claim (including any impleaded parties) include the Company or any subsidiary of the Company and Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense; provided that any counsel chosen by Indemnitee shall agree to comply with the Company’s outside counsel guidelines, as in effect at the time of the engagement of such counsel, with respect to any matter for which indemnification is sought under this

Agreement. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement solely involves the payment of

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money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. To the fullest extent permitted by Nevada law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the Company that any Expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Company under Section 2.

15.Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. The provisions of this Agreement shall apply to the entire term of Indemnitee’s service as a director or officer of the Company or of any other enterprise at the Company’s request, including service in such capacities prior to the date of this

Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

16.Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

17.Equitable Remedies. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult to prove and further agree that any breach may cause Indemnitee irreparable harm. Accordingly, the Company and Indemnitee agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance, in addition to other remedies, without any necessity of showing actual damage or irreparable harm. By seeking injunctive relief and/or specific performance, Indemnitee will not be precluded from seeking or obtaining any other relief to which Indemnitee is entitled. The Company and Indemnitee further agree that Indemnitee is entitled to seek temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting bonds or other undertakings. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court and the Company waives any such requirement of such bond or undertaking.

18.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates indicated below.

DXC TECHNOLOGY COMPANY
By:    /s/ Zafar Hasan_________________
Name: Zafar A. Hasan Title: SVP – Deputy General Counsel Date: March 31, 2024
INDEMNITEE /s/ Raul Fernandez
Name:	Raul Fernandez
Date: March 31, 2024

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US_DOCS\147998304.14 – Signature page to Indemnification Agreement

ANNEX C

[Inventions]

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ANNEX D

NON-COMPETITION/NON-SOLICITATION AGREEMENT I

Introduction/Consideration

This Non-Competition/Non-Solicitation Agreement (the “Agreement”) is between Raul Fernandez (“Employee”) and DXC Technology Company (“DXC”), including its direct and indirect subsidiaries and affiliated entities, successors and assigns (collectively the “Company”). Employee acknowledges that the Company is in a competitive industry in which the creation, maintenance and use of confidential or proprietary information are critical to business success, and that the protection of that information is a legitimate business interest of the Company.

Employee also acknowledges that this Agreement is reasonably necessary to protect the good will and other legitimate business interests of the Company.

The collective consideration for Employee’s obligations under this Agreement, each of which Employee specifically acknowledges is independently sufficient consideration, includes: Employee’s continued eligibility to participate in one or more of the Company’s various equity incentive plans; Employee’s access to and receipt of Confidential Information relating to the Company’s business and clients; Employee’s opportunity to receive special training and education; Employee’s employment with the Company; and Employee’s compensation and other benefits.

II

Definitions

“Client” means:

(i)any individual, business entity or other enterprise with respect to which the Employee provided solutions, products, and/or services of the Company (“Services”) during the 24- month period preceding the termination of the Employee’s employment with the Company;

(ii)    any individual, business entity or other enterprise with which the Employee transacted business on behalf of the Company during 24-month period preceding the termination of the Employee’s employment with the Company; and

(iii)    any individual, business entity or other enterprise with respect to which the Employee possessed Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company.

“Competitor” means each of the following entities: Accenture, Capgemini, Cognizant, EPAM, Infosys, HCL, TCS, Wipro, Kyndryl, Atos, Thoughtworks, Globant, HPE, Dell, IBM, Unisys and Endava.

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For purposes of this Agreement, the parties specifically agree (i) that the Company is engaged in the business of providing technology-enabled solutions, products and services; (ii) that the Services and capabilities of the Company include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting; and (iii) that the Company actively solicits business from, and provides Services to, clients located throughout the United States and the world.

“Confidential Information” means all confidential and/or proprietary business information and data, trade secrets, patents, copyrights, sales and financial data, pricing information, methods, technical information, and know-how information of the Company relating to the business plans and strategies of the Company including, but not limited to, information which is marked and/or defined as restricted information (such as DXC Confidential, DXC Internal Use Only, Financial Information, or Controlled Information), or otherwise prohibited from disclosure by DXC’s Confidential Information Policy and/or Code of Business Conduct. Confidential Information generally refers to information about or belonging to the Company or third parties that is not publicly available and could cause harm if it was disclosed without permission. Examples include information about existing and proposed business ventures; corporate strategies; engineering ideas; pricing schedules; information that requires a security clearance to access; customers and/or prospects names and lists; marketing plans and procedures; research and development plans; methods of doing business (both technical and non-technical); information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products that the Company has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future; hardware and database technologies or technological information; designs, process and systems information; confidential intellectual property; employee staffing and compensation information; and any other confidential or proprietary information which relates to the business of the Company or to the business of any Client or Prospective Client or vendor of the Company or any other party with whom the Company agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not. Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, or (iv) disclosed without similar restrictions by the Company to a third party (other than an affiliate or customer of the Company)

“Prospective Client” means any individual, business entity or other enterprise which is not a Client but (a) whose business the Company had solicited at any time during the 12-month period preceding the termination of the Employee’s employment with the Company for any reason, and

(b) concerning which solicitation the Employee obtained the Company’s Confidential Information.

“Restricted Area” means:

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(i)any geographic area in the world for which the Employee had job responsibilities during the 12-month period preceding the termination of the Employee’s employment with the Company for any reason;

(ii)    any geographic area in the world where the Company engages in business activities and about which business the Employee obtained Confidential Information during the 12- month period preceding the termination of the Employee’s employment with the Company for any reason; and

(iii)    any geographic area in the world from which the Employee, by engaging in business, can threaten the legitimate business interests of the Company in (i) preserving its client relationships and goodwill, and (ii) protecting its Confidential Information from misuse and/or disclosure.

“Restricted Services” means:

(i)job duties or other business-related activities that are the same as or substantially similar to the job duties or business-related activities in which the Employee participated for the Company in the 24-month period prior to the termination of the Employee’s employment for any reason; and

(ii)job duties or other business-related activities in which the Employee could reasonably be expected to use or disclose, intentionally or inadvertently, Confidential Information that the Employee received during the 12-month period prior to the termination of the Employee’s employment for any reason.

III

Covenants/Related Provisions

1.Non-Disclosure and Non-Use of Confidential Information: The Company shall provide the Employee with access to Confidential Information in the course of performance of the Employee’s duties. Except for in performance of the Employee’s duties for the Company, the Employee agrees not to disclose, use, copy, take, download, upload, duplicate or otherwise permit the use, disclosure, copying, taking, downloading, uploading, or duplication of any Confidential Information during or following his/her employment with the Company. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. The Employee shall promptly report to the Company any actual or suspected violation of confidentiality obligations toward the Company and will take all reasonable further steps requested by the Company and to prevent, control or remedy any such violation. The Employee acknowledges and agrees that the Employee shall have no ownership or privacy interest in materials or information that is stored on or transmitted using property or equipment or rights leased, licensed or owned by the Company, even if the Employee claims an ownership or privacy interest in such materials or information. The Employee agrees that to any extent that the Employee uses the Company’s resources for such materials and information, the Employee forfeits any privacy and ownership interest in them and agrees that they shall be subject to ownership, access, use and disclosure by the Company at any time without notice to or further consent of the Employee.

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2.Non-Solicitation of DXC Employees, Clients, and Prospective Clients: During the time of the Employee’s employment and a period of 12 months following the termination of the Employee’s employment for any reason, the Employee shall not, without the express, prior written consent of DXC’s General Counsel, engage, in the Restricted Area, in any of the conduct described below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company:

(i)solicit (or contact in any manner which could reasonably be construed as solicitation), hire or employ, attempt to hire or employ, retain as or attempt to retain as a consultant or an independent contractor, any current employee of the Company or any person who was an employee of the Company within the 6-month period preceding such solicitation, contact, hiring or employment, or attempted hiring or employment, excluding any employee or other service provider who (a) is not and was not at any time an officer of the Company and (b) who had a pre-existing relationship with the Employee and was hired or engaged by the Company during the period of the Employee’s employment at the instigation of the Employee;

(ii)solicit (or contact in any manner which could reasonably be construed as solicitation) any Client or Prospective Client for the purpose of selling or providing solutions, products and/or services competitive with Services provided by or offered by the Company, or divert or cause a reduction in the business between the Company and any Client or Prospective Client. The Employee understands and acknowledges, however, that this non-solicitation obligation shall not apply if (i) the Client or Prospective Client chose to seek such Services from the Employee without the Employee having taken any steps to solicit its business, and (ii) the Employee has otherwise complied with the restrictive covenants set forth herein; or

(iii)solicit or communicate with any vendor, supplier, subcontractor, or partner of the Company with which the Employee worked or about which the Employee received Confidential Information, at any time during the 12-month period preceding the termination of the Employee’s employment with the Company, for the purpose of persuading or assisting such vendor, supplier, subcontractor, or partner to terminate, or modify to the detriment of the Company, any business relationship with the Company.

3.Non-Competition: During the time of the Employee’s employment and a period of 12 months following the termination of the Employee’s employment for any reason, the Employee shall not, without the express, prior written consent of DXC’s General Counsel, in the Restricted Area, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company, provide Restricted Services for or on behalf of a Competitor.

4.Notice of Post-Employment Activities: If the Employee accepts a position with a Competitor at any time within twenty-four months following termination of employment with

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the Company, the Employee must promptly give written notice to DXC's General Counsel, and must provide DXC with the information it needs about the Employee’s new position to determine whether such position would likely lead to a violation of this Agreement (except that the Employee need not provide any information that would include the Competitor's confidential information or trade secrets). The Employee consents to the Company notifying his or her new employer of the Employee’s rights and obligations under this Agreement.

5.Non-Disparagement. During and after his employment with the Company, Employee agrees not to disparage the Company, and similarly the Company agrees not to disparage Employee, in each case other than in truthful testimony given in response to a lawful subpoena or similar court or governmental order.

6.Injunctive Relief/Remedies: The Employee acknowledges and agrees that if the Employee were to breach, or threaten to breach, any of the covenants set forth in this Agreement, the Company would suffer immediate and irreparable harm and would therefore be entitled to specific performance through equitable relief, including injunctive relief, ordered by a court of appropriate jurisdiction, without the need to post any bond. The Employee therefore consents and stipulates to the entry of such injunctive relief in an appropriate court prohibiting the Employee from breaching this Agreement. Nothing in this Agreement shall diminish the right of the Company to claim and recover money damages. The rights of the Company set forth in this Section 4 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate agreement with the Employee or otherwise with respect to the events described in this Agreement.

7.Reasonableness, Reformation, and Revival: The Employee agrees that the terms and conditions set forth in this Agreement are fair and reasonable and are reasonably required for the protection of the interests of the Company. The Employee further agrees that if the Employee violates the provisions of this Agreement that the number of days that the Employee is in violation will be added to any periods of limitation on the activities specified herein. However, if the scope of any provision contained in this Agreement is too broad to permit enforcement of such provision to its full extent, then the Company and the Employee agree that, in accordance with Nevada law, the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, and enforce this Agreement as reformed or modified. Subject to the provisions of the foregoing sentence, whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision, to the extent of such prohibition or invalidity, shall be deemed not to be a part of this Agreement, and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. The Employee specifically agrees that each provision and subsection of this Agreement is independent of and severable from the others, and may be enforced independently, which shall, as applicable, continue in full force and effect after the expiration or termination of this Agreement.

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8.Assignment: The rights and obligations of the Company under this Agreement may, without the consent of Employee, be assigned by the Company, in its sole discretion, to any subsidiary, venture or affiliate of the Company or successor in interest to a substantial portion of the business or assets of the Company. Employee shall not have the right to assign Employee’s rights or obligations under this Agreement.

9.Waiver of Breach: Any failure or delay on the part of either party to exercise any remedy or right under this Agreement shall not operate as a waiver. The failure of either party to require performance of any of the terms, covenants, or provisions of this Agreement by the other party shall not constitute a waiver of any of the rights under the Agreement. No forbearance by either party to exercise any rights or privileges under this Agreement shall be construed as a waiver, but all rights and privileges shall continue in effect as if no forbearance had

occurred. No covenant or condition of this Agreement may be waived except by the written consent of the waiving party.

10.Binding Effect: Employee agrees that this Agreement shall be binding upon Employee’s heirs, executors, and other legal representatives or assigns.

11.Amendment: This Agreement may not be modified or amended except by a written instrument executed by Employee and DXC’s General Counsel.

12.Entire Agreement: This Agreement constitutes Employee’s and the Company’s entire agreement and supersedes all other prior agreements, understandings or representations by or between the parties, whether oral or written, with respect to the specific subject matters herein. Specifically, should Employee and the Company be parties to another agreement with provisions regarding confidentiality, non-disclosure, non-competition, non-solicitation of clients, prospective clients or employees, and all related definitions thereof, or any other restrictive covenants included in this Agreement, such similar provisions of any other such agreement are superseded by the terms of this Agreement; provided, that, this Agreement does not supersede, and is superseded by, any similar provisions of the Employment Agreement between DXC and the Employee, dated April 1, 2024; and, provided, further, that this Agreement does not supersede the provisions of any equity award agreement between Employee and DXC that addresses Recoupment and Forfeiture, except as expressly stated herein.

13.Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to its conflict of law rules.

[signature page follows]

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EMPLOYEE:	FOR THE COMPANY:
/s/ Raul Fernandez______________________ Signature	s/ Zafar Hasan______________________
Raul Fernandez _________________________________________________________________________________ Printed Name March 31, 2024	Name: Zafar Hasan Title: Senior Vice President – Deputy General Counsel Date: March 31, 2024
Date

US_DOCS\147998304.14 – Signature page to Non-Competition/Non-Solicitation Agreement

ANNEX E

Form of PSU Agreement [attached]

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DXC TECHNOLOGY COMPANY 2017 OMNIBUS INCENTIVE PLAN

PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

1.Grant of Award.

This Agreement (“Agreement”), dated as of «Grant_Date_x» (the “Grant Date”) by and between DXC Technology Company, a Nevada corporation (the “Company”), and

«Name_x», a full-time employee of the Company and/or one or more of its Subsidiaries (the “Employee”).

This Agreement granting the Employee an award of restricted stock units under the Plan (the “Award”) shall be subject to all of the terms and conditions set forth in the DXC Technology Company 2017 Omnibus Incentive Plan (the “Plan”) and this Agreement. Except as defined herein or in Appendix A, capitalized terms shall have the same meanings ascribed to them under the Plan.

This Award is subject to the data privacy provisions set forth in Appendix B. Appendix A, Appendix B, Appendix C and Appendix D constitute part of this Agreement.

Award Granted: «Shares_Granted_x» Restricted Stock Units (the “Target Units”)

2.Normal Settlement of RSUs at end of Performance Period.

(a)The total number of RSU Shares delivered in settlement of this Award shall be between 0% and 200%, inclusive, of the number of Target Units, and, except as otherwise provided in this Agreement, shall be determined by the Committee pursuant to Appendix C to this Agreement based on the Company’s performance for the Fiscal Year []1 performance period (the “Performance Period”). Dividend Equivalents will be paid with respect to such RSU Shares delivered in settlement at the same time as the Restricted Stock Units (“RSUs”) are settled.

(b)For purposes of this Section 2, this Award shall be settled on the Scheduled Settlement Date.

(c)Any RSU Shares the Employee receives in settlement of the RSUs shall be subject to any holding period requirements or other restrictions set forth in the Company’s stock ownership guidelines applicable to the Employee, as in effect from time to time. The Employee acknowledges that he or she may be prohibited from selling or otherwise disposing of such RSU Shares while subject to such guidelines.

1Note to Draft: To be the three fiscal year performance period.

US_DOCS\148066434.7

3.Effect of Termination of Employment; Approved Termination; Qualifying Termination; Change in Control; Recoupment and Forfeiture.

(a)Age 55 or Older Other than for Cause, death or Disability with at least 5Years of Service; Approved Termination; Qualifying Termination. If:

(i)the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated after the end of Fiscal Year []2 or during Fiscal Year []3 or Fiscal Year []4 at age 55 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) in continuous service as an employee and/or director of the Company or its Subsidiaries for at least 5 years immediately prior to the date of termination of employment status (such termination, a “Qualifying Retirement”), then the RSUs shall remain outstanding and shall settle in accordance with Section 2 and Appendix C of this Agreement, without proration, on the Scheduled Settlement Date, subject to Employee’s continued compliance with the restrictive covenants contained in Section 6 and subject further to the forfeiture provisions of Section 5(b); or

(ii)if Section 3(a)(i) does not apply and the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated at any time on or before the end of Fiscal Year []5 and such termination is specifically approved by the Committee for purposes of this Section 3(a), then the Company shall settle a fraction of the RSUs that otherwise would settle in accordance with Section 2 and Appendix C of this Agreement on the Scheduled Settlement Date. This fraction will be determined by calculating the number of full months of continuous service with the Company or its Subsidiaries that the Employee has completed since the start of the Performance Period and then dividing this number by 36. If the Employee’s status as an employee of the Company or any of its Subsidiaries terminates pursuant to this Section 3(a) after the end of Fiscal Year []6, then the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement, without pro-ration, on the Scheduled Settlement Date. If the Employee experiences a Qualifying Termination that is not a Qualifying Retirement after the end of Fiscal Year []7 and before or more than two years after a Change in Control, the Qualifying Termination will be deemed an approved termination for purposes of Section 3(a)(ii) hereof.

2Note to Draft: To be the first fiscal year in the performance period.

3Note to Draft: To be the second fiscal year in the performance period.

4Note to Draft: To be the third fiscal year in the performance period.

5Note to Draft: To be the third fiscal year in the performance period.

6Note to Draft: To be the third fiscal year in the performance period.

7Note to Draft: To be the first fiscal year in the performance period.

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(b)Death or Disability.

(i)If, on or before the end of Fiscal Year []8, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of the death or Disability of the Employee, then, one calendar month after the Employee’s status as an employee of the Company or its Subsidiaries is terminated (the “Employment Termination Date”) the Company shall settle the RSUs in full by delivering a pro-rated amount of 100% of the Target Units, with such pro-ration based on the Employee’s period of service during the Performance Period.

(ii)If, after the end of Fiscal Year []9 and prior to the Scheduled Settlement Date, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of the death or Disability of the Employee, then the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement, without pro-ration, as soon as practicable after the Employment Termination Date, but in no event later than the Scheduled Settlement Date.

(iii)If settlement is by reason of termination due to death, settlement shall be to the beneficiary designated by the Employee for such purpose.

(c)Cancellation of RSUs upon Other Termination of Employment. If, on or before the end of Fiscal Year []10, the Employee’s status as an employee of the Company or any of its Subsidiaries terminates for any reason (or no reason), other than pursuant to Section 3(a) or (b) hereof, then the RSUs and all related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date. If the Employee’s status as an employee of the Company or any of its Subsidiaries terminates for any reason (or no reason), other than pursuant to Section 3(a) or (b) hereof, after the end of Fiscal Year []11, then the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement on the Scheduled Settlement Date.

(d)Change in Control.

(i)Upon a Change in Control that occurs on or before the end of the Performance Period while Employee is employed by the Company or its Subsidiaries, a number of RSUs equal to the greater of (I) 100% of the Target Units or (II) the percentage of Target Units that would vest pursuant to Section 2 and Appendix C (determined as if the date of the Change in Control were the last day of the Performance Period) shall, subject to Section 18 of the Plan, vest and be settled in accordance with the following terms of this Section 3(d)(i). Following the Change in Control, the RSUs shall vest based solely on the passage of time and the Employee's continued employment with the Company (including any successor to the Company resulting from the Change in Control) and its

8Note to Draft: To be the third fiscal year in the performance period.

9Note to Draft: To be the third fiscal year in the performance period.

10Note to Draft: To be the third fiscal year in the performance period.

11Note to Draft: To be the third fiscal year in the performance period.

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Subsidiaries as follows:

(x) if the Change in Control happens on or before the first anniversary of the Grant Date, the RSUs shall vest in substantially equal thirds on the first, second and third anniversaries of the Grant Date; (y) if the Change in Control happens after the first anniversary of the Grant Date but on or before the second anniversary of the Grant Date, the RSUs shall vest in substantially equal halves on the second and third anniversaries of the Grant Date; and (z) if the Change in Control happens after the second anniversary of the Grant Date, the RSUs shall vest in their entirety on the third anniversary of the Grant Date. The RSUs shall be subject to all other terms and conditions of this Agreement; provided, however, that if, on or within two (2) years after the date of the Change in Control and prior to when the RSUs have vested in full, the Employee experiences a Qualifying Termination, or the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated as a result of the Employee’s death or Disability or pursuant to Section 3(a) above, then the RSUs shall automatically vest in full as of the Employment Termination Date. Settlement of any RSUs (and any related Dividend Equivalents) that vest pursuant to this Section 3(d)(i) shall occur on or as soon as administratively practicable (but, subject to Section 19 below, in no event later than 2.5 months) after the applicable vesting date.

(ii)Upon a Change in Control that occurs after the end of Fiscal Year [ ]12 and prior to the Scheduled Settlement Date, the Company shall settle the RSUs in accordance with Section 2 and Appendix C of this Agreement, without pro ration, as soon as practicable after the Change in Control, but in no event later than the Scheduled Settlement Date

(e)Recoupment and Forfeiture. Settlement of all or a portion of the Award pursuant to this Section 3 is subject to the forfeiture provisions of this Section 3. Settlement of all or a portion of the Award is subject to recoupment by the Company pursuant to Section 5.

(f)Leave of Absence. If the Employee is granted a leave of absence (including a military leave of absence), the Employee and the Company each reasonably anticipate that the Employee will return to active employment and either (x) the leave of absence is to be for not more than six months or (y) at all times during the leave of absence the Employee has a statutory or contractual right to return to work, then for purposes of this Award: (i) while on leave of absence the Employee shall be treated as if he were an active employee; (ii) if the Employee’s leave of absence is terminated and the Employee does not timely return to active employment, the date of the end of the leave of absence shall be treated as the Employment Termination Date; (iii) if the Employee’s leave of absence is terminated and the Employee timely returns to active employment, he shall be treated as if active employment had continued uninterrupted during the leave of absence; and (iv) if the Employee’s leave of absence continues to the Scheduled Settlement Date or any other date for settlement of the RSUs as provided under this Award, any RSUs which the Employee would otherwise be entitled to receive if he were an active employee shall be settled on such date.

12Note to Draft: To be the third fiscal year in the performance period.

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(g)Termination Date. The Employment Termination Date shall occur (regardless of the reason of termination and whether or not the termination was in breach of applicable labor laws or the Employee’s employment contract, if any) effective as of the date that the Employee is no longer actively providing services and will not be extended by any notice period mandated under applicable law or contractual right. The Committee shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the RSUs (including whether the Employee may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, except as set forth in Section 3(a), the Employee is not entitled to pro-rata vesting of any RSUs if the Employee is employed for only a portion of the vesting period.

4.Withholding and Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant or settlement of the RSUs pursuant to this Agreement (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the “Withholding Date”), then the Employee shall pay to the Company on the Withholding Date, the aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the “Withholding Liability”), which payment shall be made by the automatic cancellation by the Company of a portion of the RSU Shares; provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); and provided further that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon settlement of the RSUs; and provided further, however, that the Employee may, on or before the Withholding Date, irrevocably elect to instead pay to the Company, by check or wire transfer delivered or made within one business day after the Withholding Date, an amount equal to or greater than the Withholding Liability.

(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to Taxes.

5.Recoupment and Forfeiture – Detrimental Activity.

(a)Refund of Stock Value. If the Employee engages in Detrimental Activity (as defined below in Section 5(c)) during the time periods set forth in each provision of Section 5(c), then, if the RSUs were settled within the period beginning on the date which is one year prior to the earlier of (i) the Employment Termination Date and (ii) the occurrence of such event, and ending on the occurrence of such event, the Employee shall immediately deliver to the Company an amount in cash equal to the (i) aggregate Fair Market Value, determined as of such Settlement Date, of all RSU Shares which were delivered to the Employee or cancelled in payment of Taxes on such Settlement Date and (ii) Dividend Equivalents paid to the Employee in respect of those RSU Shares.

(b)Forfeiture of RSUs. If the Employee engages in Detrimental Activity prior to the final Settlement Date for the RSUs, the RSUs and all related Dividend Equivalents shall be terminated and forfeited.

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(c)For purposes of this Agreement, “Detrimental Activity” shall mean any of the

following:

(i)At any time, failing to abide by Employee’s contractual obligations regarding non-competition; provided that for purposes of this Section 5(a)(c), the period applicable to such contractual obligations shall be deemed to be the time of Employee’s employment and a period of 24 months following the termination of the Employee’s employment for any reason;

(ii)at any time, failing to abide by Employee’s contractual obligations regarding confidentiality;

(iii)at any time failing to abide by Employee’s contractual obligations to assign all intellectual property to the Company and/or any of its Subsidiaries;

(iv)failing to abide by any other contractual obligations to the Company and/or any of its Subsidiaries, as set forth in those contracts (including Section 6 below), including (A) obligations not to solicit employees of the Company and/or any of its Subsidiaries to perform services for others, and (B) obligations not to solicit business from clients, vendors or business partners of the Company and/or any of its Subsidiaries;

(v)engaging during the term of employment in any action that warrants or results in termination of Employee’s employment for “Cause,” as defined in Appendix A;

(vi)any other willful action determined by the Company to be materially injurious, detrimental or prejudicial to any of the interests of the Company and/or any of its Subsidiaries during the term of employment and a period of two years thereafter.

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(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota or Nebraska, Section 5(c)(i) of the definition of Detrimental Conduct shall not apply. In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 5 and choose the application of California law to Section 5 of this Agreement in accordance with California Labor Code §925. If this occurs, then Section 5(c)(iv) of the definition of Detrimental Activity shall be deemed modified so that it only prohibits conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries; provided, however, that the Company and/or any of its Subsidiaries shall continue to retain all of their rights in trade secrets and nothing in this Agreement shall be construed eliminate, reduce or adversely affect the rights that the Company and/or any of its Subsidiaries would otherwise have related to the protection of their trade secrets absent this Agreement. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 5 of this Agreement.

(e) As an additional condition of receiving this Award, the Employee agrees and acknowledges that the Award shall be subject to repayment to the Company in whole or in part in the event of a financial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company and applicable to the Employee.

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6.Employee Covenants.

(a)Non-Disclosure and Non-Use of Confidential Information. The Company and/or any of its Subsidiaries shall provide the Employee with access to Confidential Information in the course of performance of the Employee’s duties. Except for in performance of the Employee’s duties for the Company and/or any of its Subsidiaries, the Employee agrees not to disclose, use, copy, take, download, upload, duplicate or otherwise permit the use, disclosure, copying, taking, downloading, uploading, or duplication of any Confidential Information during or following his/her employment with the Company and/or any of its Subsidiaries. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. The Employee shall promptly report to the Company and/or any of its Subsidiaries any actual or suspected violation of confidentiality obligations toward the Company and/or any of its Subsidiaries and will take all reasonable further steps requested by the Company and/or any of its Subsidiaries to prevent, control or remedy any such violation. The Employee acknowledges and agrees that the Employee shall have no ownership or privacy interest in materials or information that is stored on or transmitted using property or equipment or rights leased, licensed or owned by the Company and/or any of its Subsidiaries, even if the Employee claims an ownership or privacy interest in such materials or information. The Employee agrees that to any extent that the Employee uses the Company’s and/or any of its Subsidiaries’ resources for such materials and information, the Employee forfeits any privacy and ownership interest in them and agrees that they shall be subject to ownership, access, use and disclosure by the Company and/or any of its Subsidiaries at any time without notice to or further consent of the Employee.

(b)Non-Solicitation of the Company’s Employees, Clients, and ProspectiveClients. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Solicitation Period, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage, in the Restricted Area, in any of the conduct described below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries:

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(i)solicit (or contact in any manner which could reasonably be construed as solicitation), hire or employ, attempt to hire or employ, retain as or attempt to retain as a consultant or an independent contractor, any current employee of the Company and/or any of its Subsidiaries or any person who was an employee of the Company and/or any of its Subsidiaries within the 6-month period preceding such solicitation, contact, hiring or employment, or attempted hiring or employment, excluding any employee or other service provider who (a) is not and was not at any time an officer of the Company and (b) who had a pre-existing relationship with the Employee and was hired or engaged by the Company during the period of the Employee’s employment at the instigation of the Employee;

(ii)solicit (or contact in any manner which could reasonably be construed as solicitation) any Client or Prospective Client for the purpose of selling or providing solutions, products and/or services competitive with Services provided by or offered by the Company and/or any of its Subsidiaries, or divert or cause a reduction in the business between the Company and/or any of its Subsidiaries and any Client or Prospective Client. The Employee understands and acknowledges, however, that this non-solicitation obligation shall not apply if (i) the Client or Prospective Client chose to seek such Services from the Employee without the Employee having taken any steps to solicit its business, and (ii) the Employee has otherwise complied with the restrictive covenants set forth herein; or

(iii)solicit or communicate with any vendor, supplier, subcontractor, or partner of the Company and/or any of its Subsidiaries with which the Employee worked or about which the Employee received Confidential Information, at any time during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries, for the purpose of persuading or assisting such vendor, supplier, subcontractor, or partner to terminate, or modify to the detriment of the Company and/or any of its Subsidiaries, any business relationship with the Company and/or any of its Subsidiaries.

(c)(i) Non-Competition. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Competition Period, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, in the Restricted Area, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries, provide Restricted Services for or on behalf of a Competitor.

(ii)Non-Competition Restriction in the Event of a Reduction in Force. In the event the Employee’s employment is terminated by the Company and/or any of its Subsidiaries due to a reduction in force, reorganization or similar type of restructuring, the Company and/or any of its Subsidiaries may choose to enforce the provisions of Section 6(c)(i) to the extent permitted by applicable law, including by providing the Employee additional salary, benefits, or severance pay

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(collectively “Severance Pay”) during the Non-Competition Period. If the Company and/or any of its Subsidiaries choose to make such an offer of Severance Pay, they may, in their discretion, condition the Employee’s receipt of Severance Pay on the Employee’s execution of a release of claims against the Company and/or any of its Subsidiaries.

(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota, or Nebraska, the Employee will not be subject to the terms of Section 6(c). In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 6 as set forth in this paragraph and choose the application of California law to Section 6 of this Agreement in accordance with California Labor Code §925. If this occurs, then the restrictions in Section 6(b) shall be deemed modified so that they only prohibit conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 6 of this Agreement.

(e)Notice of Post-Employment Activities. If the Employee accepts a position with a Competitor at any time within twenty-four months following termination of employment with the Company and/or any of its Subsidiaries, the Employee must promptly give written notice to the senior Human Resources manager for the business sector in which the Employee worked, with a copy to the Company’s General Counsel, and must provide the Company with the information it needs about the Employee’s new position to determine whether such position would likely lead to a violation of this Agreement (except that the Employee need not provide any information that would include the Competitor's confidential information or trade secrets). The Employee consents to the Company and/or any of its Subsidiaries notifying his or her new employer of the Employee’s rights and obligations under this Agreement.

(f)Compliance with Defend Trade Secrets Act; Other Protected Disclosures. The Employee acknowledges that he or she is hereby notified that, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833, the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Employee files a lawsuit for retaliation against the Company and/or any of its Subsidiaries for reporting a suspected violation of law, the Employee may disclose the trade secrets of the Company and/or any of its Subsidiaries to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Further, nothing in the Plan, or this Agreement will prevent Employee from (i) exercising any rights Employee may have under Section 7 of the National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Employee has reason to believe is unlawful.

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(g)Inventions. The Employee acknowledges and agrees that as a function of the Employee’s employment with the Company and/or any of its Subsidiaries, the Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). The Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any of its Subsidiaries, and hereby assigns exclusively to the Company without additional compensation or consideration to the Employee all the Employee’s rights, title and interest in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, without limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of

(a) the assignment of all rights of the Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney- in-fact, to act for and in the Employee’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. The Employee will assist the Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of the Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during the last period of employment with the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee prior to employment with the Company and/or any of its Subsidiaries without using any equipment, supplies, facilities, services, or Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to the business of the Company and/or any of its Subsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any of its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the

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Employee’s state of domicile. The Employee has been given the opportunity to set forth, on the form set forth as Appendix D, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If the Employee has completed Appendix D, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any of its Subsidiaries may not necessarily agree with all of the Employee’s assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee has an interest at any time prior to or during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to use or incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such Invention, including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and the right to sublicense those rights to others.

(h)Copyrights. The Employee acknowledges and agrees that any and all copyrightable works prepared by him or her within the scope of the Employee’s employment by the Company and/or its Subsidiaries and/or its predecessors in interest shall be works made for hire, that the Company and/or its Subsidiaries shall own all rights under copyright in and to such works, and that the Company and/or its Subsidiaries shall be considered the author of all such works. If and to the extent that any jurisdiction should fail to deem any such work to be a work made for hire owned by the Company and/or any of its Subsidiaries, the Employee hereby irrevocably assigns to the Company and/or any of its Subsidiaries all rights, title and interest in and to such work, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, oral rights, and all rights corresponding thereto throughout the world. To the extent moral rights may not be assigned, the Employee hereby waives the benefit or protection of same, and waives all rights under the Visual Artists Rights Act.

(i)Injunctive Relief and Damages.

(i)Injunctive Relief. The Employee acknowledges and agrees that if the Employee were to breach, or threaten to breach, any of the covenants set forth in Section 6 hereof, the Company and/or any of its Subsidiaries would suffer immediate and irreparable harm and would therefore be entitled to specific performance through equitable relief, including injunctive relief, ordered by a court of appropriate jurisdiction, without the need to post any bond. The Employee therefore consents and stipulates to the entry of such injunctive relief in an appropriate court prohibiting the Employee from breaching this Agreement.

(ii)Damages. Nothing in this Section shall diminish the right of the Company and/or any of its Subsidiaries to claim and recover money damages,

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including the value and return of equity as provided in Section 6, in addition to injunctive relief or any other remedy provided by law or under this Agreement.

(j)Effect on Other Rights and Remedies. The rights of the Company set forth in this Section 6 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 6 hereof.

(k)Reasonableness, Reformation and Revival. The Employee agrees that the terms and conditions set forth in this Section 6 are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company and its Subsidiaries, including its Confidential Information and goodwill. The Employee further agrees that if the Employee violates the provisions of Sections 6(b) or 6(c) of this Agreement (if applicable) that the number of days that the Employee is in violation will be added to any periods of limitation on the activities specified herein. However, if the scope of any provision contained in Section 6 is too broad to permit enforcement of such provision to its full extent, then the Company and the Employee agree that, in accordance with Nevada law, the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, and enforce this Agreement as reformed or modified. Subject to the provisions of the foregoing sentence, whenever possible, each provision of this this Section 6 will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 6 is held to be prohibited by or invalid under applicable law, such provision, to the extent of such prohibition or invalidity, shall be deemed not to be a part of this Agreement, and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. The Employee specifically agrees that each provision and subsection of Section 6 is independent of and severable from the others, and may be enforced independently, which shall, as applicable, continue in full force and effect after the expiration or termination of this Agreement.

7.Registration of Units.

The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

8.Certain Corporate Transactions.

In the event that the outstanding securities of any class then comprising the RSU Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term “RSU Shares,” as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed

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in respect of the RSU Shares, or into or for which the RSU Shares are so increased, decreased, exchanged or converted.

9.Shareholder Rights.

The Employee shall have no rights of a shareholder with respect to RSU Shares subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Employee.

10.Assignment of Award.

Except as otherwise permitted by the Committee, the Employee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Employee’s rights under and interest in this Award may be made by the Employee other than by will or by the laws of descent and distribution.

11.Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231,

Ashburn, VA 20147, United States of America; or

(b)by hand delivery or otherwise to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147, United States of America.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

12.Stock Certificates.

Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 12 have been complied with.

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13.Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and/or any of its Subsidiaries, and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Employee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein. Notwithstanding the foregoing, the rights and obligations of the Company and/or any of its Subsidiaries under this Agreement may, without the consent of the Employee, be assigned in whole or in part by the Company and/or any of its Subsidiaries, in their sole discretion, to any subsidiary, venture or affiliate of the Company or successor in interest to any portion of the business or assets of the Company and/or any of its Subsidiaries.

14.Plan.

The RSUs are granted pursuant to the Plan, as in effect on the Grant Date, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSUs or of any of the Employee’s rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until the RSUs are settled in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee.

15.No Employment Guaranteed.

No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company and/or its Subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company and/or its Subsidiaries, (c) affect the right of the Company and/or any of its Subsidiaries to terminate the employment of the Employee, with or without Cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company and/or its Subsidiaries other than the Plan. The Employee hereby acknowledges and agrees that the Company and/or any of its Subsidiaries may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Company and/or any of its Subsidiaries are parties to a written employment agreement that expressly provides otherwise.

16.Nature of Company Restricted Stock Unit Grants.

The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;

(b)the Company grants RSUs voluntarily and on an occasional basis, and the receipt of the RSUs by the Employee does not create any contractual or other right to receive any

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future grant of RSUs, or any benefits in lieu of a grant of RSUs, even if RSUs have been granted in the past;

(c)all decisions with respect to future grants of RSUs by the Company will be made in the sole discretion of the Company;

(d)the Employee is voluntarily participating in the Plan;

(e)the future value of the RSUs and RSU Shares is unknown and cannot be predicted with certainty;

(f)the RSUs and RSU Shares, and the income from and value of same, are an extraordinary item which does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Employee’s employment or service contract, if any;

(g)the RSUs and the RSU Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(h)the RSUs and the RSU Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, any holiday pay, bonuses, long-service awards or pension or retirement or welfare benefits, or any similar payments;

(i)unless otherwise agreed with the Company, the RSUs and the RSU Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary; and

(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Employee’s employment (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or providing services or the terms of the Employee’s employment or service agreement, if any).

17.Governing Law; Consent to Jurisdiction; Venue.

Except as otherwise provided in Sections 5 and 6, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, shall be brought exclusively in the state or federal courts in the State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts and waive any objection to venue in such courts, whether on the basis of the doctrine of “forum non conveniens” or otherwise. If the Employee has received this or any other document related to the Plan translated into a language

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other than English, and the translated version is different than the English version, the English version will control.

18.Entire Agreement; Amendment and Waivers.

This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. Notwithstanding the foregoing, should the Employee and the Company and/or any of its Subsidiaries be parties to another agreement with provisions regarding confidentiality, non- disclosure, non-competition, non-solicitation of clients, prospective clients or employees, and all related definitions thereof, or any other restrictive covenants included in this Agreement, such similar provisions of any other such agreement shall remain in full force and effect. Except as set forth in Section 21 or Section 23, none of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated. Any failure or delay on the part of either party to exercise any remedy or right under this Agreement shall not operate as a waiver. The failure of either party to require performance of any of the terms, covenants, or provisions of this Agreement by the other party shall not constitute a waiver of any of the rights under the Agreement. No forbearance by either party to exercise any rights or privileges under this Agreement shall be construed as a waiver, but all rights and privileges shall continue in effect as if no forbearance had occurred. No covenant or condition of this Agreement may be waived except by the written consent of the waiving party.

19.Section 409A Compliance.

Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short- term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).

Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular:

(a)if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or

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(iii)such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and

(b)if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then:

(i)upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and

(ii)the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 19, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.

20.No Advice Regarding RSUs.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of RSU Shares. The Employee should consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan.

21.Compliance with Law.

Notwithstanding any other provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the RSU Shares, the Company shall not be required to deliver any RSU Shares issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the RSU Shares under any federal, state, or local securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining approval or other clearance from any federal, state, or local governmental agency, which registration, qualification, or approval the Company shall, in its absolute discretion

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deem necessary or advisable. The Employee understands that the Company is under no obligation to register or qualify the RSU Shares with the SEC or any state securities commission or to seek approval or clearance from any governmental authority for the issuance or the sale of the RSU Shares. Further, the Employee agrees that the Company shall have unilateral authority to amend this Agreement without the Employee’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of RSU Shares.

22.Electronic Delivery and Participation.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on- line or electronic system established and maintained by the Company or a third party designated by the Company.

23.Insider Trading/Market Abuse Laws.

The Employee acknowledges that the Employee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Employee’s ability to accept, acquire, sell, or otherwise dispose of shares of Common Stock, rights to shares of Common Stock, or rights linked to the value of shares of Common Stock (e.g., phantom awards, futures) during such times as the Employee is considered to have “inside information” regarding the Company (as defined by applicable laws or regulations). Insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee places before possessing inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Employee should speak to his or her personal advisor on this matter.

24.Severability.

The provisions of the Agreement are severable and any provision of the Agreement which is invalid, illegal or unenforceable, in whole or in part, in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of the Agreement invalid, illegal or unenforceable in any other jurisdiction.

25.Imposition of Other Requirements.

The Company reserves the right to impose other requirements on the Employee’s

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participation in the Plan, on the RSUs and on any RSU Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD A REASONABLE OPPORTUNITY TO DO SO, AND THAT EMPLOYEE EITHER HAS CONSULTED, OR ON EMPLOYEE’S OWN VOLITION CHOSEN NOT TO CONSULT, WITH SUCH COUNSEL.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

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EMPLOYEE

«Name_x»

The Employee acknowledges receipt of the Plan and a Prospectus relating to this Award, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

DXC TECHNOLOGY COMPANY

By:     /s/ William L. Deckelman, Jr,     William L. Deckelman, Jr.

Executive Vice President and General Counsel

«Name_x» ACCEPTANCE DATE

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Appendix A

1.Definitions.

For purposes of this Agreement:

(a)“Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company or its affiliates; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(b)“Client” means:

(i)any individual, business entity or other enterprise with respect to which the Employee provided solutions, products, and/or services of the Company and/or any of its Subsidiaries (“Services”) during the 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries;

(ii)    any individual, business entity or other enterprise with which the Employee transacted business on behalf of the Company and/or any of its Subsidiaries during 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries; and

(iii)    any individual, business entity or other enterprise with respect to which the Employee possessed Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries.

(c)“Competitor” means each of the following entities: Accenture, Capgemini, Cognizant, EPAM, Infosys, HCL, TCS, Wipro, Kyndryl, Atos, Thoughtworks, Globant, HPE, Dell, IBM, Unisys and Endava.

For purposes of this Agreement, the parties specifically agree (i) that the Company and/or any of its Subsidiaries are engaged in the business of providing technology-enabled solutions, products and services; (ii) that the Services and capabilities of the Company and/or its Subsidiaries include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting; and (iii) that the Company and/or its Subsidiaries actively solicits business from, and provides Services to, clients located throughout the United States and the world.

(d)“Confidential Information” means all confidential and/or proprietary business information and data, trade secrets, patents, copyrights, sales and financial data, pricing

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information, methods, technical information, and know-how information of the Company and/or any of its Subsidiaries relating to the business plans and strategies of the Company and/or any of its Subsidiaries including, but not limited to, information which is marked and/or defined as restricted information (such as DXC Confidential, DXC Internal Use Only, Financial Information, or Controlled Information), or otherwise prohibited from disclosure by the Company’s Confidential Information Policy and/or Code of Business Conduct. Confidential Information generally refers to information about or belonging to the Company and/or any of its Subsidiaries or third parties that is not publicly available and could cause harm if it was disclosed without permission. Examples include information about existing and proposed business ventures; corporate strategies; engineering ideas; pricing schedules; information that requires a security clearance to access; customers and/or prospects names and lists; marketing plans and procedures; research and development plans; methods of doing business (both technical and non-technical); information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products that the Company and/or any of its Subsidiaries has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future; hardware and database technologies or technological information; designs, process and systems information; confidential intellectual property; employee staffing and compensation information; and any other confidential or proprietary information which relates to the business of the Company and/or its Subsidiaries or to the business of any Client or Prospective Client or vendor of the Company and/or its Subsidiaries or any other party with whom the Company and/or any of its Subsidiaries agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not. Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, or (iv) disclosed without similar restrictions by the Company and/or any of its Subsidiaries to a third party (other than an affiliate or customer of the Company and/or any of its Subsidiaries).

(e)“Employer” shall mean the Employee’s employer.

(f)“Employment Agreement” shall mean the employment agreement between the Employee and the Company dated September 12, 2019, as amended from time to time.

(g)“Non-Competition Period” means the time of the Employee’s employment and a period of 12 months following the termination of the Employee’s employment for any reason.

(h)“Non-Solicitation Period” means the time of the Employee’s employment and a period of 12 months following the termination of the Employee’s employment for any reason.

(i)“Prospective Client” means any individual, business entity or other enterprise which is not a Client but (a) whose business the Company and/or any of its Subsidiaries had solicited at any time during the 12-month period preceding the termination of the Employee’s

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employment with the Company and/or any of its Subsidiaries for any reason, and (b) concerning which solicitation the Employee obtained the Company’s and/or any of its Subsidiaries’ Confidential Information.

(j)“Qualifying Termination” shall have the meaning set forth in the Employment Agreement.

(k)“Restricted Area” means:

(i)any geographic area in the world for which the Employee had job responsibilities during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason;

(ii)any geographic area in the world where the Company and/or any of its Subsidiaries engages in business activities and about which business the Employee obtained Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason; and

(iii)    any geographic area in the world from which the Employee, by engaging in business, can threaten the legitimate business interests of the Company and/or any of its Subsidiaries in

(i) preserving its client relationships and goodwill, and (ii) protecting its Confidential Information from misuse and/or disclosure.

(l)“Restricted Services” means:

(i)job duties or other business-related activities that are the same as or substantially similar to the job duties or business-related activities in which the Employee participated for the Company and/or any of its Subsidiaries in the 24-month period prior to the termination of the Employee’s employment for any reason; and

(ii)job duties or other business-related activities in which the Employee could reasonably be expected to use or disclose, intentionally or inadvertently, Confidential Information that the Employee received during the 12-month period prior to the termination of the Employee’s employment for any reason.

(m)“RSU Shares” shall mean the number of shares of Common Stock to be delivered upon settlement of the RSUs.

(n)“Scheduled Settlement Date” shall mean the date that is as soon as practicable after the date upon which the Company calculates the performance results for the Performance Period pursuant to Appendix C, but in no event later than the date which is 2.5 months after such date.

(o)“Settlement Date” shall mean, with respect to each RSU Share, the date upon which the RSU was settled by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as defined in Section 4).

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Appendix B

1.Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or any of its Subsidiaries and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock units and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data, in electronic or other form, to employees of the Company and/or any of its Subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any RSU Shares issued in settlement of the RSUs; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data;

(iv)request a list with the names and addresses of any potential recipients of the Data; and

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(v)under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.

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APPENDIX C PERFORMANCE SCALE

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APPENDIX D – EXCLUDED INVENTIONS

Below is a list of inventions that I believe are subject to exclusion pursuant to the terms of Paragraph 6(g) of my Fiscal []13Performance-Based Restricted Stock Unit Award Agreement.

I understand that, after filling out this form, I must sign it and return it to the DXC Stock Plan Administration (“SPA”) team at stockplanadmin@dxc.comwith the subject line “FY24 PSU Grant – Excluded Inventions Form.”

 Title  Date Identifying Number or Brief Description

Signature Name: Location:

13Note to Draft: To be the three year performance period.

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ANNEX F

Form of RSU Agreement [attached]

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DXC TECHNOLOGY COMPANY 2017 OMNIBUS INCENTIVE PLAN

SERVICE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

1.Grant of Award.

This Agreement (“Agreement”) is made and entered into as of «Grant_Date_x» (the “Grant Date”) by and between DXC Technology Company, a Nevada corporation (the “Company”), and «Name_x», a full-time employee of the Company and/or one or more of its Subsidiaries (the “Employee”).

This Agreement granting the Employee an award of restricted stock units under the Plan (the “Award”) shall be subject to all of the terms and conditions set forth in the DXC Technology Company 2017 Omnibus Incentive Plan (the “Plan”) and this Agreement. Except as defined herein or in Appendix A, capitalized terms shall have the same meanings ascribed to them under the Plan.

This Award is subject to the data privacy provisions set forth in Appendix B. Appendix A, Appendix B, and Appendix C constitute part of the Agreement.

Award Granted: «Shares_Granted_x» Restricted Stock Units (the “RSUs”)

Upon each of the dates indicated below (each, a “Vesting Date”), subject to the terms and conditions set forth herein, the RSUs shall vest with respect to the number indicated below across from such date:

Number of RSUs VestingDate

1/3 of the RSUs Granted    1st Anniversary of the Grant Date

1/3 of the RSUs Granted    2nd Anniversary of the Grant Date

1/3 of the RSUs Granted    3rd Anniversary of the Grant Date

2.Settlement of RSUs.

(a)The RSUs shall be settled by the Company delivering to the Employee (or after the Employee’s death, the beneficiary designated by the Employee for such purpose), on the applicable Scheduled Settlement Date, a number of RSU Shares equal to the number of RSUs vesting on such date, together with any related Dividend Equivalents.

(b)Except as otherwise provided in this Agreement, the RSUs shall be settled on the applicable Scheduled Settlement Date.

(c)Any RSU Shares the Employee receives in settlement of the RSUs shall be subject to any holding period requirements or other restrictions set forth in the Company’s stock

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ownership guidelines applicable to the Employee, as in effect from time to time. The Employee acknowledges that he or she may be prohibited from selling or otherwise disposing of such RSU Shares while subject to such guidelines.

3.Effect of Termination of Employment; Approved Termination; Change in Control; Qualifying Termination; Recoupment and Forfeiture.

(a)Age 55 or Older Other than for Cause, death or Disability with at least 5Years of Service; Qualifying Termination; Approved Termination. If, prior to the settlement of the RSUs in full:

(i)the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated at age 55 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) in continuous service as an employee and/or director of the Company or its Subsidiaries for at least 5 years immediately prior to the date of termination of employment status then (such termination, a “Qualifying Retirement”), any remaining unsettled RSUs with a Grant Date at least 12 months prior to the Qualifying Retirement and any related Dividend Equivalents shall, subject to Employee’s continued compliance with the restrictive covenants contained in Section 6 and subject further to the forfeiture provisions of Section 5(b), remain outstanding and shall vest in accordance with the schedule set forth in Section 1 of this Agreement; or

(ii)if Section 3(a)(i) does not apply and the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 3(a), then, as soon as practicable after the Employee’s status as an employee of the Company or its Subsidiaries is terminated (the “Employment Termination Date”), the Company shall settle a portion of the remaining unsettled RSUs and any related Dividend Equivalents. The portion of the RSUs settled will be determined by multiplying (x) the total number of RSUs granted under this Award by (y) a fraction, the numerator of which is the number of full months of continuous service with the Company or its Subsidiaries that the Employee has completed since the Grant Date and the denominator of which is the total number of full months from the Grant Date until the last scheduled Vesting Date under the Award, and then subtracting from the resulting product the total number of RSUs granted under this Award, if any, that have vested and been settled prior to the Employment Termination Date. The portion of the RSUs not settled in accordance with this section and any related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date. If the Employee experiences a Qualifying Termination that is not a Qualifying Retirement before or more than two years after a Change in Control, the Qualifying Termination will be deemed an approved termination for purposes of Section 3(a)(ii) hereof.

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(b)Leave of Absence. If, prior to the settlement of the RSUs in full, the Employee is granted a leave of absence (including a military leave of absence), the Employee and the Company each reasonably anticipate that the Employee will return to active employment and either (x) the leave of absence is to be for not more than six months or (y) at all times during the leave of absence the Employee has a statutory or contractual right to return to work, then:

(i)while on leave of absence the Employee shall be treated as if he were an active employee;

(ii)if the Employee’s leave of absence is terminated and the Employee does not timely return to active employment, the date of the end of the leave of absence shall be treated as the Employment Termination Date;

(iii)if the Employee’s leave of absence is terminated and the Employee timely returns to active employment, he shall be treated as if active employment had continued uninterrupted during the leave of absence; and

(iv)if a Scheduled Settlement Date occurs during the Employee’s leave of absence, the applicable number of RSUs and any related Dividend Equivalents shall be settled on such date.

(c)Death or Disability.

(i)Notwithstanding anything to the contrary in this Agreement, if, prior to the settlement in full of the RSUs, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of death of the Employee, then, one calendar month after such death, the Company shall complete the settlement in full of the remaining unsettled RSUs and any related Dividend Equivalents.

(ii)If, prior to the settlement in full of the RSUs, the Employee’s status as an employee of the Company or any of its Subsidiaries is terminated by reason of the Disability of the Employee, then, one calendar month after the Employment Termination Date, the Company shall complete the settlement in full of the remaining unsettled RSUs and any related Dividend Equivalents.

(iii)If settlement is by reason of termination due to death, settlement shall be to the beneficiary designated by the Employee for such purpose.

(d)Cancellation of RSUs upon Other Termination of Employment. If, prior to the settlement in full of the RSUs, the Employee’s status as an employee of the Company or any of its Subsidiaries is voluntarily or involuntarily terminated other than pursuant to Section 3(a) or

(c) hereof, then the remaining unsettled RSUs and all related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date.

(e)Change in Control. Upon a Change in Control that occurs while the Employee is employed by the Company or its Subsidiaries, the RSUs shall, subject to Section 18 of the Plan, continue to vest based on the Employee’s continued employment with the Company

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(including any successor to the Company resulting from the Change in Control) and its Subsidiaries in accordance with the vesting schedule set forth in Section 2 and all other terms and conditions of this Agreement; provided, however, that if, on or within two (2) years after the date of the Change in Control and prior to when the RSUs have been settled in full, the Employee experiences a Qualifying Termination, or the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its Subsidiaries is terminated as a result of the Employee’s death or Disability or pursuant to Section 3(a) above, then any unvested RSUs (and any related Dividend Equivalents) shall automatically vest in full as of the Employment Termination Date and shall be settled on or as soon as administratively practicable (but, subject to Section 19 below, in no event later than 2.5 months) after the Employment Termination Date.

(f)Recoupment and Forfeiture. Settlement of all or a portion of the Award pursuant to this Section 3 is subject to the forfeiture provisions of this Section 3. Settlement of all or a portion of the Award is subject to recoupment by the Company pursuant to Section 5.

(g)Termination Date. The Employment Termination Date shall occur (regardless of the reason of termination and whether or not the termination was in breach of applicable labor laws or the Employee’s employment contract, if any) effective as of the date that the Employee is no longer actively providing services and will not be extended by any notice period mandated under applicable law or contractual right. The Committee shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the RSUs (including whether the Employee may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, except as set forth in Section 3(a), the Employee is not entitled to pro-rata vesting of any RSUs if the Employee is employed for only a portion of the vesting period, but no longer employed on the respective Vesting Date.

4.Withholding and Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant or settlement of the RSUs pursuant to this Agreement (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the “Withholding Date”), then the Employee shall pay to the Company on the Withholding Date, the aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the “Withholding Liability”), which payment shall be made by the automatic cancellation by the Company of a portion of the RSU Shares; provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); and provided further that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon settlement of the RSUs; and provided further, however, that the Employee may, on or before the Withholding Date, irrevocably elect to instead pay to the Company, by check or wire transfer delivered or made within one business day after the Withholding Date, an amount equal to or greater than the Withholding Liability.

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(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to Taxes.

5.Recoupment and Forfeiture – Detrimental Activity.

(a)Refund of Stock Value. If the Employee engages in Detrimental Activity (as defined below in Section 5(c)) during the time periods set forth in each provision of Section 5(c), then, if the RSUs were settled within the period beginning on the date which is one year prior to the earlier of (i) the Employment Termination Date and (ii) the occurrence of such event, and ending on the occurrence of such event, the Employee shall immediately deliver to the Company an amount in cash equal to the (i) aggregate Fair Market Value, determined as of such Settlement Date, of all RSU Shares which were delivered to the Employee or cancelled in payment of Taxes on such Settlement Date and (ii) Dividend Equivalents paid to the Employee in respect of those RSU Shares.

(b)Forfeiture of RSUs. If the Employee engages in Detrimental Activity prior to the final Settlement Date for the RSUs, all remaining unsettled RSUs and related Dividend Equivalents shall be terminated and forfeited.

(c)For purposes of this Agreement, “Detrimental Activity” shall mean any of

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the following:

(i)At any time, failing to abide by Employee’s contractual obligations regarding non-competition; provided that for purposes of this Section 5(a)(c), the period applicable to such contractual obligations shall be deemed to be the time of Employee’s employment and a period of 24 months following the termination of the Employee’s employment for any reason;

(ii)at any time, failing to abide by Employee’s contractual obligations regarding confidentiality;

(iii)at any time failing to abide by Employee’s contractual obligations to assign all intellectual property to the Company and/or any of its Subsidiaries;

(iv)failing to abide by any other contractual obligations to the Company and/or any of its Subsidiaries, as set forth in those contracts (including Section 6 below), including (A) obligations not to solicit employees of the Company and/or any of its Subsidiaries to perform services for others, and (B) obligations not to solicit business from clients, vendors or business partners of the Company and/or any of its Subsidiaries;

(v)engaging during the term of employment in any action that warrants or results in termination of Employee’s employment for “Cause,” as defined in Appendix A;

(vi)any other willful action determined by the Company to be materially injurious, detrimental or prejudicial to any of the interests of the Company and/or

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any of its Subsidiaries during the term of employment and a period of two years thereafter.

(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota or Nebraska, Section 5(c)(i) of the definition of Detrimental Conduct shall not apply. In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 5 and choose the application of California law to Section 5 of this Agreement in accordance with California Labor Code §925. If this occurs, then Section 5(c)(iv) of the definition of Detrimental Activity shall be deemed modified so that it only prohibits conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries; provided, however, that the Company and/or any of its Subsidiaries shall continue to retain all of their rights in trade secrets and nothing in this Agreement shall be construed eliminate, reduce or adversely affect the rights that the Company and/or any of its Subsidiaries would otherwise have related to the protection of their trade secrets absent this Agreement. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 5 of this Agreement.

(e)As an additional condition of receiving this Award, the Employee agrees and acknowledges that the Award shall be subject to repayment to the Company in whole or in part in the event of a financial restatement or in such other circumstances as may be required by applicable law or as may be provided in any clawback policy that is adopted by the Company and applicable to the Employee.

6.Employee Covenants.

(a)Non-Disclosure and Non-Use of Confidential Information. The Company and/or any of its Subsidiaries shall provide the Employee with access to Confidential Information in the course of performance of the Employee’s duties. Except for in performance of the Employee’s duties for the Company and/or any of its Subsidiaries, the Employee agrees not to disclose, use, copy, take, download, upload, duplicate or otherwise permit the use, disclosure, copying, taking, downloading, uploading, or duplication of any Confidential Information during or following his/her employment with the Company and/or any of its Subsidiaries. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. The Employee shall promptly report to the Company and/or any of its Subsidiaries any actual or suspected violation of confidentiality obligations toward the Company and/or any of its Subsidiaries and will take all reasonable further steps requested by the Company and/or any of its Subsidiaries to prevent, control or remedy any such violation. The Employee acknowledges and agrees that the Employee shall have no ownership or privacy interest in materials or information that is stored on or transmitted using property or equipment or rights leased, licensed or owned by the Company and/or any of its Subsidiaries, even if the Employee claims an ownership or privacy interest in such materials or information. The Employee agrees that to any extent that the Employee uses the Company’s and/or any of its Subsidiaries’ resources for such materials and information, the Employee forfeits any privacy and ownership interest in them and agrees that they shall be subject to ownership, access, use and disclosure by the Company and/or any of its Subsidiaries at any time without notice to or further consent of the Employee.

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(b)Non-Solicitation of the Company’s Employees, Clients, and ProspectiveClients. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Solicitation Period, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage, in the Restricted Area, in any of the conduct described below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries:

(i)solicit (or contact in any manner which could reasonably be construed as solicitation), hire or employ, attempt to hire or employ, retain as or attempt to retain as a consultant or an independent contractor, any current employee of the Company and/or any of its Subsidiaries or any person who was an employee of the Company and/or any of its Subsidiaries within the 6-month period preceding such solicitation, contact, hiring or employment, or attempted hiring or employment, excluding any employee or other service provider who (a) is not and was not at any time an officer of the Company and (b) who had a pre-existing relationship with the Employee and was hired or engaged by the Company during the period of the Employee’s employment at the instigation of the Employee;

(ii)solicit (or contact in any manner which could reasonably be construed as solicitation) any Client or Prospective Client for the purpose of selling or providing solutions, products and/or services competitive with Services provided by or offered by the Company and/or any of its Subsidiaries, or divert or cause a reduction in the business between the Company and/or any of its Subsidiaries and any Client or Prospective Client. The Employee understands and acknowledges, however, that this non-solicitation obligation shall not apply if (i) the Client or Prospective Client chose to seek such Services from the Employee without the Employee having taken any steps to solicit its business, and (ii) the Employee has otherwise complied with the restrictive covenants set forth herein; or

(iii)solicit or communicate with any vendor, supplier, subcontractor, or partner of the Company and/or any of its Subsidiaries with which the Employee worked or about which the Employee received Confidential Information, at any time during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries, for the purpose of persuading or assisting such vendor, supplier, subcontractor, or partner to terminate, or modify to the detriment of the Company and/or any of its Subsidiaries, any business relationship with the Company and/or any of its Subsidiaries.

(c)(i) Non-Competition. In exchange for the Company’s provision to the Employee of the good and valuable consideration set forth above, during the Non-Competition Period, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, in the Restricted Area, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly held corporation) or in any other

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capacity for any person, firm, partnership or corporation other than the Company and/or any of its Subsidiaries, provide Restricted Services for or on behalf of a Competitor.

(ii)Non-Competition Restriction in the Event of a Reduction in Force. In the event the Employee’s employment is terminated by the Company and/or any of its Subsidiaries due to a reduction in force, reorganization or similar type of restructuring, the Company and/or any of its Subsidiaries may choose to enforce the provisions of Section 6(c)(i) to the extent permitted by applicable law, including by providing the Employee additional salary, benefits, or severance pay (collectively “Severance Pay”) during the Non-Competition Period. If the Company and/or any of its Subsidiaries choose to make such an offer of Severance Pay, they may, in their discretion, condition the Employee’s receipt of Severance Pay on the Employee’s execution of a release of claims against the Company and/or any of its Subsidiaries.

(d)State-Specific Exclusions. To the extent the Employee primarily resides and works in California, Oklahoma, North Dakota, or Nebraska, the Employee will not be subject to the terms of Section 6(c). In addition, to the extent the Employee primarily resides and works in California, the Employee will have the right to modify Section 6 as set forth in this paragraph and choose the application of California law to Section 6 of this Agreement in accordance with California Labor Code §925. If this occurs, then the restrictions in Section 6(b) shall be deemed modified so that they only prohibit conduct by the Employee that involves the misappropriation of a trade secret of the Company and/or any of its Subsidiaries. In addition, to the extent the Employee primarily resides and works in Colorado, Colorado law will apply to Section 6 of this Agreement.

(e)Notice of Post-Employment Activities. If the Employee accepts a position with a Competitor at any time within twenty-four months following termination of employment with the Company and/or any of its Subsidiaries, the Employee must promptly give written notice to the senior Human Resources manager for the business sector in which the Employee worked, with a copy to the Company's General Counsel, and must provide the Company with the information it needs about the Employee’s new position to determine whether such position would likely lead to a violation of this Agreement (except that the Employee need not provide any information that would include the Competitor's confidential information or trade secrets). The Employee consents to the Company and/or any of its Subsidiaries notifying his or her new employer of the Employee’s rights and obligations under this Agreement.

(f)Compliance with Defend Trade Secrets Act; Other Protected Disclosures. The Employee acknowledges that he or she is hereby notified that, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833, the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Employee files a lawsuit for retaliation against the Company and/or any of its Subsidiaries for reporting a suspected violation of law, the Employee may disclose the trade secrets of the Company and/or any of its Subsidiaries to the Employee’s attorney and use the trade secret information in

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the court proceeding if the Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Further, nothing in the Plan, or this Agreement will prevent Employee from (i) exercising any rights Employee may have under Section 7 of the National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Employee has reason to believe is unlawful.

(g)Inventions. The Employee acknowledges and agrees that as a function of the Employee’s employment with the Company and/or any of its Subsidiaries, the Employee may solely or jointly conceive, develop, reduce to practice or otherwise produce inventions, software, computer programs, algorithms, source code, discoveries, know-how, innovations, enhancements, designs, developments, improvements, techniques, technology, concepts, methods, processes, ideas, trade secrets and other forms of intellectual property and works of authorship, whether or not any of the foregoing constitute trade secrets, and whether or not eligible for copyright, trademark and patent protection (collectively “Inventions”). The Employee shall make prompt and full disclosure to the Company and/or any of its Subsidiaries, shall hold in trust for the sole benefit of the Company and/or any of its Subsidiaries, and hereby assigns exclusively to the Company without additional compensation or consideration to the Employee all the Employee’s rights, title and interest in and to any and all Inventions that the Employee solely or jointly may conceive, develop, reduce to practice or otherwise produce during the Employee’s employment with the Company and/or any of its Subsidiaries, including, without limitation, all patent rights, copyright rights, trade secret rights, and all other intellectual property rights therein. The Employee waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or other intellectual property right relating to any Invention so assigned to the Company. The Employee agrees to perform all actions reasonably requested by the Company to establish and confirm the Company’s ownership of Inventions, including, without limitation, signing and delivering to the Company (during and after employment) any other documents that the Company considers desirable to provide evidence of

(a) the assignment of all rights of the Employee, if any, in any Inventions and (b) the Company’s ownership of such Inventions. If the Company is unable to secure the Employee’s signature on any document necessary to apply for, prosecute or obtain or enforce any patent, copyright, or other right or protection relating to any Invention, whether due to the Employee’s mental or physical incapacity or any other cause, the Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as the Employee’s agent and attorney- in-fact, to act for and in the Employee’s behalf to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Employee. The Employee will assist the Company in applying for, prosecuting, obtaining, or enforcing any patent, copyright, or other right or protection relating to any Invention, all at the Company’s expense but without compensation to the Employee in excess of the Employee’s salary or wages. If the Company requires any assistance after termination of the Employee’s employment, the Employee will be compensated for time actually spent in providing that assistance at an hourly rate equivalent to the Employee’s salary or wages during the last period of employment with the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, the Employee’s assignment of Inventions to the Company by way of this Section shall not apply

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to any Invention that: (i) was completely developed and reduced to practice entirely by the Employee prior to employment with the Company and/or any of its Subsidiaries without using any equipment, supplies, facilities, services, or Confidential Information of the Company and/or any of its Subsidiaries; (ii) does not relate to the business of the Company and/or any of its Subsidiaries, or to the actual or demonstrably anticipated research or development of the Company and/or any of its Subsidiaries; (iii) does not result from any work performed by the Employee for the Company and/or any of its Subsidiaries; or (iv) qualifies as an invention under applicable law in the Employee’s state of domicile. The Employee has been given the opportunity to set forth, on the form set forth as Appendix C, a list describing all such Inventions that (x) the Employee wishes to have excluded from this Agreement, and (b) have arisen since the last time (if any) that the Employee signed a transfer of rights agreement in favor of the Company. If the Employee has completed Appendix C, the Employee must promptly sign it (as indicated) and send the form to the Stock Plan Administration (“SPA”) department. If no such form is sent to SPA, the Employee represents that there are no such Inventions. The parties acknowledge that the Company and/or any of its Subsidiaries may not necessarily agree with all of the Employee’s assertions of ownership and reserves the right to review and make its own determinations regarding same. As to any Invention in which the Employee has an interest at any time prior to or during the Employee’s employment with the Company and/or any of its Subsidiaries, if the Employee uses or incorporates such an Invention in any released or unreleased product, service, program, process, machine, development or work in progress of the Company and/or any of its Subsidiaries, or if the Employee permits the Company and/or its Subsidiaries to use or incorporate such an Invention, the Company and/or its Subsidiaries shall be granted and shall have an irrevocable, perpetual, royalty-free, worldwide license to exercise any and all rights with respect to such Invention, including the right to protect, make, have made, use, sell, copy, disclose, modify, prepare derivative works of that Invention without restriction and the right to sublicense those rights to others.

(h)Copyrights. The Employee acknowledges and agrees that any and all copyrightable works prepared by him or her within the scope of the Employee’s employment by the Company and/or its Subsidiaries and/or its predecessors in interest shall be works made for hire, that the Company and/or its Subsidiaries shall own all rights under copyright in and to such works, and that the Company and/or its Subsidiaries shall be considered the author of all such works. If and to the extent that any jurisdiction should fail to deem any such work to be a work made for hire owned by the Company and/or any of its Subsidiaries, the Employee hereby irrevocably assigns to the Company and/or any of its Subsidiaries all rights, title and interest in and to such work, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, oral rights, and all rights corresponding thereto throughout the world. To the extent moral rights may not be assigned, the Employee hereby waives the benefit or protection of same, and waives all rights under the Visual Artists Rights Act.

(i)Injunctive Relief and Damages.

(i)Injunctive Relief. The Employee acknowledges and agrees that if the Employee were to breach, or threaten to breach, any of the covenants set forth in Section 6 hereof, the Company and/or any of its Subsidiaries would suffer immediate and irreparable harm and would therefore be entitled to specific performance through equitable relief, including injunctive relief, ordered by a court

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of appropriate jurisdiction, without the need to post any bond. The Employee therefore consents and stipulates to the entry of such injunctive relief in an appropriate court prohibiting the Employee from breaching this Agreement.

(ii)Damages. Nothing in this Section shall diminish the right of the Company and/or any of its Subsidiaries to claim and recover money damages, including the value and return of equity as provided in Section 5, in addition to injunctive relief or any other remedy provided by law or under this Agreement.

(j)Effect on Other Rights and Remedies. The rights of the Company set forth in this Section 6 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 6 hereof.

(k)Reasonableness, Reformation and Revival. The Employee agrees that the terms and conditions set forth in this Section 6 are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company and its Subsidiaries, including its Confidential Information and goodwill. The Employee further agrees that if the Employee violates the provisions of Sections 6(b) or 6(c) of this Agreement (if applicable) that the number of days that the Employee is in violation will be added to any periods of limitation on the activities specified herein. However, if the scope of any provision contained in Section 6 is too broad to permit enforcement of such provision to its full extent, then the Company and the Employee agree that, in accordance with Nevada law, the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, and enforce this Agreement as reformed or modified. Subject to the provisions of the foregoing sentence, whenever possible, each provision of this this Section 6 will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 6 is held to be prohibited by or invalid under applicable law, such provision, to the extent of such prohibition or invalidity, shall be deemed not to be a part of this Agreement, and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. The Employee specifically agrees that each provision and subsection of Section 6 is independent of and severable from the others, and may be enforced independently, which shall, as applicable, continue in full force and effect after the expiration or termination of this Agreement.

7.Registration of Units.

The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

8.Certain Corporate Transactions.

In the event that the outstanding securities of any class then comprising the RSU Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation,

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recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term “RSU Shares,” as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the RSU Shares, or into or for which the RSU Shares are so increased, decreased, exchanged or converted.

9.Shareholder Rights.

The Employee shall have no rights of a shareholder with respect to RSU Shares subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Employee.

10.Assignment of Award.

Except as otherwise permitted by the Committee, the Employee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Employee’s rights under and interest in this Award may be made by the Employee other than by will or by the laws of descent and distribution.

11.Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231,

Ashburn, VA 20147, United States of America; or

(b)by hand delivery or otherwise to DXC Technology Company, Attn: Corporate Secretary, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147, United States of America.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

12.Stock Certificates.

Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 12 have been complied with.

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13.Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and/or any of its Subsidiaries, and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Employee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein. Notwithstanding the foregoing, the rights and obligations of the Company and/or any of its Subsidiaries under this Agreement may, without the consent of the Employee, be assigned in whole or in part by the Company and/or any of its Subsidiaries, in their sole discretion, to any subsidiary, venture or affiliate of the Company or successor in interest to any portion of the business or assets of the Company and/or any of its Subsidiaries.

14.Plan.

The RSUs are granted pursuant to the Plan, as in effect on the Grant Date, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSUs or of any of the Employee’s rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until the RSUs are settled in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee.

15.No Employment Guaranteed.

No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company and/or its Subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company and/or its Subsidiaries, (c) affect the right of the Company and/or any of its Subsidiaries to terminate the employment of the Employee, with or without Cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company and/or its Subsidiaries other than the Plan. The Employee hereby acknowledges and agrees that the Company and/or any of its Subsidiaries may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Company and/or any of its Subsidiaries are parties to a written employment agreement that expressly provides otherwise.

16.Nature of Company Restricted Stock Unit Grants.

The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;

(b)the Company grants RSUs voluntarily and on an occasional basis, and the receipt of the RSUs by the Employee does not create any contractual or other right to receive any

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future grant of RSUs, or any benefits in lieu of a grant of RSUs, even if RSUs have been granted in the past;

(c)all decisions with respect to future grants of RSUs by the Company will be made in the sole discretion of the Company;

(d)the Employee is voluntarily participating in the Plan;

(e)the future value of the RSUs and the RSU Shares is unknown and cannot be predicted with certainty;

(f)the RSUs and RSU Shares, and the income from and value of same, are an extraordinary item which does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Employee’s employment or service contract, if any;

(g)the RSUs and the RSU Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

(h)the RSUs and the RSU Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, any holiday pay, bonuses, long-service awards or pension or retirement or welfare benefits, or any similar payments;

(i)unless otherwise agreed with the Company, the RSUs and the RSU Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary; and

(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Employee’s employment (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or providing services or the terms of the Employee’s employment or service agreement, if any).

17.Governing Law; Consent to Jurisdiction; Venue.

Except as otherwise provided in Sections 5 and 6, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, shall be brought exclusively in the state or federal courts in the State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts and waive any objection to venue in such courts, whether on the basis of the doctrine of “forum non conveniens” or otherwise. If the Employee has received this or any other document related to the Plan translated into a language

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other than English, and the translated version is different than the English version, the English version will control.

18.Entire Agreement; Amendment and Waivers.

This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. Notwithstanding the foregoing, should the Employee and the Company and/or any of its Subsidiaries be parties to another agreement with provisions regarding confidentiality, non- disclosure, non-competition, non-solicitation of clients, prospective clients or employees, and all related definitions thereof, or any other restrictive covenants included in this Agreement, such similar provisions of any other such agreement shall remain in full force and effect. Except as set forth in Section 21 or Section 23, none of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated. Any failure or delay on the part of either party to exercise any remedy or right under this Agreement shall not operate as a waiver. The failure of either party to require performance of any of the terms, covenants, or provisions of this Agreement by the other party shall not constitute a waiver of any of the rights under the Agreement. No forbearance by either party to exercise any rights or privileges under this Agreement shall be construed as a waiver, but all rights and privileges shall continue in effect as if no forbearance had occurred. No covenant or condition of this Agreement may be waived except by the written consent of the waiving party.

19.Section 409A Compliance.

Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short- term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).

Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular:

(a)if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or

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(iii)such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and

(b)if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then:

(i)upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and

(ii)the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 19, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.

20.No Advice Regarding RSUs.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of RSU Shares. The Employee should consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan.

21.Compliance with Law.

Notwithstanding any other provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the RSU Shares, the Company shall not be required to deliver any RSU Shares issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the RSU Shares under any federal, state, or local securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining approval or other clearance from any federal, state, or local governmental agency, which registration, qualification, or approval the Company shall, in its absolute discretion deem necessary or advisable. The Employee

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understands that the Company is under no obligation to register or qualify the RSU Shares with the SEC or any state securities commission or to seek approval or clearance from any governmental authority for the issuance or the sale of the RSU Shares. Further, the Employee agrees that the Company shall have unilateral authority to amend this Agreement without the Employee’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of RSU Shares.

22.Electronic Delivery and Participation.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on- line or electronic system established and maintained by the Company or a third party designated by the Company.

23.Insider Trading/Market Abuse Laws.

The Employee acknowledges that the Employee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Employee’s ability to accept, acquire, sell, or otherwise dispose of shares of Common Stock, rights to shares of Common Stock, or rights linked to the value of shares of Common Stock (e.g., phantom awards, futures) during such times as the Employee is considered to have “inside information” regarding the Company (as defined by applicable laws or regulations). Insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee places before possessing inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.

The Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Employee should speak to his or her personal advisor on this matter.

24.Severability.

The provisions of the Agreement are severable and any provision of the Agreement which is invalid, illegal or unenforceable, in whole or in part, in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of the Agreement invalid, illegal or unenforceable in any other jurisdiction.

25.Imposition of Other Requirements.

The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the RSUs and on any RSU Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD A REASONABLE OPPORTUNITY TO DO SO, AND THAT EMPLOYEE EITHER HAS CONSULTED, OR ON EMPLOYEE’S OWN VOLITION CHOSEN NOT TO CONSULT, WITH SUCH COUNSEL.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

US_DOCS\148059124.6

EMPLOYEE

«Name_x»

DXC TECHNOLOGY COMPANY

By: /s/ William L. Deckelman, Jr.

William L. Deckelman, Jr.

Executive Vice President and

General Counsel

The Employee acknowledges receipt of the Plan and a Prospectus relating to this Award, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

«Name_x»

ACCEPTANCE DATE

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Appendix A

1.Definitions.

For purposes of this Agreement:

(a)“Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company or its affiliates; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(b)“Client” means:

(i)any individual, business entity or other enterprise with respect to which the Employee provided solutions, products, and/or services of the Company and/or any of its Subsidiaries (“Services”) during the 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries;

(ii)    any individual, business entity or other enterprise with which the Employee transacted business on behalf of the Company and/or any of its Subsidiaries during 24-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries; and

(iii)    any individual, business entity or other enterprise with respect to which the Employee possessed Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries.

(c)“Competitor” means each of the following entities: Accenture, Capgemini, Cognizant, EPAM, Infosys, HCL, TCS, Wipro, Kyndryl, Atos, Thoughtworks, Globant, HPE, Dell, IBM, Unisys and Endava.

For purposes of this Agreement, the parties specifically agree (i) that the Company and/or any of its Subsidiaries are engaged in the business of providing technology-enabled solutions, products and services; (ii) that the Services and capabilities of the Company and/or its Subsidiaries include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting; and (iii) that the Company and/or its Subsidiaries actively solicits business from, and provides Services to, clients located throughout the United States and the world.

(d)“Confidential Information” means all confidential and/or proprietary business information and data, trade secrets, patents, copyrights, sales and financial data, pricing

US_DOCS\148059124.6

information, methods, technical information, and know-how information of the Company and/or any of its Subsidiaries relating to the business plans and strategies of the Company and/or any of its Subsidiaries including, but not limited to, information which is marked and/or defined as restricted information (such as DXC Confidential, DXC Internal Use Only, Financial Information, or Controlled Information), or otherwise prohibited from disclosure by the Company’s Confidential Information Policy and/or Code of Business Conduct. Confidential Information generally refers to information about or belonging to the Company and/or any of its Subsidiaries or third parties that is not publicly available and could cause harm if it was disclosed without permission. Examples include information about existing and proposed business ventures; corporate strategies; engineering ideas; pricing schedules; information that requires a security clearance to access; customers and/or prospects names and lists; marketing plans and procedures; research and development plans; methods of doing business (both technical and non-technical); information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products that the Company and/or any of its Subsidiaries has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future; hardware and database technologies or technological information; designs, process and systems information; confidential intellectual property; employee staffing and compensation information; and any other confidential or proprietary information which relates to the business of the Company and/or its Subsidiaries or to the business of any Client or Prospective Client or vendor of the Company and/or its Subsidiaries or any other party with whom the Company and/or any of its Subsidiaries agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not. Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, or (iv) disclosed without similar restrictions by the Company and/or any of its Subsidiaries to a third party (other than an affiliate or customer of the Company and/or any of its Subsidiaries).

(e)“Employer” shall mean the Employee’s employer.

(f)“Employment Agreement” shall mean the employment agreement between the Employee and the Company effective as of February 1, 2024, as amended from time to time.

(g)“Non-Competition Period” means the time of the Employee’s employment and a period of 12 months following the termination of the Employee’s employment for any reason.

(h)“Non-Solicitation Period” means the time of the Employee’s employment and a period of 12 months following the termination of the Employee’s employment for any reason.

(i)“Prospective Client” means any individual, business entity or other enterprise which is not a Client but (a) whose business the Company and/or any of its Subsidiaries had solicited at any time during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason, and (b) concerning

2

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which solicitation the Employee obtained the Company’s and/or any of its Subsidiaries’ Confidential Information.

(j)“Qualifying Termination” shall have the meaning set forth in the Employment Agreement.

(k)“Restricted Area” means:

(i)any geographic area in the world for which the Employee had job responsibilities during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason;

(ii)any geographic area in the world where the Company and/or any of its Subsidiaries engages in business activities and about which business the Employee obtained Confidential Information during the 12-month period preceding the termination of the Employee’s employment with the Company and/or any of its Subsidiaries for any reason; and

(iii)    any geographic area in the world from which the Employee, by engaging in business, can threaten the legitimate business interests of the Company and/or any of its Subsidiaries in

(i) preserving its client relationships and goodwill, and (ii) protecting its Confidential Information from misuse and/or disclosure.

(l)“Restricted Services” means:

(i)job duties or other business-related activities that are the same as or substantially similar to the job duties or business-related activities in which the Employee participated for the Company and/or any of its Subsidiaries in the 24-month period prior to the termination of the Employee’s employment for any reason; and

(ii)job duties or other business-related activities in which the Employee could reasonably be expected to use or disclose, intentionally or inadvertently, Confidential Information that the Employee received during the 12-month period prior to the termination of the Employee’s employment for any reason.

(m)“RSU Shares” shall mean the number of shares of Common Stock to be delivered upon settlement of the RSUs.

(n)“Scheduled Settlement Date” shall mean the applicable Vesting Date with respect to a particular tranche of RSUs or as soon as practicable thereafter, but, with respect to each tranche of RSUs, in no event later than the date which is 2.5 months after the applicable Vesting Date.

(o)“Settlement Date” shall mean, with respect to each RSU Share, the date upon which the RSU was settled by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as defined in Section 4).

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Appendix B

1.Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or any of its Subsidiaries and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock units and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data, in electronic or other form, to employees of the Company and/or any of its Subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any RSU Shares issued in settlement of the RSUs; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data

(iv)request a list with the names and addresses of any potential recipients of the Data; and

(v)under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.

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APPENDIX C – EXCLUDED INVENTIONS

Below is a list of inventions that I believe are subject to exclusion pursuant to the terms of Paragraph 6(g) of my Fiscal 2023 Service-Based Restricted Stock Unit Award Agreement.

I understand that, after filling out this form, I must sign it and return it to the DXC Stock Plan Administration (“SPA”) department at stockplanadmin@dxc.com with the subject line “FY23 RSU Grant – Excluded Inventions Form.”

 Title  Date Identifying Number or Brief Description

Signature Name: Location:

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ANNEX G

Target PSUs Stock Price Performance Metrics

Performance Level	Average Closing Stock Price for any consecutive 60-day period within the three month period ending on March 31, 2026 (“Average Stock Price”)	Payout Percentage of Target PSUs (the “Payout Percentage”)
Maximum	$30.00	250%
	$28.00	150%
Target	$27.00	100%
	$26.00	75%
Threshold	$25.00	50%
Below Threshold	Less than $25.00	0%

The Payout Percentage for the Target PSUs shall be determined by the Compensation Committee within 60 days following March 31, 2026 (the “Scheduled Settlement Date”). To the extent the Average Closing Stock Price falls between any of the thresholds in the table above, the Payout Percentage shall be determined using linear interpolation.

If the Executive’s employment terminates before March 31, 2026:

(i)    at age 55 or older for no reason, or for any reason other than Cause, death or Disability (as each term is defined in the PSU Agreement to be entered into by the Company and Executive with respect to this award, which agreement shall have terms and definitions except as specifically set forth in this Annex G that are substantially identical to those set forth in the form of PSU Agreement attached as Annex E), and the Executive shall have been (or for any other purpose shall have been treated as if he had been) in continuous service as an employee and/or director of the Company or its Subsidiaries for at least 5 years immediately prior to the date of termination of employment status (such termination, a “Qualifying Retirement”), then the PSUs shall remain outstanding and shall settle on the Scheduled Settlement Date based on the achievement of the Average Closing Stock Price metric as set forth in the table above, without proration; or

(ii)if the above paragraph (i) does not apply and the Executive’s status as an employee of the Company or any of its Subsidiaries is terminated in a Qualifying Termination (as defined in the applicable PSU Agreement), then, subject to Section 3(d) (Change in Control) of the applicable PSU Agreement, on the Scheduled Settlement Date, the Company shall settle a fraction of the PSUs that otherwise would be earned based on the achievement of the Average Stock Price Metric as set forth in the table above. This fraction will be determined by calculating the number of full months of

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continuous service with the Company or its Subsidiaries that the Employee has completed since April 1, 2024 and then dividing this number by 24.

The above vesting provisions are subject, in each case, to the Executive’s continued compliance with the restrictive covenants contained in Section 6 of the applicable PSU Agreement and subject further to the forfeiture provisions of Section 5(b) of the applicable PSU Agreement.

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EX-19.1

Insider Trading Policy

1Delivering Excellence

We keep our commitment to delivering excellence by being trustworthy and always acting with integrity in our business dealings. In the course of our work, we may sometimes acquire material information about DXC or another publicly traded company that has not been made public. Information is material when an investor would reasonably consider it important in making an investment decision. We must never trade in any securities while in possession of material nonpublic information concerning the issuer of those securities; nor can we share this information with others so that they can trade. Doing either of these things is insider trading. It is illegal because it provides an unfair advantage and distorts financial markets. The United States and other countries where DXC does business enforce insider trading laws aggressively; that can mean heavy fines and imprisonment for those convicted.

2 Policy Purpose

The Insider Trading Policy (Policy) prohibits all directors and corporate officers of DXC, and all employees of DXC and its subsidiaries from engaging in any transaction that violates, or might give the appearance of violating, applicable trading laws. The Policy promotes compliance with applicable securities laws; it also helps maintain the integrity of the financial markets. This Policy provides guidance on recognizing Inside Information and on precautions we must take to protect it.

3 Policy Principles

In interpreting, applying and enforcing this Policy, we are guided by DXC’s values and by the principles below:

3.1    Accountability

We hold everyone working for or on behalf of DXC accountable for protecting information entrusted to them.

3.2    Confidentiality

We understand the importance of keeping Inside Information confidential and do not discuss it with anyone who does not have a legitimate business need and authorization to receive it.

3.3    Stewardship

We recognize that in our jobs we may acquire information that must be protected. Fulfilling that obligation protects us individually, as well as DXC and those who may have entrusted us with the information.

4 Scope

All directors and corporate officers of DXC, and all employees of DXC and its subsidiaries. DXC may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. This Policy also applies to family members, other members of a person’s household and entities controlled by a person covered by this Policy, as described below.

Insider Trading Policy | Policy Owner: DXC Integrity | May 15, 2024

5 Definitions

5.1    Approved Trading Plan

A binding written document providing for the purchase and/or sale of DXC stock. This must have been reviewed by DXC Legal and is designed to satisfy the U.S. federal insider trading liability safe harbor conditions provided by SEC Rule 10b5-1. An Approved Trading Plan:

i)Must be adopted at a time when the director, officer or employee is not aware of Inside Information regarding DXC.

ii)Must not be adopted during a Quarterly Restricted Period.

5.2    Exempt Transaction

A purchase or sale of DXC stock that is exempted from the restrictions in this Policy, as further described in Section 7.2.

5.3    Inside Information

Information that is both “Material” and “Nonpublic.” Dealing in securities while in possession of Inside Information is a criminal offence under the laws of the United States and many other countries around the world.

5.4    Insider Trading

Purchasing or selling or recommending the purchase or sale of any securities at a time when a person is aware of Inside Information about the issuer of the securities in breach of a duty of trust or confidence; a person also engages in insider trading if they disclose such information to others in circumstances where purchases or sales of such securities can be anticipated.

5.5    Material Information

Information is “material” if its disclosure would reasonably be expected to have an impact on the market price of a security or if reasonable investors would want to know the information before making an investment decision. The information may concern DXC or another publicly traded company; it may be either positive or negative. Common examples include, but are not limited to:

•Financial results, including earnings information and guidance on earnings estimates.

•Material impacts on operations, including significant cybersecurity incidents.

•Significant mergers, acquisitions, tender offers, joint ventures or changes in assets.

•Changes in control of DXC or changes in senior management.

•Gain or loss of a substantial contract, customer or supplier.

•A significant new product or discovery.

•Changes in auditors or auditor notification that the issuer may no longer rely on an audit report.

•Significant events concerning DXC’s physical assets.

•Events regarding DXC's securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of securityholders, public or private sales of additional securities or information related to any additional funding).

•Impending bankruptcy or financial liquidity problems.

Insider Trading Policy | Policy Owner: DXC Integrity | Effective date: May 15, 2024    2

•Regulatory investigations or litigation-related developments involving DXC.

•Regulatory approvals or changes in regulations and any analysis of how they affect DXC.

5.6    Nonpublic Information

Information that has not been disclosed to the public. For information to be considered public, there must be evidence that it has been widely disseminated and that the investing public has had time to absorb the information. Information is generally not considered public until at least one full trading day has passed after it has been formally released to the market.

5.7    Purchase

Includes not only the actual acquisition of a security in exchange for money, but also any contract to purchase or otherwise acquire a security.

5.8    Quarterly Restricted Period

This period begins at the end of the fourteenth (14th) calendar day in the last month of each fiscal quarter; it ends at the close of the first trading day after the date DXC issues a press release reporting its results for the relevant quarter.

5.9    Required Approval

Approval from the General Counsel or Board Secretary, the Chief Financial Officer and the SVP, HR Global Performance, Rewards and Sustainability or their designees.

5.10    Sale

Includes not only the exchange of a security for money, but also any contract to sell or otherwise dispose of a security.

6 Policy Statement

DXC is committed to ensuring that all employees, officers and directors comply with all applicable laws and regulations regarding Insider Trading. By conducting business and trading securities ethically and in compliance with the law, we minimize legal risk and safeguard DXC’s reputation.

This Policy prohibits all employees, officers and directors from buying or selling DXC securities or those in another public company while in possession of Inside Information concerning the issuer of the securities in breach of a duty of trust or confidence. This Policy also prohibits all employees, officers and directors from disclosing Inside Information to others who may trade on that information.

7 Requirements

Insider Trading Policy | Policy Owner: DXC Integrity | Effective date: May 15, 2024    3

7.1    No Trading in Securities While in Possession of Inside Information Concerning Issuer of those Securities

Any director, corporate officer or employee of DXC or any of its subsidiaries who becomes aware of Inside Information regarding the company or any other company, including any of DXC’s current or prospective customers, suppliers or affiliates, must:

i)Keep that information confidential, and not disclose it to anyone except on a need-to-know basis, as specifically authorized by DXC.

ii)Not purchase or sell (other than in an Exempt Transaction, as defined below) nor recommend the purchase or sale of any securities of the relevant company.

iii)Ensure compliance with the restrictions in this Policy by their immediate family members, persons living in their household and each entity that the director, officer or employee controls.

These restrictions will continue until the information either has been publicly disclosed and absorbed by the marketplace (which generally means until after the close of the first full trading day after the information is disclosed in a press release or SEC filing) or ceases to be material (for example, when a significant, nonpublic potential acquisition or disposition is abandoned).

7.2    Exempt Transactions and Approved Trading Plans

There are three categories of purchase and sale of DXC stock that are exempted from the restrictions of this Policy.

1.Stock Awards

Transfer of DXC shares to the company in payment of:     

a.the exercise price of an employee or director stock option or

b.the mandatory tax withholding obligation arising from the exercise of an employee or director stock option, from the vesting of restricted stock or from the distribution of shares pursuant to a restricted stock unit.

In each of (a) and (b) above, the transfer of DXC shares to the company must not involve a market sale of DXC securities. For the avoidance of doubt, the “cashless exercise” of a DXC stock option or other equity award through a broker involves a market sale of DXC securities and, therefore, does not qualify under this exemption.

2.Pension Plans

With respect to DXC shares beneficially owned through the DXC Matched Asset Plan or any other Section 401(k) plan sponsored by DXC or any of its subsidiaries:

a.Ongoing purchases of DXC shares in connection with new employee and/or employer contributions.

b.Any single transfer between accounts not involving the DXC stock fund.

Insider Trading Policy | Policy Owner: DXC Integrity | Effective date: May 15, 2024    4

c.Any election to completely terminate the investment of both future employee and employer contributions in DXC shares.

3.Approved Trading Plan

Any purchase or sale of DXC stock through an Approved Trading Plan (as defined above) is exempt.

7.3    Additional Restrictions for Financial Insiders

A director, corporate officer or employee of DXC or its subsidiaries who has—or may be considered to have— early access to DXC’s quarterly or annual financial results (collectively, Financial Insiders) must:

i)Not purchase or sell (other than in an Exempt Transaction) or recommend the purchase or sale of any DXC securities during a Quarterly Restricted Period.

ii)Not engage in “selling short against the box” or derivative transactions involving securities at any time.

iii)Ensure compliance with the restrictions in this Policy, including the additional restrictions applicable to Financial Insiders, by their immediate family members, persons living in their household and each entity that the director, officer or employee controls.

iv)Obtain the Required Approvals (including from DXC Legal) before the Financial Insider or any person or entity identified above engages in any transaction (other than an Exempt Transaction) directly or indirectly involving DXC securities.

The Senior Vice President, HR Global Performance, Rewards and Sustainability or his/her designee will develop and maintain a list of all Financial Insiders; he/she will oversee notification of Financial Insiders about their obligations under this Section.

7.4    Prohibition on Hedging, Short Sales or Pledging of Company Securities

DXC prohibits employees, corporate officers and directors from:

i)Engaging in speculative or hedging transactions in its securities, such as puts; calls; collars; swaps; forward sale contracts; exchange funds; and similar arrangements or instruments designed to hedge or offset decreases in the market value of DXC’s securities.

ii)Short sales of DXC securities.

iii)Holding DXC securities in a margin account.

iv)Purchase DXC securities on margin.

v)Pledging DXC securities as collateral for a loan.

8 Sanctions For Non-Compliance

U.S. federal insider trading laws impose civil and criminal liability on persons who purchase or sell, or recommend the purchase or sale of, any securities at a time when they are aware of material nonpublic information about the

Insider Trading Policy | Policy Owner: DXC Integrity | Effective date: May 15, 2024    5

issuer of the securities in breach of a duty of trust or confidence or disclose such information to others under circumstances where purchases or sales of such securities can be anticipated.

If DXC directors, corporate officers or employees violate U.S. federal insider trading laws, civil and criminal penalties may also be imposed on DXC if it both (i) knew or recklessly disregarded the fact that they were likely to engage in such a violation and (ii) failed to take appropriate steps to prevent the violation before it occurred.

DXC will take disciplinary action in relation to violations of this Policy, which may include termination of employment.

9 Further Assistance

Any person who has a question concerning any proposed transaction, or who has a question about this Policy, may obtain additional guidance from DXC Integrity.

10 Additional Information

DXC Code of Conduct

11 Revision History

Date First Published – April 3, 2017

First Revision – May 19, 2020

Second Revision – February 1, 2022

Third Revision – May 9, 2023

Fourth Revision – October 24, 2023

Fifth Revision – May 15, 2024

Insider Trading Policy | Policy Owner: DXC Integrity | Effective date: May 15, 2024    6

EX-21

EX-21 EXHIBIT 21
DXC TECHNOLOGY COMPANY
Subsidiaries as of March 31, 2024
Entity Name	Jurisdiction of Organization
CSC Computer Sciences Argentina S.R.L.	Argentina
Enterprise Services Argentina S.R.L	Argentina
Enterprise Services Latin America Corporation Argentina Branch	Argentina
Luxoft Soluciones SRL	Argentina
Australian College of Project Management Pty Ltd	Australia
Bluleader Pty Ltd	Australia
CSC Agility Platform Australia Pty Limited	Australia
DXC Connect Pty Ltd	Australia
DXC Consulting Pty Ltd	Australia
DXC Eclipse Pty Ltd	Australia
DXC Enterprise Australia Pty Ltd	Australia
DXC Insurance Solutions Australia Pty Ltd	Australia
DXC Integrated Services Victoria Pty Limited	Australia
DXC NZ Holdings Pty Ltd	Australia
DXC Oxygen Pty Ltd	Australia
DXC Professional Solutions Pty Ltd	Australia
DXC Red Rock Pty Ltd	Australia
DXC SAE Pty Limited	Australia
DXC SN Pty Ltd	Australia
DXC Technology Australia Holdings Pty Limited	Australia
DXC Technology Australia Pty. Limited	Australia
DXC United Pty Limited	Australia
Integ Queensland Pty Ltd	Australia
Luxoft Financial Services UK Limited (Australia Branch)	Australia
Sable Systems Pty Ltd.	Australia
System Partners Pty Ltd	Australia
White Labelled Pty Ltd	Australia
Xchanging Pty Limited	Australia
DXC Technology Austria GmbH	Austria
EntServ Enterprise Services Austria GmbH	Austria
ES SHARED SERVICE CENTER SOCIETA PER AZIONI, Branch Austria	Austria
DXC Field Delivery Belgium BV	Belgium
DXC Technology Belgium VOF	Belgium
EIT Services India Private Limited - Belgium Branch	Belgium
Enterprise Services Belgium BV	Belgium
High Tech Services Insurance, Ltd.	Bermuda
CSC Computer Sciences Brasil S/A	Brazil
DXC Brasil Servicos de Telecomunicacoes Ltda	Brazil
Enterprise Services Brasil Serviços de Tecnologia Ltda	Brazil

ES Brasil Participações Ltda.	Brazil
Luxoft Brasil Ltda	Brazil
Luxoft Holding Inc.	British Virgin Islands
DXC Technology Sdn. Bhd	Brunei
DXC Bulgaria EOOD	Bulgaria
Luxoft Bulgaria EOOD	Bulgaria
Luxoft Sofia EOOD	Bulgaria
Computer Sciences Canada Inc.	Canada
CSC Consulting, Inc. - Canada Branch	Canada
DXC Insurance Services Canada ULC	Canada
EIT Services India Private Limited Canada Branch	Canada
ESIT Advanced Solutions Inc.	Canada
ESIT Canada Enterprise Services Co.	Canada
Luxoft Canada Limited	Canada
UXC Eclipse Solutions (Canada) Ltd	Canada
Enterprise Services Chile Comercial Limitada	Chile
Luxoft Information Technology (Tianjin) Ltd. Shanghai Branch	China
Beijing Bokai Technology Co., Ltd.	China
Beijing Bokai Technology Co., Ltd. Chongqing Branch	China
Beijing Bokai Technology Co., Ltd. Dalian Branch	China
Beijing Bokai Technology Co., Ltd. Guangzhou Branch	China
Beijing Bokai Technology Co., Ltd. Shanghai Branch	China
Beijing CSA Computer Sciences Technology Company Limited	China
Beijing CSA Computer Sciences Technology Company Limited, Shanghai Branch	China
Bokai Enterprise Services (Wuhan) Co., Ltd.	China
CSC Information Technology (Tianjin) Co. Ltd.	China
CSC Technology (Beijing) Co., Ltd.	China
CSC Technology (Beijing) Co., Ltd., Shanghai Branch	China
Guizhou Bokai Technology Co. Ltd	China
ISI (China) Co., Limited	China
Luxoft Information Technology (Tianjin) Ltd.	China
Luxoft Information Technology (Tianjin) Ltd. Beijing Branch	China
Luxoft Information Technology (Tianjin) Ltd. Shenzhen Branch	China
Nanjing Bokai Technology Co., Ltd	China
DXC Solutions Colombia S.A.S.	Colombia
Enterprise Services Colombia S.A.S.	Colombia
Ent. Services CentroAmerica CAC, Ltda.	Costa Rica
EntServ Costa Rica, Limitada	Costa Rica
Ent. Services Zagreb d.o.o.	Croatia
Luxoft International Company Limited	Cyprus
CSC Computer Sciences s.r.o.	Czech Republic
DXC Technology Czech Republic s.r.o.	Czech Republic
Alliance-One Holdings, LLC	Delaware
Alliance-One Investments, LLC	Delaware
Alliance-One Services, Inc.	Delaware
Concerto Cloud Services, LLC	Delaware
DXC Receivables LLC	Delaware

DXC Solutions US Brazil Holdings LLC	Delaware
DXC Technology Services LLC	Delaware
DXC US (Netherlands) LLC	Delaware
DXC US Agility Platform, LLC	Delaware
DXC US Brazil Holdings LLC	Delaware
DXC US Communications LLC	Delaware
DXC US Enterprises, L.P.	Delaware
DXC US Latin America Corporation	Delaware
DXC US World Trade LLC	Delaware
Eclipse Intelligent Solutions (USA) Inc.	Delaware
Fruition Partners US, Inc.	Delaware
Lux 1 Holding Company Inc.	Delaware
Tribridge Holdings, LLC	Delaware
UXC Eclipse (USA) LLC	Delaware
Xchanging Inc.	Delaware
Xchanging Solutions (USA), Inc.	Delaware
Xchanging Systems and Services, Inc.	Delaware
Luxoft USA, Inc.	Delaware
Smashing Ideas LLC	Delaware
DXC Technology Danmark A/S	Denmark
iSOFT Sanidad Dominicana, S.R.L.	Dominican Republic
DXC Technology Ecuador S.A.S.	Ecuador
DXC Technology Egypt SAE	Egypt
Luxoft Egypt LLC	Egypt
DXC Eclipse Pty Ltd - Fiji Branch	Fiji
DXC Technology Finland Oy	Finland
Continuum SOCS SAS	France
DXC Technology France SAS	France
DXC Technology France Holding SAS	France
DXC Technology Financial Services Holding SAS	France
DXC Technology Financial Services SAS	France
Enterprise Services France SAS	France
ES Field Delivery France SAS	France
Luxoft Information Technology (Singapore) Pte. Ltd. (France Branch)	France
DXC Technology Deutschland GmbH	Germany
DXC Technology Deutschland Consulting GmbH	Germany
EntServ Deutschland GmbH	Germany
Luxoft GmbH	Germany
Symtavision GmbH	Germany
CMORE Automotive GmbH	Germany
DXC Pension Trust e.V	Germany
Argo Design Germany GmbH	Germany
Ent. Services Hellas - IT Services Limited Liability Company	Greece
DXC Red Rock Pty Ltd - Guam Branch	Guam
CSA (PRC) Company Limited	Hong Kong
DXC Technology Hong Kong Limited	Hong Kong
DXC Technology Enterprise Services (AP) Limited	Hong Kong
DXC Technology Enterprise Services (Hong Kong) Limited	Hong Kong

Luxoft Hong Kong Pte. Limited	Hong Kong
DXC Technology Hungary Ltd	Hungary
Computer Sciences Corporation India Private Limited	India
UXC India IT Services Private Ltd	India
DXC Technology India Private Limited	India
Xchanging Solutions Limited	India
Nexplicit Infotech India Private Limited	India
Xchanging Technology Services India Private Limited	India
Xchanging Builders (India) Private Limited	India
EIT Services India Private Limited	India
Luxoft India LLP	India
DerivIT Solutions Private Limited	India
PT DXC Technology Indonesia	Indonesia
PT EIT Services Indonesia	Indonesia
CSC Computer Sciences Ireland Limited	Ireland
DXC Capital Funding Designated Activity Company	Ireland
ES Field Delivery Ireland Limited	Ireland
Global EntServ Solutions Galway Limited	Ireland
Global EntServ Solutions Ireland Limited	Ireland
DXC Services Israel Ltd.	Israel
DXC Technology Italy S.r.l.	Italy
CeleritiFinTech Italy S.r.l.	Italy
Xchanging Italy Holding S.r.L.	Italy
Xchanging Italy S.p.A.	Italy
Enterprise Services Energy Italia S.r.l.	Italy
Enterprise Services Italia S.r.l.	Italy
Enterprise Tech Partners Italia S.r.l.	Italy
ES Field Delivery Italia S.r.l.	Italy
ES Shared Service Center Societa' Per Azioni	Italy
Logistica Digitale Srl	Italy
Tribridge Italy S.r.l.	Italy
Luxoft Italy S.r.l.	Italy
DXC Technology Japan LLC	Japan
DXC Technology Japan Ltd.	Japan
Royal Pavilion LP	Jersey
RPDP Limited	Jersey
Royal Pavilion Nominee One Limited	Jersey
Royal Pavilion Nominee Two Limited	Jersey
Royal Pavilion Unit Trust	Jersey
E IT Services Co. Kazakhstan	Kazakhstan
Entserv East Africa Limited	Kenya
Enterprise Services Korea A DXC Technology Company	Korea
Luxoft Korea LLC	Korea
DXC Technology Baltic UAB	Lithuania
DXC Technology Luxembourg S.A.	Luxembourg
DXC Luxembourg International S.a.r.l.	Luxembourg
DXC Luxembourg Holding S.a.r.l.	Luxembourg
Enterprise Services Luxembourg S.à r.l.	Luxembourg

DXC Lux 5 S.a.r.l.	Luxembourg
DXC Lux 6 S.a.r.l.	Luxembourg
Luxoft Luxembourg S.a.r.l.	Luxembourg
DXC Technology Malaysia Sdn. Bhd	Malaysia
Xchanging Asia Pacific Sdn Bhd	Malaysia
Neuron Solutions Sdn. Bhd.	Malaysia
Entserv Malaysia Sdn. Bhd.	Malaysia
Luxoft Malaysia Sdn Bhd	Malaysia
DXC Technology Global Services Centre Sdn. Bhd.	Malaysia
Forbes Technology Center	Maryland
CSC Consulting, Inc.	Massachusetts
Xchanging (Mauritius) Limited	Mauritius
EntServ (Mauritius) Limited	Mauritius
Entserv Enterprise Services Mexico S. de R.L. de C.V.	Mexico
Integradora de Servicios Central, S.A. de C.V.	Mexico
Integradora de Servicios S.A. de C.V.	Mexico
Luxoft Mexico S. de R.L. de C.V.	Mexico
CSC Covansys Corporation	Michigan
Enterprise Services CDG S.A.	Morocco
DXC Technology SARL	Morocco
DXC Technology B.V.	Netherlands
Xchanging B.V.	Netherlands
Enterprise Services International Trade B.V.	Netherlands
Enterprise Services Nederland B.V.	Netherlands
DXC Alps HoldCo B.V.	Netherlands
DXC Berlin B.V.	Netherlands
DXC Brielle B.V.	Netherlands
DXC Caribe y Andina B.V.	Netherlands
DXC Field Delivery Holding B.V.	Netherlands
ES Field Delivery Nederland B.V.	Netherlands
DXC Finance B.V.	Netherlands
DXC Gatriam Holding B.V.	Netherlands
DXC Hague B.V.	Netherlands
DXC Hague II B.V.	Netherlands
DXC Russia HoldCo B.V.	Netherlands
DXC Russia HoldCo II B.V.	Netherlands
DXC Sinope Holding B.V.	Netherlands
Luxoft Netherlands B.V.	Netherlands
Argo Design Europe B.V.	Netherlands
DXC Technology Company	Nevada
Computer Sciences Corporation	Nevada
Century LLC	Nevada
Century Subsidiary Corporation	Nevada
DXC US International Inc.	Nevada
Century Credit Corporation	Nevada
Continental Grand, Limited Partnership	Nevada
CXD Infrastructure Solutions Inc.	Nevada
INSYS Group, Inc.	New Jersey

Intro Pro US Inc.	New Jersey
UXC Eclipse (USA), Inc.	New York
CSC New Zealand Limited	New Zealand
DXC Technology NZ Limited	New Zealand
Oxygen Business Solutions Limited	New Zealand
DXC (New Zealand) Pensions Limited	New Zealand
DXC Enterprise NZ	New Zealand
EntServ Nigeria Limited	Nigeria
Wendover Financial Services Corporation	North Carolina
DXC Technology Norge AS	Norway
IBA Health (Middle East) LLC	Oman
Enterprise Services Panama, S. de R.L.	Panama
Mynd Partners (f/k/a Legalgard Partners, L.P.)	Pennsylvania
CSC Computer Sciences Peru S.R.L.	Peru
DXC US Latin America Corporation - Peru Branch	Peru
Enterprise Services Peru S.R.L.	Peru
DXC Technology (Philippines), Inc.	Philippines
Enterprise Services (AP) Limited, Philippines Regional Operating Headquarters	Philippines
EntServ Philippines, Inc.	Philippines
CSC Computer Sciences Polska Sp. zO.O	Poland
DXC Technology Polska Sp. z o.o.	Poland
Luxoft Poland Sp.z.o.o	Poland
DXC Technology Portugal, Lda	Portugal
EIT Services Co. Portugal, Lda.	Portugal
DXC Field Delivery Portugal, Unipessoal Lda.	Portugal
Luxoft Portugal Unipessoal Lda	Portugal
CSC Puerto Rico, LLC	Puerto Rico
CSC Computer Sciences (Middle East) Limited LLC	Qatar
Luxoft Middle East LLC	Qatar
CSC Computer Sciences Romania SRL	Romania
Enterprise Services Romania SRL	Romania
Luxoft Professional Romania SRL	Romania
BTO Group LLC	Russia
Integrity Solutions LLC	Russia
CSC Computer Sciences (Middle East) Limited - Saudi Arabia Branch	Saudi Arabia
CSC Arabia Ltd.	Saudi Arabia
Enterprise Services International Trade B.V, Saudi Arabian Branch	Saudi Arabia
eBECS Company Limited	Saudi Arabia
DXC Technology Regional Headquarter LLC	Saudi Arabia
Enterprise Services d.o.o. Beograd	Serbia
Luxoft d.o.o. Beograd	Serbia
DXC Technology Singapore Pte. Ltd.	Singapore
DXC Technology New Asia Holdings Pte. Ltd.	Singapore
Xchanging Solutions (Singapore) Pte Limited	Singapore
DXC Technology Services Singapore Pte. Ltd.	Singapore
Luxoft Singapore Pte Limited	Singapore
Luxoft Information Technology (Singapore) Pte. Ltd.	Singapore

DXC Technology Slovakia s.r.o.	Slovakia
DXC Technology (South Africa) (Pty) Limited	South Africa
DXC IT Services Holdings (SA) (Pty) Ltd.	South Africa
iSOFT Health (South Africa) (Pty) Limited	South Africa
Enterprise Services South Africa (Pty) Ltd	South Africa
Mynd Corporation	South Carolina
DXC Technology Spain, S.A.U.	Spain
iSOFT Iberia, S.L.U.	Spain
Enterprise Solutions Consultoría y Aplicaciones España, S.L.U.	Spain
Enterprise Solutions Outsourcing España, S.L.U.	Spain
Enterprise Solutions Procesos de Negocio España, S.L.U.	Spain
ES Field Delivery Spain, S.L.U.	Spain
DXC Technology Servicios Espana, S.L.U.	Spain
Luxoft Spain, S.L.U.	Spain
DXC Technology Sverige AB	Sweden
Enterprise Services Sverige AB	Sweden
Luxoft Sweden AB	Sweden
DXC Technology Switzerland GmbH	Switzerland
DXC Switzerland International Sàrl	Switzerland
EntServ Schweiz GmbH	Switzerland
Luxoft Global Operations GmbH	Switzerland
Luxoft Switzerland AG	Switzerland
EIT Services Taiwan Co. Ltd.	Taiwan
CSC Cybertek Corporation	Texas
Mynd Partners, L.P. f/k/a Cybertek Solutions, L.P.	Texas
Argo Design LLC	Texas
DXC Technology (Thailand) Co., Ltd.	Thailand
DXC Technology Services (Thailand) Ltd.	Thailand
DXC Caribe y Andina B.V. - Trinidad & Tobago Branch	Trinidad & Tobago
DXC Technology Delivery Centre Tunisie SARL	Tunisia
DXC Technology Tunisie SARL	Tunisia
DXC Turkey Teknoloji Hismetleri Limited Sirketi	Turkey
EntServ Turkey Technological Solutions Limited Liability Company	Turkey
Luxoft Turkey Information Technologies LLC	Turkey
DXC Technology (Middle East) FZ LLC - Abu Dhabi Branch	UAE
DXC Technology (Middle East) FZ-LLC	UAE
Enterprise IT Services Middle East FZ LLC	UAE
DXC Switzerland International Sárl - Abu Dhabi Branch	UAE
Sable37 DMCC	UAE
Limited Liability Company "Enterprise Services Ukraine"	Ukraine
Luxoft Ukraine LLC	Ukraine
Agile Coworking LLC	Ukraine
Luxoft Solutions, LLC	Ukraine
CSC Computer Sciences Limited	United Kingdom
DXC UK (Middle East) Limited	United Kingdom
DXC UK EMEA Finance Limited	United Kingdom
DXC UK International Holdings Limited	United Kingdom
DXC UK International Limited	United Kingdom

DXC UK International Operations Limited	United Kingdom
DXC UK Holdings Limited	United Kingdom
Fruition Partners UK Ltd.	United Kingdom
CeleritiFinTech Services Limited	United Kingdom
Xchanging Holdings Limited	United Kingdom
Xchanging EMEA Limited	United Kingdom
Xpanse No 2 Limited	United Kingdom
Xchanging Claims Services Limited	United Kingdom
LCO Marine Limited	United Kingdom
LCO Non-Marine and Aviation Limited	United Kingdom
Ins-Sure Holdings Limited	United Kingdom
Ins-Sure Services Limited	United Kingdom
LPSO Limited	United Kingdom
London Processing Centre Limited	United Kingdom
Xpanse Limited	United Kingdom
Xchanging Global Insurance Systems Limited	United Kingdom
Xchanging Global Insurance Solutions Limited	United Kingdom
Xchanging Holdco No 3 Limited	United Kingdom
Xchanging UK Limited	United Kingdom
Xchanging Procurement Services Limited	United Kingdom
Virtual Clarity Limited	United Kingdom
DXC UK Trustee Limited	United Kingdom
EIT Services India Private Limited UK Branch	United Kingdom
Enterprise Services Defence and Security UK Limited	United Kingdom
Enterprise Services Information Security UK Limited	United Kingdom
EntServ UK Limited	United Kingdom
ES Field Delivery UK Limited	United Kingdom
TESM Limited	United Kingdom
Luxoft UK Limited	United Kingdom
Luxoft Financial Services UK Limited	United Kingdom
DXC Pension Trustee Limited	United Kingdom
DXC Caribe y Andina B.V. Sucursal Uruguay	Uruguay
Enterprise Services Corporación Ven C.C.A.	Venezuela
DXC Technology Services Vietnam Company Limited	Vietnam
Luxoft Vietnam Company Limited	Vietnam
Medical Facilities, Joint Venture	Virginia
PRC/ORI JV	Virginia

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333-217053, No. 333-217054 and No. 333-249989 on Form S-8 and No. 333-275260 on Form S-3 of our reports dated May 16, 2024, relating to the consolidated financial statements of DXC Technology Company and subsidiaries (the “Company"), and the effectiveness of the Company's internal control over financial reporting, appearing in the Annual Report on Form 10-K of DXC Technology Company for the year ended March 31, 2024.

/s/ Deloitte & Touche LLP

McLean, Virginia

May 16, 2024

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Raul Fernandez, certify that:

1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended March 31, 2024 of DXC Technology Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 16, 2024	/s/ Raul Fernandez
		Raul Fernandez President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rob Del Bene, certify that:

1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended March 31, 2024 of DXC Technology Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date:	May 16, 2024	/s/ Rob Del Bene
		Rob Del Bene Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Raul Fernandez, President and Chief Executive Officer of DXC Technology Company (the "Company"), hereby certify that, to my knowledge:

(1)The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 16, 2024	/s/ Raul Fernandez
		Raul Fernandez President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Rob Del Bene, Executive Vice President and Chief Financial Officer of DXC Technology Company (the "Company"), hereby certify that, to my knowledge:

(1)The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 16, 2024	/s/ Rob Del Bene
		Rob Del Bene Executive Vice President and Chief Financial Officer

EX-97.1

Exhibit 97.1

DXC TECHNOLOGY COMPANY

COMPENSATION RECOVERY POLICY

The Board of Directors (the “Board”) of DXC Technology Company (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) effective as of October 2, 2023 (the “Effective Date”) in order to foster a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy by facilitating the recovery of erroneously awarded incentive-based compensation upon the occurrence of certain events. The Policy is an amendment and restatement of the Company’s Executive Compensation Clawback Policy, dated as of April 3, 2017 (the “Prior Policy”).

1.Recovery of Erroneously Awarded Incentive Compensation. Subject to Section 5, if the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, a “Recoverable Event”), the Company shall recover, reasonably promptly, any Recoverable Amount with respect to Incentive Compensation received by a Covered Employee (each as defined below) during the three completed fiscal years that immediately precedes the date that the Company’s Board, a committee of the Board, or any of the Company’s officers that are so authorized, concludes or reasonably should have concluded, that the Company is required to prepare such an accounting restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such an accounting restatement (the “Recovery Period”). The Recovery Period also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence; provided, that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

2.Applicability.

a.Covered Employees. This Policy applies to each person (each, a “Covered Employee”) who serves or served as a Company officer, as defined in Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

b.Incentive Compensation Received. This Policy applies to any compensation that is granted, earned or vested based wholly or in part upon the attainment of one or more of any Financial Reporting Measures (“Incentive Compensation”) received by a Covered Employee on or after the Effective Date: (i) after beginning service as a Covered Employee; (ii) who served as a Covered Employee at any time during the performance period for that compensation; (iii) while the Company has a class of its securities listed on a national securities exchange or association; and (iv) during the Recovery Period. For purposes of this Policy, Incentive Compensation shall be deemed “received” when the Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive Compensation occurs after the end of that period. For the avoidance of doubt, any Incentive Compensation received by a Covered Employee prior to his or her commencement of service as an officer under Section 16 is

Exhibit 97.1

not subject to this Policy. “Financial Reporting Measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the issuer’s financial statements, and any measures derived wholly or in part from such financial statements, including financial measures based on accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures, as well as stock price and total stockholder return.

3.Determining the Recoverable Amount. The “Recoverable Amount” shall be equal to the excess of the amount of Incentive Compensation received based on the achievement of a Financial Reporting Measure that was subsequently revised due to the Recoverable Event, over the amount of Incentive Compensation that would have been received based on the restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules (as defined below). For Incentive Compensation based on TSR or stock price, the Recoverable Amount will be based on the reasonable estimate by the Compensation Committee of the Board (the “Committee”) of the effect of the Recoverable Event on the applicable measure, with such analysis documented and provided to the applicable listing exchange.

4.Manner of Recovery. The Committee shall determine, in its sole discretion, the manner of recovery of any Recoverable Amount, which may include, without limitation, to the extent permitted by applicable law:

a.requiring reimbursement of cash Incentive Compensation previously paid;

b.seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;

c.offsetting the Recoverable Amount from any compensation otherwise owed by the Company or an affiliate thereof to the Covered Employee;

d.cancelling outstanding vested or unvested equity awards; and/or

e.taking any other remedial action, as determined by the Committee;

provided, however, that the method for recovery of Incentive Compensation selected by the Committee shall not cause a violation of the payment timing rules of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or result in the Covered Employee being subject to the interest and additional tax provisions of Section 409A(a)(1)(B) of the Code. Notwithstanding the foregoing, unless otherwise prohibited by applicable law, to the extent this Policy provides for recovery of Incentive Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Incentive Compensation already recovered by the Company from the recipient of such Incentive Compensation may be credited to the amount of Incentive Compensation required to be recovered pursuant to this Policy from such person.

5.Impracticability. If the Committee determines that (a) the direct expense paid to third parties to assist in enforcing recovery would exceed the Recoverable Amount, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws adopted prior to November 28, 2022, pursuant to the opinion of home country counsel acceptable to the relevant listing exchange or association, that recovery would result in such violation, and the

Exhibit 97.1

Company has provided such opinion to the relevant listing exchange or association or (c) the recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder, then, subject to the following sentence, the Company shall not be required to recover the Recoverable Amounts. Notwithstanding the foregoing, upon a Recoverable Event, the Company shall make reasonable and prompt attempts to recover the Recoverable Amounts before determining that it is impracticable to do so for the aforementioned reasons, and must document such attempts and provide such documentation to the relevant listing exchange.

6.Administration; Interpretation. This Policy will be administered by the Committee. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted and applied in a manner that is consistent with the requirements of Section 10D of the Exchange Act, and the guidance and regulations promulgated thereunder, and any applicable rules or standards adopted by the Securities and Exchange Commission or the New York Stock Exchange (“Applicable Rules”), and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith. All determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or officers of the Company, as permitted under applicable law. The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion, provided that such amendment, modification or termination complies with applicable law. Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.

7.No Indemnification. The Company shall not indemnify any Covered Employee against the loss of any Recoverable Amount pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any Covered Employee for any premiums for third-party insurance policies that such Covered Employees may elect to purchase to fund potential recovery obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.

8.Enforceability. Effective as of the Effective Date, this Policy will amend and restate the Prior Policy in all respects, provided, that, notwithstanding the foregoing, any Incentive Compensation received prior to October 2, 2023 shall continue to remain subject to the Prior Clawback Policy. The adoption of this Policy does not mitigate, and is intended to enhance, the effect of any recoupment, forfeiture or similar policies in any employment agreement, bonus plan, equity-based award agreement or similar agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company or is otherwise required by applicable law and regulations.

Exhibit 97.1

9.Severability. The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

XML

Cover Page - USD ($)

12 Months Ended

Mar. 31, 2024

May 06, 2024

Sep. 29, 2023

Document Information [Line Items]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Mar. 31, 2024

Current Fiscal Year End Date

--03-31

Document Transition Report

false

Entity File Number

1-4850

Entity Registrant Name

DXC TECHNOLOGY CO

Entity Incorporation, State or Country Code

NV

Entity Tax Identification Number

61-1800317

Entity Address, Address Line One

20408 Bashan Drive, Suite 231

Entity Address, City or Town

Ashburn

Entity Address, State or Province

VA

Entity Address, Postal Zip Code

20147

City Area Code

703

Local Phone Number

972-9700

Entity Well-Known Seasoned Issuer

Yes

Entity Voluntary Filers

No

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

ICFR Auditor Attestation Flag

true

Document Financial Statement Error Correction [Flag]

false

Entity Shell Company

false

Entity Public Float

$ 4,056,482,026

Entity Common Stock, Shares Outstanding

178,912,976

Documents Incorporated by Reference

Portions of the registrant's definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of March 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Entity Central Index Key

0001688568

Document Fiscal Year Focus

2024

Document Fiscal Period Focus

FY

Amendment Flag

false

Common Stock, $0.01 par value per share

Document Information [Line Items]

Title of 12(b) Security

Common Stock, $0.01 par value per share

Trading Symbol

DXC

Security Exchange Name

NYSE

1.750% Senior Notes Due 2026

Document Information [Line Items]

Title of 12(b) Security

1.750% Senior Notes Due 2026

Trading Symbol

DXC 26

Security Exchange Name

NYSE

XML

Audit Information	12 Months Ended
	Mar. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	McLean, Virginia

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,224	$ 1,858
Receivables and contract assets, net of allowance for doubtful accounts of $35 and $47	3,253	3,441
Prepaid expenses	512	565
Other current assets	146	255
Assets held for sale	0	5
Total current assets	5,135	6,124
Intangible assets, net of accumulated amortization of $5,792 and $5,670	2,130	2,569
Operating lease assets, net	731	909
Goodwill	532	539
Deferred income taxes, net	804	460
Property and equipment, net of accumulated depreciation of $3,515 and $4,111	1,671	1,979
Other assets	2,857	3,247
Assets held for sale - non-current	11	18
Total Assets	13,871	15,845
Current liabilities:
Short-term debt and current maturities of long-term debt	271	500
Accounts payable	846	782
Accrued payroll and related costs	558	569
Operating lease liabilities	282	317
Accrued expenses and other current liabilities	1,437	1,836
Deferred revenue and advance contract payments	866	1,054
Income taxes payable	134	120
Liabilities related to assets held for sale	0	9
Total current liabilities	4,394	5,187
Long-term debt, net of current maturities	3,818	3,900
Non-current deferred revenue	671	788
Non-current income tax liabilities and deferred income taxes	556	587
Non-current operating lease liabilities	497	648
Non-current pension obligations	423	463
Other long-term liabilities	446	449
Liabilities related to assets held for sale - non-current	0	3
Total Liabilities	10,805	12,025
Commitments and contingencies
DXC stockholders’ equity:
Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued as of March 31, 2024 and March 31, 2023	0	0
Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 183,430,878 as of March 31, 2024 and 218,058,482 as of March 31, 2023	2	2
Additional paid-in capital	7,599	9,121
Accumulated deficit	(3,839)	(4,665)
Accumulated other comprehensive loss	(732)	(774)
Treasury stock, at cost, 4,591,340 and 3,333,592 shares as of March 31, 2024 and March 31, 2023	(219)	(187)
Total DXC stockholders’ equity	2,811	3,497
Non-controlling interest in subsidiaries	255	323
Total Equity	3,066	3,820
Total Liabilities and Equity	$ 13,871	$ 15,845

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 35	$ 47
Accumulated Amortization	5,792	5,670
Accumulated depreciation	$ 3,515	$ 4,111
DXC stockholders’ equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
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)	183,430,878	218,058,482
Common stock in treasury, at cost (in shares)	4,591,340	3,333,592

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenues	$ 13,667	$ 14,430	$ 16,265
Costs of services (excludes depreciation and amortization and restructuring costs)	10,576	11,246	12,683
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	1,244	1,375	1,408
Depreciation and amortization	1,404	1,519	1,717
Restructuring costs	111	216	318
Interest expense	298	200	204
Interest income	(214)	(135)	(65)
Debt extinguishment costs	0	0	311
Gain on disposition of businesses	(79)	(190)	(371)
Other expense (income), net	218	1,084	(1,081)
Total costs and expenses	13,558	15,315	15,124
Income (loss) before income taxes	109	(885)	1,141
Income tax expense (benefit)	23	(319)	405
Net income (loss)	86	(566)	736
Less: net (loss) income attributable to non-controlling interest, net of tax	(5)	2	18
Net income (loss) attributable to DXC common stockholders	$ 91	$ (568)	$ 718
Income (loss) per common share:
Basic (in dollars per share)	$ 0.46	$ (2.48)	$ 2.87
Diluted (in dollars per share)	$ 0.46	$ (2.48)	$ 2.81

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions		12 Months Ended
		Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)		$ 86	$ (566)	$ 736
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax	[1]	39	(336)	(86)
Cash flow hedges adjustments, net of tax	[2]	7	(17)	11
Pension and other post-retirement benefit plans, net of tax:
Prior service cost, net of tax	[3]	(6)	(2)	9
Amortization of prior service cost, net of tax	[4]	(5)	(36)	(6)
Pension and other post-retirement benefit plans, net of tax		(11)	(38)	3
Other comprehensive income (loss), net of taxes		35	(391)	(72)
Comprehensive income (loss)		121	(957)	664
Less: comprehensive (loss) income attributable to non-controlling interest		(12)	0	29
Comprehensive income (loss) attributable to DXC common stockholders		$ 133	$ (957)	$ 635

[1] Tax (benefit) expense related to foreign currency translation adjustments was $(4), $2, and $5 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

[2] Tax expense (benefit) related to cash flow hedge adjustments was $3, $(6), and $2 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

[3] Tax (benefit) expense related to prior service costs was $0, $(1), and $2 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

[4] Tax benefit related to amortization of prior service costs was $1, $15, and $2 for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022, respectively.

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Tax (benefit) expense related to foreign currency translation adjustments	$ (4)	$ 2	$ 5
Tax expense (benefit) related to cash flow hedges adjustment,s	3	(6)	2
Tax (benefit) expense related to prior service costs	0	(1)	2
Tax benefit related to amortization of prior service costs	$ 1	$ 15	$ 2

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 86	$ (566)	$ 736
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,433	1,551	1,742
Operating right-of-use expense	353	404	484
Pension & other post-employment benefits, actuarial & settlement losses (gains)	445	1,431	(684)
Share-based compensation	109	108	101
Deferred taxes	(416)	(609)	255
Gain on dispositions	(131)	(260)	(421)
Provision for losses on accounts receivable	0	(1)	5
Unrealized foreign currency exchange (gains) losses	(7)	8	(12)
Impairment losses and contract write-offs	18	47	51
Debt extinguishment costs	0	0	311
Amortization of debt issuance costs and discount	5	4	0
Cash surrender value in excess of premiums paid	(14)	(17)	(24)
Other non-cash charges, net	9	4	15
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in receivables	176	412	228
Decrease (Increase) in prepaid expenses and other current assets	211	(119)	(48)
Decrease in accounts payable and accruals	(278)	(424)	(714)
Increase (Decrease) in income taxes payable and income tax liability	13	(161)	(315)
Decrease in operating lease liability	(353)	(404)	(484)
(Decrease) Increase in advance contract payments and deferred revenue	(290)	11	270
Other operating activities, net	(8)	(4)	5
Net cash provided by operating activities	1,361	1,415	1,501
Cash flows from investing activities:
Purchases of property and equipment	(182)	(267)	(254)
Payments for transition and transformation contract costs	(198)	(223)	(209)
Software purchased and developed	(225)	(188)	(295)
Business dispositions	26	(147)	533
Proceeds from sale of assets	75	171	100
Proceeds from short-term investing	0	0	24
Other investing activities, net	13	19	41
Net cash used in investing activities	(491)	(635)	(60)
Cash flows from financing activities:
Borrowings of commercial paper	1,784	1,514	1,068
Repayments of commercial paper	(1,887)	(1,757)	(905)
Borrowings on long-term debt	0	0	19
Principal payments on long-term debt	0	(63)	(2,872)
Payments on finance leases and borrowings for asset financing	(430)	(511)	(990)
Proceeds from bond issuance	0	0	2,918
Proceeds from stock options and other common stock transactions	0	2	13
Taxes paid related to net share settlements of share-based compensation awards	(35)	(17)	(18)
Repurchase of common stock	(898)	(669)	(628)
Payments for debt extinguishment costs	0	0	(344)
Other financing activities, net	(21)	(6)	(79)
Net cash used in financing activities	(1,487)	(1,507)	(1,818)
Effect of exchange rate changes on cash and cash equivalents	(17)	(97)	29
Net decrease in cash and cash equivalents including cash classified within current assets held for sale	(634)	(824)	(348)
Cash classified within current assets held for sale	0	10	52
Net decrease in cash and cash equivalents	(634)	(814)	(296)
Cash and cash equivalents at beginning of year	1,858	2,672	2,968
Cash and cash equivalents at end of year	$ 1,224	$ 1,858	$ 2,672

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Millions		Total	Total DXC Equity	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Treasury Stock		Non- Controlling Interest
Beginning balance (in shares) at Mar. 31, 2021				257,053
Beginning balance at Mar. 31, 2021		$ 5,308	$ 4,973	$ 3	$ 10,761	$ (5,331)	$ (302)	$ (158)	[1]	$ 335
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		736	718			718				18
Other comprehensive income (loss)		(72)	(83)				(83)			11
Share-based compensation expense		80	80		80
Acquisition of treasury stock		(15)	(15)					(15)	[1]
Share repurchase program (in shares)				(18,819)
Share repurchase program		(634)	(634)		(796)	162
Stock option exercises and other common stock transactions (in shares)				2,274
Stock option exercises and other common stock transactions		12	12		12
Non-controlling interest distributions and other		(40)	1			1				(41)
Ending balance (in shares) at Mar. 31, 2022				240,508
Ending balance at Mar. 31, 2022		5,375	5,052	$ 3	10,057	(4,450)	(385)	(173)	[1],[2]	323
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(566)	(568)			(568)				2
Other comprehensive income (loss)		(391)	(389)				(389)			(2)
Share-based compensation expense		98	98		98
Acquisition of treasury stock		(14)	(14)					(14)	[2]
Share repurchase program (in shares)	[3]			(24,437)
Share repurchase program	[3]	(683)	(683)	$ (1)	(1,036)	354
Stock option exercises and other common stock transactions (in shares)				1,987
Stock option exercises and other common stock transactions		1	1		1
Non-controlling interest distributions and other		0	0		1	(1)
Ending balance (in shares) at Mar. 31, 2023				218,058
Ending balance at Mar. 31, 2023		3,820	3,497	$ 2	9,121	(4,665)	(774)	(187)	[2],[4]	323
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		86	91			91				(5)
Other comprehensive income (loss)		35	42				42			(7)
Share-based compensation expense		107	107		107
Acquisition of treasury stock		(32)	(32)					(32)	[4]
Share repurchase program (in shares)	[3]			(38,445)
Share repurchase program	[3]	(892)	(892)		(1,626)	734
Stock option exercises and other common stock transactions (in shares)				3,818
Non-controlling interest distributions and other		(58)	(2)		(3)	1				(56)
Ending balance (in shares) at Mar. 31, 2024				183,431
Ending balance at Mar. 31, 2024		$ 3,066	$ 2,811	$ 2	$ 7,599	$ (3,839)	$ (732)	$ (219)	[4]	$ 255

[1] 2,878,079 treasury shares as of March 31, 2022

[2] 3,333,592 treasury shares as of March 31, 2023

[3] On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (the "IRA") into law. The IRA imposes a 1% excise tax on share repurchases completed after December 31, 2022. We reflect the excise tax within equity as part of the repurchase of the common stock.

[4] 4,591,340 treasury shares as of March 31, 2024

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - shares	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Common stock in treasury, at cost (in shares)	4,591,340	3,333,592	2,878,079

XML

Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Business

DXC Technology Company ("DXC," the "Company," "we," "us," or "our") is a global IT services market leader. We provide mission-critical IT services that transform global businesses. We deliver excellence for our customers and colleagues around the world.

Our approximately 130,000 people in about 65 countries are entrusted by our customers, close to half of today’s Fortune 500 companies. We operate through two segments: Global Business Services ("GBS") and Global Infrastructure Services ("GIS"), to provide solutions that modernize operations and drive innovation across our customers' entire IT estate.

Basis of Presentation

In order to make this report easier to read, DXC refers throughout to (i) the Consolidated Financial Statements as the “financial statements,” (ii) the Consolidated Statements of Operations as the “statements of operations,” (iii) the Consolidated Statements of Comprehensive Income (Loss) as the "statements of comprehensive income," (iv) the Consolidated Balance Sheets as the “balance sheets,” and (v) the Consolidated Statements of Cash Flows as the “statements of cash flows.” In addition, references are made throughout to the numbered Notes to the Consolidated Financial Statements (“Notes”) in this Annual Report on Form 10-K.

The accompanying financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission for annual reports and accounting principles generally accepted in the United States ("GAAP"). The financial statements include the accounts of DXC, its consolidated subsidiaries, and those business entities in which DXC maintains a controlling interest. Investments in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Other investments are accounted for by the cost method. Non-controlling interests are presented as a separate component within equity in the balance sheets. Net earnings attributable to the non-controlling interests are presented separately in the statements of operations, and comprehensive (loss) income attributable to non-controlling interests are presented separately in the statements of comprehensive (loss) income. All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of the financial statements, in accordance with GAAP, requires the Company's management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. The Company bases its estimates on assumptions regarding historical experience, currently available information, and anticipated developments that it believes are reasonable and appropriate. However, because the use of estimates involves an inherent degree of uncertainty, actual results could differ from those estimates. Estimates are used for, but not limited to, contracts accounted for using the percentage-of-completion method, cash flows used in the evaluation of impairment of goodwill and other long-lived assets, reserves for uncertain tax positions, valuation allowances on deferred tax assets, loss accruals for litigation, and obligations related to our pension plans. In the opinion of the Company's management, the accompanying financial statements contain all adjustments necessary, including those of a normal recurring nature, to fairly present the financial statements.

Leases

The Company determines if an arrangement is or contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether DXC obtains substantially all economic benefits from and has the ability to direct the use of the asset. Operating leases are reported as operating right-of-use ("ROU") assets, net, with the associated liabilities included in current operating lease liabilities and non-current operating lease liabilities in DXC's balance sheets. Finance leases are included in property and equipment, net, and the associated liabilities are included in short-term debt and current maturities of long-term debt and long-term debt, net of current maturities in DXC's balance sheets.

Lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Lease liabilities are recognized at commencement based on the present value of fixed or in-substance fixed lease payments over the lease term. Leased assets are recognized at commencement based on the leased liability plus any lease payments made at or before lease commencement and excluding any lease incentives.

As most of the Company's leases do not provide an implicit rate, DXC uses its incremental borrowing rate based on the information available at commencement to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that DXC would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The rate is dependent on several factors, including the lease term, currency of the lease payments and the Company's credit ratings.

The Company's lease terms may include options to extend or terminate the lease. Leased assets and lease liabilities include these options when it is reasonably certain that they will be exercised. The Company's lease arrangements generally do not contain any residual value guarantees or material restrictive covenants.

Operating lease expense, which includes interest, is recognized on a straight-line basis over the lease term with variable payments, primarily related to the operational costs for the Company's leased real estate for offices, recognized as incurred. Assets obtained under finance leases are recorded as fixed assets and depreciated over the shorter of the depreciable life of the asset or the lease term with interest recognized as it is incurred.

The Company combines lease and non-lease components under its lease agreements.

Revenue Recognition

The Company's primary service offerings are information technology outsourcing, other professional services, or a combination thereof. Revenues are recognized when control of the promised goods or services is transferred to DXC's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

DXC determines revenue recognition through the five-step model as follows:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the identified performance obligations

•Recognition of revenue when, or as, the Company satisfies a performance obligation

DXC's IT outsourcing ("ITO") arrangements typically reflect a single performance obligation that comprises a series of distinct services which are substantially the same and provided over a period of time using the same measure of progress. Revenue derived from these arrangements is recognized over time based upon the level of services delivered in the distinct periods in which they are provided based on time increments. When other parties are involved in providing goods or services as part of our customer arrangements, DXC recognizes revenue on a gross basis as a principal when it controls goods or services before they are transferred to the customer. In addition, the Company reports revenue net of any revenue-based taxes assessed by a governmental authority that are imposed on and concurrent with specific revenue-producing transactions, such as sales taxes and value-added taxes.

DXC's contracts often include upfront fees billed for activities to familiarize DXC with the customers' operations, take control over their administration and operation, and adapt them to DXC's solutions. Upfront fees are generally recognized ratably over the contract period, which approximates the manner in which the services are provided. These activities typically do not qualify as performance obligations, and the related revenues are allocated to the relevant performance obligations and recognized ratably over time as the performance obligation is satisfied during the period in which DXC provides the related service, which is typically the life of the contract. Software transactions that include multiple performance obligations are described below.

For contracts with multiple performance obligations, DXC allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price of each distinct good or service in the contract. Other than software sales involving multiple performance obligations, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts its expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service.

DXC's ITO arrangements may also contain embedded leases for equipment used to fulfill services. A contract with a customer includes an embedded lease when DXC grants the customer a right to control the use of an identified asset for a period of time in exchange for consideration. Embedded leases with customers are typically recognized either as sales type leases in which revenue and cost of sales is recognized upon lease commencement; or they may be recognized as operating leases in which revenue is recognized over the usage period. Where a contract contains an embedded lease, the contract’s transaction price is allocated to the contract performance obligations and the lease component based upon the relative standalone selling price.

The transaction price of a contract is determined based on fixed and variable consideration. Variable consideration related to the Company’s ITO offerings often includes volume-based pricing that is allocated to the distinct days of the services to which the variable consideration pertains. However, in certain cases, estimates of variable consideration, including penalties, contingent milestone payments and rebates are necessary. The Company only includes estimates of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the customer and other similar customers, and the facts and circumstances specific to the arrangement.

Contracts with our customers may be modified over the course of the contract term and we may change the scope, price or both of the existing contracts. Contract modifications are reviewed to determine whether they should be accounted for as part of the original contract, the termination of an existing contract and the creation of a new contract, or as a separate contract. Contract modifications are a separate contract when the modification provides additional goods and services that are distinct and the transaction price is at the standalone selling price. If the contract modification is part of the existing contract, a cumulative adjustment to revenue is recorded. If the contract modification represents the termination of the existing contract and the creation of a new contract, the modified transaction price is allocated to the prospective performance obligations and any embedded lease components. If a contract modification modifies an embedded lease component and the modification is not accounted for as a separate contract, the classification of the lease is reassessed.

The Company generally provides its services under time and materials contracts, unit-price contracts, fixed-price contracts, and software contracts for which revenue is recognized in the following manner:

Time and materials contracts. Revenue is recognized over time at agreed-upon billing rates when services are provided.

Unit-price contracts. Revenue is recognized over time based on unit metrics multiplied by the agreed-upon contract unit price or when services are delivered.

Fixed-price contracts. For certain fixed-price contracts, revenue is recognized over time using a method that measures the extent of progress towards completion of a performance obligation, generally using a cost-input method (referred to as the percentage-of-completion cost-to-cost method). Under the percentage-of-completion cost-to-cost method, revenue is recognized based on the proportion of total cost incurred to estimated total costs at completion. A performance obligation's estimate at completion includes all direct costs such as materials and labor. If output or input measures are not available or cannot be reasonably estimated, revenue is deferred until progress can be measured and costs are not deferred unless they meet the criteria for capitalization. Under the percentage-of-completion cost-to-cost method, progress towards completion is measured based on costs incurred as a proportion of estimated total costs. Profit in a given period is reported at the estimated profit margin to be achieved on the overall contract. If estimated total costs at completion exceed estimated revenue for a contract under the percentage-of-completion cost-to-cost method, the loss is recognized in the quarter it first becomes probable and reasonably estimable.

Software contracts. Certain of DXC's arrangements involve the sale of DXC proprietary software, post-contract customer support, and other software-related services. The standalone selling price generally is determined for each performance obligation using an adjusted market assessment approach based on the price charged where each deliverable is sold separately. In certain limited cases (typically for software licenses) when the historical selling price is highly variable, the residual approach is used. This approach allocates revenue to the performance obligation equal to the difference between the total transaction price and the observable standalone selling prices for the other performance obligations. Revenue from distinct software licenses is recognized at a point in time when the customer can first use the software license. If significant customization is required, software revenue is recognized as the related software customization services are performed in accordance with the percentage-of-completion method described above. Revenue for post-contract customer support and other software services is recognized over time as those services are provided.

Practical Expedients

DXC does not adjust the promised amount of consideration for the effects of a significant financing component when the period between when DXC transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (billed receivables, unbilled receivables and contract assets) and deferred revenue and advance contract payments (contract liabilities) on the Company's balance sheets. In arrangements that contain an element of customized software solutions, amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g. monthly) or upon achievement of certain contractual milestones. Generally, billing occurs subsequent to revenue recognition, sometimes resulting in contract assets if the related billing is conditional upon more than just the passage of time. However, the Company sometimes receives advances or deposits from customers, before revenue is recognized, which results in the generation of contract liabilities. Payment terms vary by type of product or service being provided as well as by customer, although the term between invoicing and when payment is due is generally an insignificant period of time.

Costs to Obtain a Contract

Certain sales commissions earned by the Company's sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The majority of sales commissions are paid based on the achievement of quota-based targets. These costs are deferred and amortized on a straight-line basis over an average period of benefit determined to be five years. The Company determined the period of benefit considering the length of its customer contracts, its technology, and other factors. Some commission payments are not capitalized because they are expensed during the fiscal year as the related revenue is recognized. Capitalized sales commissions costs are classified within other assets and amortized in selling, general and administrative expenses.

Costs to Fulfill a Contract

Certain contract setup costs incurred upon initiation or renewal of an outsourcing contract that generate or enhance resources to be used in satisfying future performance obligations are capitalized when they are deemed recoverable. Judgment is applied to assess whether contract setup costs are capitalizable. Costs that generate or enhance resources often pertain to activities that enhance the capabilities of the services, improve customer experience, and establish a more effective and efficient IT environment. The Company recognizes these transition and transformation contract costs as other assets, which are amortized over the respective contract life.

Pension and Other Benefit Plans

The Company accounts for its pension, other post-retirement benefit ("OPEB"), defined contribution and deferred compensation plans using the guidance of ASC 710 "Compensation – General" and ASC 715 "Compensation – Retirement Benefits." The Company recognizes actuarial gains and losses and changes in fair value of plan assets in earnings at the time of plan remeasurement as a component of net periodic benefit expense. Typically plan remeasurement occurs annually during the fourth quarter of each fiscal year. The remaining components of pension and OPEB expense, primarily current period service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

Inherent in the application of the actuarial methods are key assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets, mortality rates, rates of compensation increases, and medical cost trend rates. Company management evaluates these assumptions annually and updates assumptions as necessary. The fair value of assets is determined based on the prevailing market prices or estimated fair value of investments when quoted prices are not available.

Software Development Costs

After establishing technological feasibility, and until such time as the software products are available for general release to customers, the Company capitalizes costs incurred to develop commercial software products to be sold, leased or otherwise marketed. Costs incurred to establish technological feasibility are charged to expense as incurred. Enhancements to software products are capitalized where such enhancements extend the life or significantly expand the marketability of the products. Amortization of capitalized software development costs is determined separately for each software product. Annual amortization expense is calculated based on the greater of the ratio of current gross revenues for each product to the total of current and anticipated future gross revenues for the product or the straight-line amortization method over the estimated useful life of the product.

Unamortized capitalized software costs associated with commercial software products are periodically evaluated for impairment on a product-by-product basis by comparing the unamortized balance to the product’s net realizable value. The net realizable value is the estimated future gross revenues from that product reduced by the related estimated future costs. When the unamortized balance exceeds the net realizable value, the unamortized balance is written down to the net realizable value and an impairment charge is recorded.

The Company capitalizes costs incurred to develop internal-use computer software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred in connection with development of upgrades or enhancements that result in additional functionality are also capitalized. Capitalized costs associated with internal-use software are amortized on a straight-line basis over the estimated useful life of the software. Purchased software is capitalized and amortized over the estimated useful life of the software. Internal-use software assets are evaluated for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Share-Based Compensation

Share-based awards are accounted for under the fair value method. The Company provides different forms of share-based compensation to its employees and non-employee directors. This generally includes restricted stock units ("RSUs"), including performance-based restricted stock units ("PSUs"). The fair value of the awards is determined on the grant date, based on the Company's closing stock price. For awards settled in shares, the Company recognizes compensation expense based on the grant-date fair value net of estimated forfeitures over the vesting period. For awards settled in cash, the Company recognizes compensation expense based on the fair value at each reporting date net of estimated forfeitures.

The Company uses a Monte Carlo simulation model to compute the estimated fair value of PSUs with a market condition. This model includes assumptions regarding term, risk-free interest rates, expected volatility and dividend yields, which are evaluated each time the Company issues an award. The risk-free rate equals the yield, as of the Valuation Date on semi-annual zero-coupon U.S. Treasury rates. The dividend yield assumption is based on the respective fiscal year dividend payouts. Expected volatility is based on a historical approach and the Company considers the performance period of the award.

Goodwill Impairment Analysis

The Company tests goodwill for impairment on an annual basis as of the first day of the second fiscal quarter and between annual tests if circumstances change, or if an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has defined its reporting units as its reportable segments. A significant amount of judgment is involved in determining whether an event indicating impairment has occurred between annual testing dates. Such indicators include: a significant decline in the Company's stock price, a significant decline in

expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, the disposal of a significant component of a reporting unit and the testing for recoverability of a significant asset group within a reporting unit.

The Company initially assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment considers all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance, and relevant entity-specific events.

If the Company determines that it is not more likely than not that the carrying amount for a reporting unit is less than its fair value, then subsequent quantitative goodwill impairment testing is not required. If the Company determines that it is more likely than not that the carrying amount for a reporting unit is greater than its fair value, then it proceeds with a subsequent quantitative goodwill impairment test.

The Company has the option to bypass the initial qualitative assessment stage and proceed directly to the quantitative goodwill impairment test. The quantitative goodwill impairment test compares each reporting unit’s fair value to its carrying value. If the reporting unit’s fair value exceeds its carrying value, no further procedures are required. However, if a reporting unit’s fair value is less than its carrying value, then an impairment charge is recorded in the amount of the excess.

When the Company performs the quantitative goodwill impairment test for a reporting unit, it estimates the fair value of the reporting unit using a combination of an income approach and a market approach. The income approach utilizes a discounted cash flow analysis in which the estimated future cash flows and terminal values for each reporting unit are discounted to present value using a discount rate. Cash flow projections are based on management's estimates of economic and market conditions, which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate is based on the weighted-average cost of capital and may be adjusted for the relevant risks associated with business-specific characteristics and any uncertainty related to a reporting unit’s ability to execute on the projected future cash flows. The market approach estimates fair value by applying performance-metric multiples to the reporting unit's prior and expected operating performance. The multiples are derived from comparable publicly traded companies that have operating and investment characteristics similar to those of the reporting unit. If the fair value of the reporting unit derived using one approach is significantly different from the fair value estimate using the other approach, the Company reevaluates its assumptions used in the two models. Assumptions are modified as considered appropriate under the circumstances until the two models yield similar and reasonable results. The fair values determined by the market approach and income approach, as described above, are weighted to determine the fair value for each reporting unit.

When the Company performs a quantitative goodwill impairment test for its reporting units, it also compares the sum of the reporting units’ fair values to the Company's market capitalization (per-share stock price multiplied by the number of shares outstanding) and calculates an implied control premium representing the excess of the sum of the reporting units’ fair values over the market capitalization. The Company evaluates the reasonableness of the control premium by comparing it to control premiums derived from recent comparable business combinations. If the implied control premium is not supported by market data, the Company adjusts its fair value estimates of the reporting units to a market capitalization supported by relevant market data.

Fair Value

The Company applies fair value accounting for its financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The objective of a fair value measurement is to estimate the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

Assets and liabilities subject to fair value measurement disclosures are required to be classified according to a three-level fair value hierarchy with respect to the inputs used to determine fair value. The level in which an asset or liability is disclosed within the fair value hierarchy is based on the lowest level input that is significant to the related fair value measurement in its entirety. The levels of input are defined as follows:

Level 1:	Quoted prices unadjusted for identical assets or liabilities in an active market.
Level 2:	Quoted prices for similar assets or liabilities in an active market, quoted prices for identical similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3:	Unobservable inputs that reflect the entity's own assumptions which market participants would use in pricing the asset or liability.

The fair value of money market funds, money market deposit accounts, U.S. Treasury bills with less than three months maturity and time deposits, included in cash and cash equivalents, are based on quoted market prices. The fair value of other equity securities, included in other long-term assets, is based on actual market prices. The fair value of contingent consideration, included in other liabilities, is based on contractually defined targets of financial performance in connection with earn outs and other considerations.

The carrying amounts of the Company’s financial instruments with short-term maturities, primarily accounts receivable, accounts payable, short-term debt, and financial liabilities included in other accrued liabilities approximate their market values due to their short-term nature.

Non-financial assets such as goodwill, tangible assets, intangible assets, and other contract related long-lived assets are recorded at fair value in the period they are initially recognized; and such fair value may be adjusted in subsequent periods if an event occurs or circumstances change that indicate that the asset may be impaired. The fair value measurements in such instances would be classified as Level 3 within the fair value hierarchy. There were no significant impairments recorded during the fiscal periods covered by this report.

Receivables

The Company records receivables at their face amounts less an allowance for doubtful accounts. Receivables consist of amounts billed and currently due from customers, amounts earned but unbilled (including contracts measured under the percentage-of-completion cost-to-cost method of accounting), amounts retained by the customer until the completion of a specified contract and claims. Unbilled recoverable amounts under contracts in progress generally become billable upon the passage of time, the achievement of project milestones, or upon acceptance by the customer.

Allowances for uncollectible trade receivables are estimated based on a combination of write-off history, aging analysis, any known collectability issues, and certain forward-looking information.

DXC uses receivables securitization facilities or receivables sales facilities in the normal course of business as part of managing its cash flows. The Company accounts for receivables sold under these facilities as a sale of financial assets pursuant to ASC 860 “Transfers and Servicing” and derecognizes these receivables, as well as the related allowances, from its balance sheets. Generally, the fair value of the sold receivables approximates the book value due to the short-term nature and, as a result, no gain or loss on sale of receivables is recorded.

Property and Equipment

Property and equipment, which include assets under capital leases, are stated at cost less accumulated depreciation. Depreciation is computed predominantly on a straight-line basis over the estimated useful lives of the assets or the remaining lease term. The estimated useful lives of DXC's property and equipment are as follows:

Buildings	Up to 40 years
Computers and related equipment	4 to 7 years
Furniture and other equipment	3 to 15 years
Leasehold improvements	Shorter of lease term or useful life up to 20 years

Intangible Assets

The Company's estimated useful lives for finite-lived intangibles are shown in the table below:

Software	2 to 10 years
Customer related intangibles	Expected customer service life
Acquired contract related intangibles	Contract life and first contract renewal, where applicable

Software is amortized using predominately the straight-line method (see Software Development Costs above). Acquired contract related and customer related intangible assets are amortized in proportion to the estimated undiscounted cash flows projected over the estimated life of the asset or on a straight-line basis if such cash flows cannot be reliably estimated.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

Long-lived assets such as property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount of such assets to the estimated future net cash flows. If estimated future net cash flows are less than the carrying amount of such assets, an expense is recorded in the amount required to reduce the carrying amount of such assets to fair value. Fair value is determined based on a discounted cash flow approach or, when available and appropriate, comparable market values. Long-lived assets to be disposed of are reported at the lower of their carrying amount or their fair value less costs to sell.

Assets/Liabilities Held for Sale

The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or

circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period that it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Income Taxes

The Company uses the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the results of operations in the period that includes the related enactment date.

A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision during the period in which the change occurred. In determining whether a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent results of financial operations. The Company recognizes the tax benefit of uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination. Uncertain tax positions are measured based on the probabilities that the uncertain tax position will be realized upon final settlement.

All tax-related cash flows resulting from excess tax benefits related to the settlement of share-based awards are classified as cash flows from operating activities and cash paid by directly withholding shares for tax withholding purposes is classified as a financing activity in the statements of cash flows.

Cash and Cash Equivalents

The Company considers investments with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of time deposits, money market funds and money market deposit accounts with a number of institutions that have high credit ratings.

Foreign Currency

The local currency of the Company's foreign affiliates is generally their functional currency. Accordingly, the assets and liabilities of the foreign affiliates are translated from their respective functional currency to U.S. dollars using fiscal year-end exchange rates, income and expense accounts are translated at the average rates in effect during the fiscal year and equity accounts are translated at historical rates. The resulting translation adjustment is reported in the statements of comprehensive income and recorded as part of accumulated other comprehensive loss.

Derivative Instruments

The Company designates certain derivative instruments as hedges for purposes of hedge accounting, as defined under ASC 815 “Derivatives and Hedging.” For such derivative instruments, the Company documents its risk management objectives and strategy for undertaking hedging transactions, as well as all relationships between hedging and hedged risks. The Company's derivative instruments designated for hedge accounting include interest rate swaps and foreign currency forward and option contracts. Changes in the fair value measurements of these derivative instruments are reflected as adjustments to other comprehensive income (loss) and subsequently reclassified into earnings in the period during which the hedged transactions occurred. Any ineffectiveness or excluded portion of a designated hedge is recognized in earnings.

The Company also has entered into certain net investment hedges. Changes in the fair value of net investment hedges are recorded in the currency translation adjustment section of other comprehensive income (loss) and subsequently reclassified into earnings in the period the hedged item affects earnings. The Company excludes forward points from the effectiveness assessment of its net investment hedges. Changes in fair value of the excluded component are recognized in earnings.

The derivative instruments not designated as hedges for purposes of hedge accounting include total return swaps and certain short-term foreign currency forward contracts. These instruments are recorded at their respective fair values and the change in their value is reported in current period earnings. The Company does not use derivative instruments for trading or speculative purpose. The Company reports the effective portion of its cash flow hedges in the same financial statement line item as changes in the fair value of the hedged item. All cash flows associated with the Company's derivative instruments are classified as operating activities in the statements of cash flows.

New Accounting Pronouncements

During fiscal 2024, the following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board but have not yet been adopted by DXC:

Date Issued and ASU	DXC Effective Date	Description	Impact
November 2023 ASU 2023-07, “Improvements to Reportable Segment Disclosures”	Fiscal 2025	This update requires disclosure of significant segment expenses used by the Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources, disclose the title and position of the CODM and modifies other segment disclosures and the frequency thereof. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact the Company’s segment disclosures, but not its consolidated financial statements.
December 2023 ASU 2023-09, “Improvements to Income Tax Disclosures”	Fiscal 2026	The update requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact our income tax disclosures, but not its consolidated financial statements.

Other recently issued ASUs that have not yet been adopted are not expected to have a material effect on DXC's consolidated financial statements.

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Divestitures

12 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

Divestitures

Fiscal 2024 Divestitures

During fiscal 2024, the Company sold insignificant businesses and made adjustments to estimated amounts from prior years’ dispositions that resulted in a gain of $79 million.

Fiscal 2023 Divestitures

During fiscal 2023, DXC completed the sale of its German financial services subsidiary ("FDB" or the "FDB Business") to the FNZ Group ("FNZ") for €308 million (approximately $329 million), resulting in a pre-tax gain of approximately $215 million. Included in the FDB sale was AXA Bank Germany, a German retail bank, that DXC acquired for total consideration of $101 million on January 1, 2021.

During fiscal 2023, the Company sold insignificant businesses that resulted in a net loss of $25 million. Included in this amount was the Company's primary Russian entity that the Company sold in the second quarter of fiscal 2023, in response to the ongoing sanctions against certain industry sectors and parties in Russia due to Russia's invasion of Ukraine.

Fiscal 2022 Divestitures

HPS Sale

During fiscal 2022, DXC completed the sale of its healthcare provider software business (“HPS” or the “HPS Business”) to Dedalus Holding S.p.A. (“Dedalus”) for €468 million (approximately $551 million), resulting in a pre-tax gain on sale of $331 million, net of closing costs.

During fiscal 2022, the Company sold some insignificant businesses that resulted in a gain of $53 million. This was partially offset by $13 million in sales price adjustments related to prior year dispositions, which resulted from changes in estimated net working capital.

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Earnings (Loss) Per Share

12 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic EPS are computed using the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflect the incremental shares issuable upon the assumed exercise of stock options and equity awards. The following table reflects the calculation of basic and diluted EPS:

	Fiscal Years Ended
(in millions, except per-share amounts)	March 31, 2024		March 31, 2023		March 31, 2022
Net income (loss) attributable to DXC common shareholders:	$	91	$	(568)	$	718
Common share information:
Weighted average common shares outstanding for basic EPS	195.80		228.99		250.02
Dilutive effect of stock options and equity awards	2.98		—		5.19
Weighted average common shares outstanding for diluted EPS	198.78		228.99		255.21
Earnings (loss) per share:
Basic	$	0.46	$	(2.48)	$	2.87
Diluted	$	0.46	$	(2.48)	$	2.81

Certain share-based equity awards were excluded from the computation of dilutive EPS because inclusion of these awards would have had an anti-dilutive effect. The following table reflects awards excluded:

	Fiscal Years Ended
	March 31, 2024	March 31, 2023	March 31, 2022
Stock Options	953,126	523,969	510,933
RSUs	1,137,403	3,242,461	6,500
PSUs	37,504	3,380,812	37,821

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Receivables

12 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Receivables

Receivables

Receivables, net of allowance for doubtful accounts consist of the following:

	As of
(in millions)	March 31, 2024		March 31, 2023
Billed trade receivables	$	1,433	$	1,530
Unbilled receivables	1,124		1,105
Other receivables	696		806
Total	$	3,253	$	3,441

The Company calculates expected credit losses for trade accounts receivable based on historical credit loss rates for each aging category as adjusted for the current market conditions and forecasts about future economic conditions. The following table presents the change in balance for the allowance for doubtful accounts:

	As of and for Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Beginning balance	$	47	$	55
Provisions for losses on accounts receivable	—		(1)
Other adjustments to allowance and write-offs	(12)		(7)
Ending balance	$	35	$	47

Receivables Facility

The Company has an accounts receivable sales facility (as amended, restated, supplemented or otherwise modified as of March 31, 2024, the "Receivables Facility") with certain unaffiliated financial institutions (the "Purchasers") for the sale of commercial accounts receivable in the United States. The Receivables Facility has a facility limit of $400 million as of March 31, 2024. The Receivables Facility was amended on July 28, 2023, extending the termination date to July 26, 2024.

As of March 31, 2024, the total availability under the Receivables Facility was $400 million and the amount sold to the Purchasers was $400 million, which was derecognized from the Company's balance sheet. The fair value of the sold receivables approximated their book value due to their short-term nature, resulting in no gain or loss recorded on the sale of receivables.

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Leases

12 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

Leases

The Company has operating and finance leases for data centers, corporate offices and certain equipment. Our leases have remaining lease terms of one to 10 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within one to three years.

Operating Leases

The components of operating lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Operating lease cost	$	353	$	404	$	484
Short-term lease cost	28		35		40
Variable lease cost	61		73		73
Sublease income	(19)		(18)		(32)
Total operating costs	$	423	$	494	$	565

Cash payments made for variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and as such, are excluded from the supplemental cash flow information stated below.

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	353	$	404	$	484
ROU assets obtained in exchange for operating lease liabilities(1)	$	175	$	227	$	279

(1) There were $880 million, $1,142 million, and $1,085 million in modifications and terminations in fiscal 2024, 2023, and 2022, respectively. See Note 17 – "Cash Flows” for further information on non-cash activities affecting cash flows.

The following table presents operating lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU operating lease assets	Operating right-of-use assets, net	$	731	$	909
Operating lease liabilities	Current operating lease liabilities	$	282	$	317
Operating lease liabilities	Non-current operating lease liabilities	497		648
Total operating lease liabilities		$	779	$	965

The weighted-average operating lease term was 3.9 years as of both March 31, 2024 and March 31, 2023. The weighted-average operating lease discount rate was 4.6% and 3.9% as of March 31, 2024 and March 31, 2023, respectively.

The following maturity analysis presents expected undiscounted cash payments for operating leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	305	$	208	$	127	$	102	$	62	$	51	$	855
Less: imputed interest													(76)
Total operating lease liabilities													$	779

Finance Leases

The components of finance lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Finance lease cost:
Amortization of right-of-use assets	$	137	$	218	$	346
Interest on lease liabilities	15		17		27
Total finance lease cost	$	152	$	235	$	373

The following table provides supplemental cash flow information related to the Company’s finance leases:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Interest paid for finance lease liabilities – Operating cash flows	$	15	$	17	$	27
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	240		315		501
Total cash paid in the measurement of finance lease obligations	$	255	$	332	$	528
Capital expenditures through finance lease obligations(1)	$	105	$	102	$	233

(1) See Note 17 – ”Cash Flows” for further information on non-cash activities affecting cash flows.

The following table presents finance lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU finance lease assets	Property and Equipment, net	$	264	$	424
Finance lease	Short-term debt and current maturities of long-term debt	$	178	$	215
Finance lease	Long-term debt, net of current maturities	242		287
Total finance lease liabilities(1)		$	420	$	502

(1) See Note 10 – “Debt” for further information on finance lease liabilities.

The weighted-average finance lease term was 2.9 years as of both March 31, 2024 and March 31, 2023. The weighted-average finance lease discount rate was 4.3% and 3.4% as of March 31, 2024 and March 31, 2023, respectively.

The following maturity analysis presents expected undiscounted cash payments for finance leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	187	$	128	$	81	$	38	$	12	$	—	$	446
Less: imputed interest													(26)
Total finance lease liabilities													$	420

Leases

Leases

The Company has operating and finance leases for data centers, corporate offices and certain equipment. Our leases have remaining lease terms of one to 10 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within one to three years.

Operating Leases

The components of operating lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Operating lease cost	$	353	$	404	$	484
Short-term lease cost	28		35		40
Variable lease cost	61		73		73
Sublease income	(19)		(18)		(32)
Total operating costs	$	423	$	494	$	565

Cash payments made for variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and as such, are excluded from the supplemental cash flow information stated below.

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	353	$	404	$	484
ROU assets obtained in exchange for operating lease liabilities(1)	$	175	$	227	$	279

(1) There were $880 million, $1,142 million, and $1,085 million in modifications and terminations in fiscal 2024, 2023, and 2022, respectively. See Note 17 – "Cash Flows” for further information on non-cash activities affecting cash flows.

The following table presents operating lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU operating lease assets	Operating right-of-use assets, net	$	731	$	909
Operating lease liabilities	Current operating lease liabilities	$	282	$	317
Operating lease liabilities	Non-current operating lease liabilities	497		648
Total operating lease liabilities		$	779	$	965

The weighted-average operating lease term was 3.9 years as of both March 31, 2024 and March 31, 2023. The weighted-average operating lease discount rate was 4.6% and 3.9% as of March 31, 2024 and March 31, 2023, respectively.

The following maturity analysis presents expected undiscounted cash payments for operating leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	305	$	208	$	127	$	102	$	62	$	51	$	855
Less: imputed interest													(76)
Total operating lease liabilities													$	779

Finance Leases

The components of finance lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Finance lease cost:
Amortization of right-of-use assets	$	137	$	218	$	346
Interest on lease liabilities	15		17		27
Total finance lease cost	$	152	$	235	$	373

The following table provides supplemental cash flow information related to the Company’s finance leases:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Interest paid for finance lease liabilities – Operating cash flows	$	15	$	17	$	27
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	240		315		501
Total cash paid in the measurement of finance lease obligations	$	255	$	332	$	528
Capital expenditures through finance lease obligations(1)	$	105	$	102	$	233

(1) See Note 17 – ”Cash Flows” for further information on non-cash activities affecting cash flows.

The following table presents finance lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU finance lease assets	Property and Equipment, net	$	264	$	424
Finance lease	Short-term debt and current maturities of long-term debt	$	178	$	215
Finance lease	Long-term debt, net of current maturities	242		287
Total finance lease liabilities(1)		$	420	$	502

(1) See Note 10 – “Debt” for further information on finance lease liabilities.

The weighted-average finance lease term was 2.9 years as of both March 31, 2024 and March 31, 2023. The weighted-average finance lease discount rate was 4.3% and 3.4% as of March 31, 2024 and March 31, 2023, respectively.

The following maturity analysis presents expected undiscounted cash payments for finance leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	187	$	128	$	81	$	38	$	12	$	—	$	446
Less: imputed interest													(26)
Total finance lease liabilities													$	420

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Derivative Instruments

12 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

In the normal course of business, the Company is exposed to interest rate and foreign exchange rate fluctuations. As part of its risk management strategy, the Company uses derivative instruments, primarily foreign currency forward contracts and interest rate swaps, to hedge certain foreign currency and interest rate exposures. The Company’s objective is to reduce earnings volatility by offsetting gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them. The Company does not use derivative instruments for trading or any speculative purpose.

Derivatives Designated for Hedge Accounting

Cash flow hedges

The Company has designated certain foreign currency forward contracts as cash flow hedges to reduce foreign currency risk related to certain Euro, Indian Rupee-denominated obligations and forecasted transactions. The notional amounts of foreign currency forward contracts designated as cash flow hedges as of March 31, 2024 and March 31, 2023 were $885 million and $842 million, respectively. As of March 31, 2024, the related forecasted transactions extend through May 2026.

For the fiscal years ended March 31, 2024 and March 31, 2023, respectively, the Company had no cash flow hedges for which it was probable that the hedged transaction would not occur.

See Note 15 - “Stockholders' Equity” for changes in accumulated other comprehensive loss, net of taxes, related to the Company’s derivatives designated for hedge accounting. As of March 31, 2024, $2 million of gain related to the cash flow hedge reported in accumulated other comprehensive loss is expected to be reclassified into earnings within the next 12 months.

Derivatives Not Designated For Hedge Accounting

The derivative instruments not designated as hedges for purposes of hedge accounting include certain short-term foreign currency forward contracts. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates.

Foreign currency forward contracts

The Company manages the exposure to fluctuations in foreign currencies by using foreign currency forward contracts to hedge certain foreign currency denominated assets and liabilities, including intercompany accounts and forecasted transactions. The notional amount of the foreign currency forward contracts outstanding as of March 31, 2024 and March 31, 2023 was $1.5 billion and $2.5 billion, respectively.

The following table presents the foreign currency (gain) loss to Other expense (income), net:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Foreign currency remeasurement (1)	$	18	$	12	$	(39)
Undesignated foreign currency forward contracts (2)	(25)		(27)		52
Total - Foreign currency (gain) loss	$	(7)	$	(15)	$	13

(1) Movements from exchange rates on the Company’s foreign currency-denominated assets and liabilities.

(2) Movements from hedges used to manage the Company’s foreign currency remeasurement exposure, and the associated costs of the hedging program.

Fair Value of Derivative Instruments

All derivative instruments are recorded at fair value. The Company’s accounting treatment for these derivative instruments is based on its hedge designation. The following tables present the fair values of derivative instruments included in the balance sheets:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
Derivatives designated for hedge accounting:
Foreign currency forward contracts	Other current assets	$	6	$	6
	Accrued expenses and other current liabilities	$	3	$	13
Derivatives not designated for hedge accounting:
Foreign currency forward contracts	Other current assets	$	16	$	15
	Accrued expenses and other current liabilities	$	12	$	16

The fair value of foreign currency forward contracts represents the estimated amount required to settle the contracts using current market exchange rates and is based on the period-end foreign currency exchange rates and forward points that are classified as Level 2 inputs.

Other Risks for Derivative Instruments

The Company is exposed to the risk of losses in the event of non-performance by the counterparties to its derivative contracts. The amount subject to credit risk related to derivative instruments is generally limited to the amount, if any, by which a counterparty's obligations exceed the obligations of the Company with that counterparty. To mitigate counterparty credit risk, the Company regularly reviews its credit exposure and the creditworthiness of the counterparties. With respect to its foreign currency derivatives, as of March 31, 2024, there were eight counterparties with concentration of credit risk, and based on gross fair value, the maximum amount of loss that the Company could incur is $9 million.

The Company also enters into enforceable master netting arrangements with some of its counterparties. However, for financial reporting purposes, it is the Company's policy not to offset derivative assets and liabilities despite the existence of enforceable master netting arrangements. The potential effect of such netting arrangements on the Company's balance sheets is not material for the periods presented.

Non-Derivative Financial Instruments Designated for Hedge Accounting

The Company applies hedge accounting for foreign currency-denominated debt used to manage foreign currency exposures on its net investments in certain non-U.S. operations. To qualify for hedge accounting, the hedging instrument must be highly effective at reducing the risk from the exposure being hedged.

Net Investment Hedges

DXC seeks to reduce the impact of fluctuations in foreign exchange rates on its net investments in certain non-U.S. operations with foreign currency-denominated debt. For foreign currency denominated debt designated as a hedge, the effectiveness of the hedge is assessed based on changes in spot rates. For qualifying net investment hedges, all gains or losses on the hedging instruments are included in currency translation. Gains or losses on individual net investments in non-U.S. operations are reclassified to earnings from accumulated other comprehensive loss when such net investments are sold or substantially liquidated.

As of March 31, 2024, DXC had $702 million of foreign currency-denominated debt designated as hedges of net investments in non-U.S. subsidiaries. For the fiscal year ended March 31, 2024, the pre-tax impact of gain on foreign currency-denominated debt designated for hedge accounting recognized in other comprehensive income (loss) was $5 million. As of March 31, 2023, DXC had $272 million of foreign currency-denominated debt designated as hedges of net investments in non-U.S. subsidiaries.

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Property and Equipment

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consisted of the following:

	As of
(in millions)	March 31, 2024		March 31, 2023
Property and equipment — gross:
Land, buildings and leasehold improvements	$	1,917	$	1,949
Computers and related equipment	3,142		3,945
Furniture and other equipment	118		185
Construction in progress	9		11
	5,186		6,090
Less: accumulated depreciation	3,515		4,111
Property and equipment, net	$	1,671	$	1,979

Depreciation expense for fiscal 2024, 2023 and 2022 was $433 million, $519 million and $625 million, respectively.

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Intangible Assets

12 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

Intangible assets consisted of the following:

	As of March 31, 2024						As of March 31, 2023
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	3,721	$	3,070	$	651	$	4,009	$	3,290	$	719
Customer related intangible assets	3,892		2,588		1,304		3,927		2,260		1,667
Other intangible assets	309		134		175		303		120		183
Total intangible assets	$	7,922	$	5,792	$	2,130	$	8,239	$	5,670	$	2,569

The components of amortization expense were as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Intangible asset amortization	$	759	$	796	$	865
Transition and transformation contract cost amortization(1)	212		204		227
Total amortization expense	$	971	$	1,000	$	1,092

        

(1)Transition and transformation contract costs are included within other assets on the balance sheet.

Estimated future amortization as of March 31, 2024 is as follows:

Fiscal Year	(in millions)
2025	$	695
2026	608
2027	417
2028	182
2029	91
Thereafter	137
Total	$	2,130

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Goodwill

12 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

The following tables summarize the changes in the carrying amounts of goodwill, by segment, for the fiscal years ended March 31, 2024 and March 31, 2023, respectively:

(in millions)	GBS		GIS		Total
Balance as of March 31, 2023, net	$	539	$	—	$	539
Divestitures	(3)		—		(3)
Foreign currency translation	(4)		—		(4)
Balance as of March 31, 2024, net	$	532	$	—	$	532
Goodwill, gross	5,022		5,066		10,088
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of March 31, 2024, net	$	532	$	—	$	532

(in millions)	GBS		GIS		Total
Balance as of March 31, 2022, net	$	617	$	—	$	617
Divestitures	(60)		—		(60)
Foreign currency translation	(18)		—		(18)
Balance as of March 31, 2023, net	$	539	$	—	$	539
Goodwill, gross	5,029		5,066		10,095
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of March 31, 2023, net	$	539	$	—	$	539

Divestitures are described in Note 2 - "Divestitures." The foreign currency translation amount reflects the impact of currency movements on non-U.S. dollar-denominated goodwill balances.

Goodwill Impairment Analyses

The Company’s annual goodwill impairment analyses, which were performed qualitatively in the second quarter of fiscal years 2024, 2023, and 2022, did not result in an impairment charge. At the end of each fiscal year, the Company assessed whether there were events or changes in circumstances that would more likely than not reduce the fair value of any of its reporting units below its carrying amount and require goodwill to be tested for impairment. The Company determined that there have been no such indicators, and, therefore, it was unnecessary to perform an interim goodwill impairment test as of the end of each respective fiscal year.

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Debt

12 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

The following is a summary of the Company's debt:

			As of
(in millions)	Interest Rates	Fiscal Year Maturities	March 31, 2024(1)		March 31, 2023(1)
Short-term debt and current maturities of long-term debt
Commercial paper(2)	0.00%	2024	$	—	$	109
Current maturities of long-term debt	Various	2025	93		176
Current maturities of finance lease liabilities	0.01% - 14.59%	2025	178		215
Short-term debt and current maturities of long-term debt			$	271	$	500
Long-term debt, net of current maturities
€650 million Senior notes	1.75%	2026	700		704
$700 million Senior notes	1.80%	2027	697		696
€750 million Senior notes	0.45%	2028	806		810
$650 million Senior notes	2.375%	2029	646		645
€600 million Senior notes	0.95%	2032	643		646
Finance lease liabilities	0.01% - 14.59%	2025 - 2029	420		502
Borrowings for assets acquired under long-term financing	0.00% - 9.78%	2025 - 2029	177		285
Other borrowings	Various	2024	—		3
Long-term debt			4,089		4,291
Less: current maturities			271		391
Long-term debt, net of current maturities			$	3,818	$	3,900

        

(1)The carrying amounts of the senior notes as of March 31, 2024 and March 31, 2023, include the remaining principal outstanding of $3,509 million and $3,523 million, respectively, net of total unamortized debt (discounts) and premiums, and deferred debt issuance costs of $17 million and $22 million, respectively.

(2) At DXC's option, DXC can borrow up to a maximum of €1 billion or its equivalent in £ and $.

Fair Value of Debt

The estimated fair value of the Company's long-term debt excluding finance lease liabilities was $3.3 billion and $3.3 billion as of March 31, 2024 and March 31, 2023, respectively, as compared with the carrying value of $3.7 billion and $3.8 billion as of March 31, 2024 and March 31, 2023, respectively. If measured at fair value, long-term debt excluding finance lease liabilities would be classified as Level 1 or Level 2 within the fair value hierarchy.

Future Maturities of Long-term Debt

Expected maturities of long-term debt, including borrowings for asset financing but excluding minimum capital lease payments, for fiscal years subsequent to March 31, 2024, are as follows:

Fiscal Year	(in millions)
2025	$	93
2026	749
2027	720
2028	812
2029	649
Thereafter	646
Total	$	3,669

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Revenue

12 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Revenue Recognition

The following table presents DXC's revenues disaggregated by geography, based on the location of incorporation of the DXC entity providing the related goods or services:

	Twelve Months Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
United States	$	3,909	$	4,320	$	4,775
United Kingdom	1,881		1,883		2,295
Other Europe	4,267		4,429		5,117
Australia	1,261		1,449		1,549
Other International	2,349		2,349		2,529
Total Revenues	$	13,667	$	14,430	$	16,265

The revenue by geography pertains to both of the Company’s reportable segments. Refer to Note 19 - "Segment and Geographic Information" for the Company’s segment disclosures.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustments for revenue that has not materialized and adjustments for currency. As of March 31, 2024, approximately $17.7 billion of revenue is expected to be recognized from remaining performance obligations. The Company expects to recognize revenue on approximately 41% of these remaining performance obligations in fiscal 2025, with the remainder of the balance recognized thereafter.

Contract Balances

The following table provides information about the balances of the Company's trade receivables and contract assets and contract liabilities:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
Trade receivables, net	Receivables and contract assets, net of allowance for doubtful accounts	$	2,195	$	2,269
Contract assets	Receivables and contract assets, net of allowance for doubtful accounts	$	362	$	366
Contract liabilities	Deferred revenue and advance contract payments and Non-current deferred revenue	$	1,537	$	1,842

Change in contract liabilities were as follows:

(in millions)	Twelve Months Ended March 31, 2024		Twelve Months Ended March 31, 2023
Balance, beginning of period	$	1,842	$	1,915
Deferred revenue	1,845		2,351
Recognition of deferred revenue	(2,081)		(2,303)
Currency translation adjustment	(3)		(70)
Other	(66)		(51)
Balance, end of period	$	1,537	$	1,842

The following tables provides information about the Company’s capitalized costs to obtain and fulfill a contract:

	As of
(in millions)	March 31, 2024		March 31, 2023
Capitalized sales commission costs(1)	$	89	$	125
Transition and transformation contract costs, net(2)	$	751	$	778

Amortization expense of capitalized sales commission and transition and transformation contract costs were as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Capitalized sales commission costs amortization(1)	$	61	$	76	$	85
Transition and transformation contract cost amortization(2)	$	212	$	204	$	227

(1)Capitalized sales commission costs are included within other assets in the accompanying balance sheets and amortization expense related to the capitalized sales commission assets are included in selling, general, and administrative expenses in the accompanying statements of operations.

(2)Transition and transformation contract costs, net reflect the Company’s setup costs incurred upon initiation of an outsourcing contract and are included within other assets in the accompanying balance sheets and amortization expense are included within depreciation and amortization in the accompanying statements of operations.

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Restructuring Costs

12 Months Ended

Mar. 31, 2024

Restructuring Costs [Abstract]

Restructuring Costs

Restructuring Costs

The Company recorded restructuring costs, net of reversals, of $111 million, $216 million and $318 million for fiscal 2024, 2023 and 2022, respectively. The costs recorded during fiscal 2024 were largely the result of implementing the Fiscal 2024 Plan as described below.

The composition of restructuring liabilities by financial statement line items is as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Accrued expenses and other current liabilities	$	40	$	105
Other long-term liabilities	11		22
Total	$	51	$	127

Summary of Restructuring Plans

Fiscal 2024 Plan

During fiscal 2024, management approved global cost savings initiatives designed to better align the Company’s workforce, facilities and data centers (the “Fiscal 2024 Plan”).

Restructuring activities, summarized by plan year, were as follows:

	Restructuring Liability as of March 31, 2023		Costs Expensed, Net of Reversals		Costs Not Affecting Restructuring Liability(1)		Cash Paid		Other(2)		Restructuring Liability as of March 31, 2024
Fiscal 2024 Plan
Workforce Reductions	$	—	$	24	$	—	$	(16)	$	—	$	8
Facilities Costs	—		53		(40)		(8)		(3)		2
	—		$	77	(40)		(24)		(3)		10
Fiscal 2023 Plan
Workforce Reductions	$	79	$	—	$	—	$	(62)	$	—	$	17
Facilities Costs	1		24		(13)		(12)		—		—
	80		24		(13)		(74)		—		17
Other Prior Year and Acquired Plans
Workforce Reductions	$	45	$	(1)	$	—	$	(21)	$	—	$	23
Facilities Costs	2		11		(1)		(11)		—		1
	47		10		(1)		(32)		—		24
Total	$	127	$	111	$	(54)	$	(130)	$	(3)	$	51

(1) Pension benefit augmentations recorded as pension liabilities, asset impairments and restructuring costs associated with right-of-use assets.

(2) Foreign currency translation adjustments.

Included in restructuring costs for fiscal 2024 is $22 million related to amortization of the right-of-use asset and interest expense for leased facilities that have been vacated but are being actively marketed for sublease or we are in negotiations with the landlord to potentially terminate or modify those leases.

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Pension and Other Benefit Plans

12 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Pension and Other Benefit Plans

Pension and Other Benefit Plans

The Company offers a number of pension and OPEB plans, life insurance benefits, deferred compensation and defined contribution plans. Most of the Company's pension plans are not admitting new participants; therefore, changes to pension liabilities are primarily due to market fluctuations of investments for existing participants and changes in interest rates.

Defined Benefit Plans

The Company sponsors a number of defined benefit and post-retirement medical benefit plans for the benefit of eligible employees. The benefit obligations of the Company's U.S. pension, U.S. OPEB, and non-U.S. OPEB plans represent an insignificant portion of the Company's pension and other post-retirement benefit plans. As a result, the disclosures below include the Company's U.S. and non-U.S. pension plans on a global consolidated basis.

Eligible employees are enrolled in defined benefit pension plans in their country of domicile. The defined benefit pension plan in the U.K. represents the largest plan. In addition, healthcare, dental and life insurance benefits are also provided to certain non-U.S. employees. A significant number of employees outside the United States are covered by government sponsored programs at no direct cost to the Company other than related payroll taxes.

During fiscal 2023, pension trustees and the Company took actions to reduce the volatility of a defined benefit pension plan in the U.K., including entering into pension risk transfer transactions involving the purchase of annuity contracts for portions of its outstanding defined benefit pension obligations using assets from the pension trust. In connection with this transaction, the pension trustees transferred $1.0 billion of gross defined benefit pension obligations and related plan assets to an insurance company for approximately 5,000 U.K. plan participants. In addition, the Company recognized a noncash pension settlement charge of $361 million, which includes the accelerated recognition of prior service credit that was included in accumulated other comprehensive loss. This transaction is irrevocable, and as a result of the transaction, the pension trustees and the Company were relieved of all responsibility for the related pension obligations and the insurance company is now required to pay and administer the retirement benefits.

The Company accrued $0 million, $0 million and $4 million, for fiscal 2024, 2023 and 2022, respectively, as additional contractual termination benefits for certain employees as part of the Company's restructuring plans. These amounts are reflected in the projected benefit obligation and in the net periodic pension cost.

The change in projected benefit obligation for fiscal year 2024 is primarily related to interest cost and benefits paid and includes actuarial losses. Actuarial losses were primarily due to benefit indexation in the United Kingdom.

Projected Benefit Obligations

	As of
(in millions)	March 31, 2024		March 31, 2023
Projected benefit obligation at beginning of year	$	6,937	$	10,862
Service cost	53		73
Interest cost	307		254
Plan participants’ contributions	21		27
Amendments	6		3
Business/contract acquisitions/divestitures	4		(84)
Settlement/curtailment	(268)		(1,102)
Actuarial loss (gain)	67		(2,083)
Benefits paid	(292)		(330)
Foreign currency exchange rate changes	98		(678)
Other	(18)		(5)
Projected benefit obligation at end of year	$	6,915	$	6,937

The following table summarizes the weighted average rates used in the determination of the Company’s benefit obligations:

	Fiscal Years Ended
	March 31, 2024		March 31, 2023
Discount rate	4.4	%	4.5	%
Rates of increase in compensation levels	2.4	%	2.8	%
Interest Crediting Rate	2.7	%	4.5	%

Fair Value of Plan Assets and Funded Status

	As of
(in millions)	March 31, 2024		March 31, 2023
Fair value of plan assets at beginning of year	$	7,636	$	12,952
Actual return on plan assets	67		(3,038)
Employer contribution	49		79
Plan participants’ contributions	21		27
Benefits paid	(292)		(330)
Business/contract acquisitions/divestitures	—		(93)
Contractual termination benefits	1		10
Plan settlement	(265)		(1,102)
Foreign currency exchange rate changes	118		(848)
Other	(17)		(21)
Fair value of plan assets at end of year	$	7,318	$	7,636
Funded status at end of year	$	403	$	699

Selected Information

	As of
(in millions)	March 31, 2024		March 31, 2023
Other assets	$	874	$	1,203
Accrued expenses and other current liabilities	(34)		(26)
Non-current pension obligations	(423)		(463)
Other long-term liabilities - OPEB	(14)		(15)
Net amount recorded	$	403	$	699
Accumulated benefit obligation	$	6,842	$	6,858

	Benefit Plans with Projected Benefit Obligation in Excess of Plan Assets				Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets
(in millions)	March 31, 2024		March 31, 2023		March 31, 2024		March 31, 2023
Projected benefit obligation	$	1,113	$	1,480	$	777	$	1,208
Accumulated benefit obligation	$	1,047	$	1,411	$	744	$	1,170
Fair value of plan assets	$	646	$	976	$	327	$	718

Net Periodic Pension Cost

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Service cost	$	53	$	73	$	88
Interest cost	307		254		203
Expected return on assets	(446)		(498)		(581)
Amortization of prior service credit	(6)		(7)		(8)
Contractual termination benefit	—		—		4
Subtotal	(92)		(178)		(294)
Settlement/curtailment (gain) loss	(2)		361		(20)
Recognition of actuarial loss (gain)	447		1,070		(664)
Net periodic pension expense (income)	$	353	$	1,253	$	(978)

The service cost component of net periodic pension expense (income) is presented in costs of services and selling, general and administrative and the other components of net periodic pension expense (income) are presented in other expense (income), net in the Company’s statements of operations.

The weighted-average rates used to determine net periodic pension cost were:

	Fiscal Years Ended
	March 31, 2024		March 31, 2023		March 31, 2022
Discount or settlement rates	4.5	%	2.7	%	2.0	%
Expected long-term rates of return on assets	6.0	%	4.3	%	4.4	%
Rates of increase in compensation levels	2.8	%	2.9	%	2.5	%
Interest Crediting Rate	4.5	%	4.0	%	4.0	%

The following is a summary of amounts in accumulated other comprehensive loss, before tax effects:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Prior service credit	$	(176)	$	(188)

Estimated Future Contributions and Benefits Payments

(in millions)
Employer contributions:
2025	$	33
Benefit Payments:
2025	$	338
2026	327
2027	338
2028	351
2029	359
2029 and thereafter	1,932
Total	$	3,645

Fair Value of Plan Assets

The tables below set forth the fair value of plan assets by asset category within the fair value hierarchy:

		As of March 31, 2024
(in millions)		Level 1		Level 2		Level 3		Total
Equity:
	Global/International Equity commingled funds	$	21	$	662	$	—	$	683
	U.S./North American Equity commingled funds	5		—		—		5
Fixed Income:
	Non-U.S. Government funds	—		29		—		29
	Fixed income commingled funds	1		205		12		218
	Fixed income mutual funds	—		—		—		—
	Corporate bonds	—		3,678		91		3,769
Alternatives:
	Other Alternatives (1)	—		943		1,018		1,961
	Hedge Funds(2)	—		8		48		56
Other Assets		28		26		60		114
Insurance contracts		—		91		—		91
Cash and cash equivalents		347		45		—		392
Totals		$	402	$	5,687	$	1,229	$	7,318

		As of March 31, 2023
(in millions)		Level 1		Level 2		Level 3		Total
Equity:
	Global/International Equity commingled funds	$	18	$	756	$	—	$	774
	U.S./North American Equity commingled funds	5		—		—		5
Fixed Income:
	Non-U.S. Government funds	—		24		—		24
	Fixed income commingled funds	2		67		12		81
	Fixed income mutual funds	—		2		—		2
	Corporate bonds	682		2,934		1		3,617
Alternatives:
	Other Alternatives (1)	—		1,191		1,095		2,286
	Hedge Funds(2)	—		17		34		51
Other Assets		7		84		59		150
Insurance contracts		—		331		—		331
Cash and cash equivalents		305		10		—		315
Totals		$	1,019	$	5,416	$	1,201	$	7,636

        

(1) Represents real estate and other commingled funds consisting mainly of equities, bonds, or commodities.

(2) Represents investments in diversified fund of hedge funds.

Changes in fair value measurements of level 3 investments for the defined benefit plans were as follows:

(in millions)
Balance as of March 31, 2022	$	1,648
Actual return on plan assets held at the reporting date	83
Purchases, sales and settlements	(430)
Transfers in and / or out of Level 3	—
Changes due to exchange rates	(100)
Balance as of March 31, 2023	1,201
Actual return on plan assets held at the reporting date	14
Purchases, sales and settlements	(18)
Transfers in and / or out of Level 3	—
Changes due to exchange rates	32
Balance as of March 31, 2024	$	1,229

Domestic and global equity accounts are categorized as Level 1 if the securities trade on national or international exchanges and are valued at their last reported closing price. Equity assets in commingled funds reporting a net asset value are categorized as Level 2 and valued using broker dealer bids or quotes of securities with similar characteristics.

Fixed income accounts are categorized as Level 1 if traded on a publicly quoted exchange or as level 2 if investments in corporate bonds are primarily investment grade bonds, generally priced using model-based pricing methods that use observable market data as inputs. Broker dealer bids or quotes of securities with similar characteristics may also be used.

Alternative investment fund securities are categorized as Level 1 if held in a mutual fund or in a separate account structure and actively traded through a recognized exchange, or as Level 2 if they are held in commingled or collective account structures and are actively traded. Alternative investment fund securities are classified as Level 3 if they are held in Limited Company or Limited Partnership structures or cannot otherwise be classified as Level 1 or Level 2.

Other assets represent property holdings by certain pension plans. As above, the property holdings represent a master lease arrangement entered into by DXC in the U.K. and certain U.K. pension plans as a financing transaction.

Insurance contracts purchased to cover benefits payable to retirees are valued using the assumptions used to value the projected benefit obligation.

Cash equivalents that have quoted prices in active markets are classified as Level 1. Short-term money market commingled funds are categorized as Level 2 and valued at cost plus accrued interest which approximates fair value.

Plan Asset Allocations

	As of
Asset Category	March 31, 2024		March 31, 2023
Equity securities	9	%	10	%
Debt securities	55	%	49	%
Alternatives	29	%	35	%
Cash and other	7	%	6	%
Total	100	%	100	%

Plan assets are held in a trust that includes commingled funds subject to country specific regulations and invested primarily in commingled funds. For the U.K. pension plans, the Company's largest pension plans by assets and projected liabilities, a target allocation by asset class was developed to achieve their long-term objectives. Asset allocations are

monitored closely and investment reviews regarding asset strategy are conducted regularly with internal and external advisors.

The Company’s investment goals and risk management strategy for plan assets evaluates a number of factors, including the time horizon of the plans’ obligations. Plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification in order to reduce risk, yet produces a reasonable amount of return on investment over the long term. Sufficient liquidity is maintained to meet benefit obligations as they become due. Third party investment managers are employed to invest assets in both passively-indexed and actively-managed strategies. Equities are primarily invested broadly in domestic and foreign companies across market capitalizations and industries. Fixed income securities are invested broadly, primarily in government treasury, corporate credit, mortgage backed and asset backed investments. Alternative investment allocations are included in selected plans to achieve greater portfolio diversity intended to reduce the overall volatility risk of the plans.

Plan asset risks include longevity, inflation, and other changes in market conditions that could reduce the value of plan assets. Also, a decline in the yield of high quality corporate bonds may adversely affect discount rates resulting in an increase in DXC's pension and other post-retirement obligations. These risks, among others, could cause the plans’ funded status to deteriorate, resulting in an increased reliance on Company contributions. Derivatives are permitted although their current use is limited within traditional funds and broadly allowed within alternative funds. Derivatives are used for inflation risk management and within the liability driven investing strategy. The Company also has investments in insurance contracts to pay plan benefits in certain countries.

Return on Assets

The Company consults with internal and external advisors regarding the expected long-term rate of return on assets. The Company uses various sources in its approach to compute the expected long-term rate of return of the major asset classes expected in each of the plans. DXC utilizes long-term, asset class return assumptions of typically 30 years, which are provided by external advisors. Consideration is also given to the extent active management is employed in each asset class and also to management expenses. A single expected long-term rate of return is calculated for each plan by assessing the plan's expected asset allocation strategy, the benefits of diversification therefrom, historical excess returns from actively managed traditional investments, expected long-term returns for alternative investments and expected investment expenses. The resulting composite rate of return is reviewed by internal and external parties for reasonableness.

Retirement Plan Discount Rate

The U.K. discount rate is based on the yield curve approach using the U.K. Aon GBP Single Agency AA Corporates-Only Curve.

Defined Contribution Plans

The Company sponsors defined contribution plans for substantially all U.S. employees and certain foreign employees. For certain plans, the Company will match employee contributions. The plans allow employees to contribute a portion of their earnings in accordance with specified guidelines. During fiscal 2024, 2023 and 2022, the Company contributed $188 million, $203 million and $226 million, respectively, to its defined contribution plans. As of March 31, 2024, plan assets included 2,310,298 shares of the Company’s common stock.

Deferred Compensation Plans

DXC sponsors two Deferred Compensation Plans, the “DXC Technology Company Deferred Compensation Plan” (the “DXC DCP”), and the Enterprise Services Executive Deferred Compensation Plan (the “ES DCP”). Both plans are non-qualified deferred compensation plans maintained for a select group of management, highly compensated employees and non-employee directors.

The DXC DCP covers eligible employees who participated in CSC’s Deferred Compensation Plan prior to the HPES Merger. The ES DCP covers eligible employees who participated in the HPE Executive Deferred Compensation Plan prior

to the HPES Merger. Both plans allow participating employees to defer the receipt of current compensation to a future distribution date or event above the amounts that may be deferred under DXC’s tax-qualified 401(k) plan, the DXC Technology Matched Asset Plan. Neither plan provides for employer contributions. As of April 3, 2017, the ES DCP does not admit new participants.

Certain management and highly compensated employees are eligible to defer all, or a portion of, their regular salary that exceeds the limitation set forth in Internal Revenue Section 401(a)(17) and all or a portion of their incentive compensation. Non-employee directors are eligible to defer up to 100% of their cash compensation. The liability under the plan, which is included in other long-term liabilities in the Company's balance sheets, amounted to $31 million as of March 31, 2024 and $29 million as of March 31, 2023. The Company's expense under the Plan totaled $5 million and $0 million for fiscal 2024 and 2023, respectively.

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Income Taxes

12 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The sources of (loss) income from continuing operations, before income taxes, classified between domestic entities and those entities domiciled outside of the United States, are as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Domestic entities	$	53	$	(206)	$	(566)
Entities outside the United States	56		(679)		1,707
Total	$	109	$	(885)	$	1,141

The income tax expense (benefit) on income (loss) from continuing operations is comprised of:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Current:
Federal	$	94	$	96	$	(118)
State	57		39		(17)
Foreign	288		155		285
	439		290		150
Deferred:
Federal	(186)		(192)		9
State	(38)		(47)		(9)
Foreign	(192)		(370)		255
	(416)		(609)		255
Total income tax (benefit) expense	$	23	$	(319)	$	405

The current federal (benefit) and tax expense for fiscal years 2024, 2023, and 2022 includes a $(21) million, $(61) million and $(7) million transition tax benefit, respectively. The current expense (benefit) for fiscal years 2024, 2023, and 2022, includes interest and penalties of $10 million, $1 million and $(3) million, respectively, for uncertain tax positions.

In connection with the HPES Merger, the Company entered into a tax matters agreement with HPE. HPE generally will be responsible for tax liabilities arising prior to the HPES Merger, and DXC is liable to HPE for income tax receivables it receives related to pre-HPES Merger periods. Pursuant to the tax matters agreement, the Company recorded a $17 million tax indemnification receivable related to uncertain tax positions, a $52 million tax indemnification receivable related to other tax payables, and a $91 million tax indemnification payable related to other tax receivables.

In connection with the spin-off of the Company's former U.S. public sector business (the "USPS Separation"), the Company entered into a tax matters agreement with Perspecta Inc. (including its successors and permitted assigns, "Perspecta"). The Company generally will be responsible for tax liabilities arising prior to the USPS Separation, and

Perspecta is liable to the Company for income tax receivables related to pre-spin-off periods. Income tax liabilities transferred to Perspecta primarily relate to pre-HPES Merger periods, for which the Company is indemnified by HPE pursuant to the tax matters agreement between the Company and HPE. The Company remains liable to HPE for tax receivables transferred to Perspecta related to pre-HPES Merger periods. Pursuant to the tax matters agreement, the Company recorded a $15 million tax indemnification receivable from Perspecta related to other tax receivables and a $4 million tax indemnification payable to Perspecta related to income tax and other tax payables.

In connection with the sale of the HPS business, the Company entered into a tax matters agreement with Dedalus. Pursuant to the tax matters agreement, the Company generally will be responsible for tax liabilities arising prior to the sale of the HPS business.

The major elements contributing to the difference between the U.S. federal statutory tax rate and the effective tax rate ("ETR") for continuing operations is below.

	Fiscal Years Ended
	March 31, 2024		March 31, 2023		March 31, 2022
Statutory rate	21.0	%	(21.0)	%	21.0	%
State income tax, net of federal tax	3.7		(1.4)		(6.9)
Foreign tax rate differential	(152.3)		(2.3)		151.1
Change in valuation allowances	146.8		(1.3)		(140.9)
Income tax and foreign tax credits	(92.7)		(8.0)		(15.2)
Change in uncertain tax positions	—		1.2		6.8
Withholding taxes	58.7		3.5		6.2
U.S. tax on foreign income	35.8		5.8		2.5
Excess tax benefit or expense for stock compensation	(0.9)		0.6		0.1
Capitalized transaction costs	0.9		0.2		0.2
Base erosion and transition taxes	(26.6)		(9.1)		6.6
Impact of business divestitures	(5.5)		(7.6)		3.0
Indemnification costs	3.7		1.2		—
Tax audits	22.0		—		—
Other items, net	6.5		2.2		1.0
Effective tax rate	21.1	%	(36.0)	%	35.5	%

In fiscal 2024, the ETR was primarily impacted by:

•Changes in foreign jurisdictional losses that decreased the ETR by $160 million and 146.8%, respectively, with an offsetting increase in the ETR due to an increase in the valuation allowance of the same amount.

•Income tax and foreign tax credits, which decreased income tax expense and decreased the ETR by $101 million and 92.7%, respectively, offset by tax expense on U.S. international tax inclusions, which increased tax expense and increased the ETR by $39 million and 35.8%, respectively.

•Foreign withholding taxes, which increased income tax expense and increased the ETR by $64 million and 58.7%, respectively.

In fiscal 2023, the ETR was primarily impacted by:

•A reduction in base erosion and transition taxes, which increased income tax benefit and decreased the ETR by $81 million and 9.1%, respectively.

•Income tax and foreign tax credits, which increased income tax benefit and decreased the ETR by $71 million and 8.0%, respectively, offset by tax expense on U.S. international tax inclusions which decreased tax benefit and increased the ETR by $51 million and 5.8%, respectively.

•Non-taxable gains and losses on business divestitures, which increased income tax benefit and decreased the ETR by $67 million and 7.6%, respectively.

In fiscal 2022, the ETR was primarily impacted by:

•Income tax and foreign tax credits, which decreased income tax expense and decreased the ETR by $174 million and 15.2%, respectively.

•Changes in Luxembourg losses that increased the ETR by $1,609 million and 141.0%, respectively, with an offsetting decrease in the ETR due to a decrease in the valuation allowance of the same amount.

•Adjustments to uncertain tax positions that increased the overall income tax expense and the ETR by $78 million and 6.8%, respectively.

The deferred tax assets (liabilities) were as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Deferred tax assets
Tax loss/credit carryforwards	2,535		2,327
Accrued interest	24		18
Operating lease liabilities	172		219
Contract accounting	127		135
Depreciation and amortization	129		—
Other assets	298		272
Total deferred tax assets	3,285		2,971
Valuation allowance	(2,264)		(2,064)
Net deferred tax assets	1,021		907
Deferred tax liabilities
Depreciation and amortization	—		(98)
Operating right-of-use asset	(161)		(208)
Investment basis differences	(13)		(8)
Employee benefits	(7)		(103)
Other liabilities	(166)		(198)
Total deferred tax liabilities	(347)		(615)
Total net deferred tax assets (liabilities)	$	674	$	292

Income tax related assets are included in the accompanying balance sheets as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Current:
Income tax receivables and prepaid taxes	$	44	$	60
	$	44	$	60
Non-current:
Income taxes receivable and prepaid taxes	$	258	$	192
Deferred tax assets	804		460
	$	1,062	$	652
Total	$	1,106	$	712

Income tax related liabilities are included in the accompanying balance sheet as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Current:
Liability for uncertain tax positions	$	—	$	(1)
Income taxes payable	(134)		(119)
	$	(134)	$	(120)
Non-current:
Deferred taxes	(130)		(168)
Income taxes payable	(32)		(16)
Liability for uncertain tax positions	(394)		(403)
	$	(556)	$	(587)
Total	$	(690)	$	(707)

Significant management judgment is required in determining the Company's provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. As of each reporting date, management weighs new evidence, both positive and negative, that could affect its view of the future realization of its net deferred tax assets. Objective verifiable evidence, which is historical in nature, carries more weight than subjective evidence, which is forward looking in nature.

A valuation allowance has been recorded against deferred tax assets of approximately $2,264 million as of March 31, 2024, due to uncertainties related to the ability to utilize these assets. In assessing whether its deferred tax assets are realizable, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. The Company considers all available positive and negative evidence including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent financial operations.

The net increase in the valuation allowance of $200 million in fiscal 2024 was primarily due to losses in Luxembourg.

The following table provides information on the Company's various tax carryforwards:

	As of March 31, 2024							As of March 31, 2023
(in millions)	Total		With No Expiration		With Expiration		Expiration Dates Through	Total		With No Expiration		With Expiration		Expiration Dates Through
Net operating loss carryforwards
Federal	$	62	$	62	$	—	N/A	$	70	$	70	$	—	N/A
State	$	387	$	191	$	196	2044	$	463	$	217	$	246	2043
Foreign	$	10,211	$	5,359	$	4,852	2041	$	9,164	$	5,370	$	3,794	2040
Tax credit carryforwards
Federal	$	3	$	—	$	3	2044	$	19	$	—	$	19	2043
State	$	5	$	—	$	5	2034	$	4	$	—	$	4	2037
Foreign	$	2	$	—	$	2	2037	$	—	$	—	$	—	N/A
Capital loss carryforwards
Federal	$	42	$	42	$	—	N/A	$	42	$	42	$	—	N/A
State	$	46	$	46	$	—	N/A	$	46	$	46	$	—	N/A
Foreign	$	30	$	30	$	—	N/A	$	199	$	199	$	—	N/A

The Company also has federal and state 163(j) interest deduction carryforward attributes of approximately $24 million and $1,066 million, respectively, that have no expiration.

The majority of our global unremitted foreign earnings have been taxed or would be exempt from U.S. tax upon repatriation. Such earnings and all current foreign earnings are not indefinitely reinvested. The following earnings are considered indefinitely reinvested: approximately $480 million that could be subject to U.S. federal tax when repatriated to the U.S. under section 1.245A-5(b) of the final Treasury regulations; and approximately $200 million of our accumulated earnings in India. A portion of these indefinitely reinvested earnings may be subject to foreign and U.S. state tax consequences when remitted. The Company will continue to evaluate its position in the future based on its future strategy and cash needs.

The Company accounts for income tax uncertainties in accordance with ASC 740 Income Taxes, which prescribes a recognition threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more likely than not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC 740 also provides guidance on the accounting for and disclosure of liabilities for uncertain tax positions, interest and penalties.

In accordance with ASC 740, the Company’s liability for uncertain tax positions was as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Tax	$	361	$	399
Interest	103		79
Penalties	4		18
Reduction of receivables	(72)		(91)
Net of tax attributes	(2)		(1)
Total	$	394	$	404

The following table summarizes the activity related to the Company’s uncertain tax positions (excluding interest and penalties and related tax attributes):

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Balance at beginning of fiscal year	$	399	$	422	$	354
Gross increases related to prior year tax positions	14		31		61
Gross decreases related to prior year tax positions	(55)		(17)		(16)
Gross increases related to current year tax positions	8		8		93
Settlements and statute of limitation expirations	(5)		(43)		(33)
Acquisitions and dispositions	—		—		(36)
Foreign exchange and others	—		(2)		(1)
Balance at end of fiscal year	$	361	$	399	$	422

The Company’s liability for uncertain tax positions at March 31, 2024, March 31, 2023, and March 31, 2022, includes $365 million, $368 million and $393 million, respectively, related to amounts that, if recognized, would affect the effective tax rate (excluding related interest and penalties). The decrease related to prior year tax positions primarily relates to the Company's increase in the foreign tax credit and capitalized research and experimental expenditures.

The Company recognizes interest accrued related to uncertain tax positions and penalties as a component of income tax expense. During the year ended March 31, 2024, the Company had a net increase in interest expense of $24 million ($18 million net of tax) and a net decrease in accrued expense for penalties of $14 million and, as of March 31, 2024, recognized a liability for interest of $103 million ($79 million net of tax) and penalties of $4 million. During the year ended March 31, 2023, the Company had a net increase in interest expense of $3 million ($1 million net of tax) and a net decrease in accrued expense for penalties of $2 million and, as of March 31, 2023, recognized a liability for interest of $79 million ($61 million net of tax) and penalties of $18 million. During the year ended March 31, 2022, the Company had net decrease in interest expense of $1 million ($1 million net of tax) and net decrease in accrued expense for penalties of $2 million, and as of March 31, 2022, recognized a liability for interest of $76 million ($60 million net of tax) and penalties of $20 million.

The Company is currently under examination in several tax jurisdictions. A summary of the tax years that remain subject to examination in certain of the Company’s major tax jurisdictions are:

Jurisdiction:	Tax Years that Remain Subject to Examination (Fiscal Year Ending):
Australia	2020 and forward
United States – Federal	2009 and forward
United States – Various States	2009 and forward
Canada	2010 and forward
France	2019 and forward
Germany	2010 and forward
India	2001 and forward
U.K.	2018 and forward

Tax Examinations

The Internal Revenue Service (the “IRS”) has examined, or is examining, the Company’s federal income tax returns for fiscal 2009 through the tax year ended October 31, 2018. With respect to CSC’s fiscal 2009 through 2017 federal tax returns, the Company participated in settlement negotiations with the IRS Office of Appeals. The IRS examined several issues for these tax years that resulted in various audit adjustments. The Company and the IRS Office of Appeals have settled various audit adjustments, and we disagree with the IRS’ disallowance of certain losses and deductions resulting from restructuring costs, foreign exchange losses, and a third-party financing transaction in previous years. As we believe we will ultimately prevail on the technical merits of the disagreed items and are challenging them in the U.S. Tax Court, these matters are not fully reserved and would result in incremental federal and state tax expense of approximately $507 million (including estimated interest and penalties) for the unreserved portion of these items and cash tax payments of approximately $582 million, if we do not prevail. We have received notices of deficiency with respect to fiscal 2009, 2010, 2011 and 2013 and have timely filed petitions with the U.S. Tax Court. During fiscal 2024, some of these cases were dismissed, but the dismissals were procedural in nature only and do not impact the Company’s potential liability for the aforementioned fiscal years. We expect court proceedings to progress during calendar year 2024 that may result in resolution of some or all of the litigation matters by the end of fiscal year 2025.

During the third quarter of fiscal 2024, the Company determined there were inadvertent omissions on previously filed tax returns related to gain recognition agreements and certain related tax forms and disclosures. The Company notified the IRS in December of 2023 and filed for relief under Treas. Reg. Sec. 1.367(a)-8(p) in January 2024 to correct the issue.

The Company’s fiscal years 2009, 2010, and 2013 are in the U.S. Tax Court, and consequently these years will remain open until such proceedings have concluded. The statute of limitations on assessments related to a refund claim for fiscal year 2012 is open through February 28, 2025. The Company has agreed to extend the statute of limitations for fiscal and tax return years 2014 through 2021 to December 31, 2025. The Company expects to reach resolution for fiscal and tax return years 2009 through 2021 no earlier than the end of fiscal year 2026, except fiscal year 2012 for which the statute closes in fiscal year 2025, and potentially the years subject to litigation which may be resolved in fiscal year 2025.

The Company may settle certain other tax examinations for different amounts than the Company has accrued as uncertain tax positions. Consequently, the Company may need to accrue and ultimately pay additional amounts or pay lower amounts than previously estimated and accrued when positions are settled in the future. The Company believes the outcomes that are reasonably possible within the next 12 months to result in a reduction in its liability for uncertain tax positions, excluding interest, penalties, and tax carryforwards, would be approximately $17 million.

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Stockholders' Equity

12 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Description of Capital Stock

The Company has authorized share capital consisting of 750,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

Each share of common stock is equal in all respects to every other share of common stock of the Company. Each share of common stock is entitled to one vote per share at each annual or special meeting of stockholders for the election of directors and upon any other matter coming before such meeting. Subject to all the rights of the preferred stock, dividends may be paid to holders of common stock as and when declared by the Board of Directors (the "Board").

The Company's charter requires that preferred stock must be all of one class but may be issued from time to time in one or more series, each of such series to have such full or limited voting powers, if any, and such designations, preferences and relative, participating, optional or other special rights or qualifications, limitations or restrictions as provided in a resolution adopted by the Board. Each share of preferred stock will rank on a parity with each other share of preferred stock, regardless of series, with respect to the payment of dividends at the respectively designated rates and with respect to the distribution of capital assets according to the amounts to which the shares of the respective series are entitled.

Share Repurchase Program

On April 3, 2017, DXC announced the establishment of a share repurchase program approved by the Board with an initial authorization of $2.0 billion for future repurchases of outstanding shares of DXC common stock. On November 8, 2018, DXC announced that its Board approved an incremental $2.0 billion share repurchase authorization. During fiscal 2024, DXC completed the remaining share repurchases under the above authorizations.

On May 18, 2023, DXC announced that its Board approved an incremental $1.0 billion share repurchase authorization. Share repurchases may be made from time to time through various means, including in open market purchases, 10b5-1 plans, privately-negotiated transactions, accelerated stock repurchases, block trades and other transactions, in compliance with Rule 10b-18 under the Exchange Act of 1934, as amended, as well as, to the extent applicable, other federal and state securities laws and other legal requirements. The timing, volume, and nature of share repurchases pursuant to the share repurchase plan are at the discretion of management and may be suspended or discontinued at any time. As of March 31, 2024, the approximate dollar value of shares that may yet be purchased under the plans or programs was $592 million.

The shares repurchased are retired immediately and included in the category of authorized but unissued shares. The excess of purchase price over par value of the common shares is allocated between additional paid-in capital and retained earnings. The details of shares repurchased during fiscal 2024, 2023 and 2022 are shown below:

Fiscal Year	Number of shares repurchased	Average Price Per Share	Amount (In millions)
2024
Open market purchases	38,444,830	$22.98	$	883
2024 Total	38,444,830	$22.98	$	883
2023
Open market purchases	24,436,738	$27.78	$	679
2023 Total	24,436,738	$27.78	$	679
2022
Open market purchases	18,818,934	$33.67	$	634
2022 Total	18,818,934	$33.67	$	634

Treasury Stock Transactions

In fiscal 2024, 2023 and 2022 the Company accepted 0, 0 and 4,614 shares of its common stock, respectively, in lieu of cash in connection with the exercise of stock options. In fiscal 2024, 2023 and 2022, the Company accepted 1,257,748, 455,513 and 415,438 shares of its common stock, respectively, in lieu of cash in connection with the tax withholdings associated with the release of common stock upon vesting of restricted stock and RSUs. As a result, the Company holds 4,591,340 treasury shares as of March 31, 2024.

Dividends

The Board suspended the Company’s cash dividend payment beginning in the first quarter of fiscal 2021 to preserve cash and enhance financial flexibility in the current environment. As of March 31, 2024, the Company does not intend to reinstate its quarterly cash dividends.

Accumulated Other Comprehensive Loss

The following table shows the changes in accumulated other comprehensive loss, net of taxes:

(in millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Pension and Other Post-retirement Benefit Plans		Accumulated Other Comprehensive Loss
Balance at March 31, 2021	$	(554)	$	(1)	$	253	$	(302)
Current-period other comprehensive (loss) income	(11)		17		—		6
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes(1)	(86)		(6)		3		(89)
Balance at March 31, 2022	$	(651)	$	10	$	256	$	(385)
Current-period other comprehensive (loss) income	(334)		(6)		—		(340)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		(11)		(38)		(49)
Balance at March 31, 2023	$	(985)	$	(7)	$	218	$	(774)
Current-period other comprehensive (loss) income	46		—		—		46
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		7		(11)		(4)
Balance at March 31, 2024	$	(939)	$	—	$	207	$	(732)

(1)Includes net cumulative foreign currency translation losses of $86 million upon sale of foreign entities primarily related to the HPS business divestiture. See Note 2 – “Divestitures” for additional information.

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Stock Incentive Plans

12 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plans

Stock Incentive Plans

Equity Plans

The Compensation Committee of the Board has broad authority to grant awards and otherwise administer the DXC Employee Equity Plan. The plan became effective March 30, 2017 and will continue in effect for a period of 10 years thereafter, unless terminated earlier by the Board. The Board has the authority to amend the plan in such respects as it deems desirable, subject to approval of DXC’s stockholders for material modifications.

Restricted stock units ("RSUs") represent the right to receive one share of DXC common stock upon a future settlement date, subject to vesting and other terms and conditions of the award, plus any dividend equivalents accrued during the award period. In general, if the employee’s status as a full-time employee is terminated prior to the vesting of the RSU grant in full, then the RSU grant is automatically canceled on the termination date and any unvested shares and dividend equivalents are forfeited. Certain executives were awarded service-based "career share" RSUs for which the shares are settled over the 10 anniversaries following the executive's separation from service as a full-time employee, provided the executive complies with certain non-competition covenants during that period. The Company also grants PSUs, which generally vest over a period of three years. The number of PSUs that ultimately vest is dependent upon the Company’s achievement of certain specified financial performance criteria over a three-year period. If the specified performance criteria are met, awards are settled for shares of DXC common stock and dividend equivalents upon the filing with the SEC of the Annual Report on Form 10-K for the last fiscal year of the performance period.

Beginning in fiscal 2021, DXC issued awards that are considered to have a market condition. A Monte Carlo simulation model was used for the valuation of the grants. Settlement of shares for these PSU awards will be made at the end of the third fiscal year subject to certain compounded annual growth rates of the stock price and continued employment through the last day of the third fiscal year.

The terms of the DXC Director Equity Plan allow DXC to grant RSU awards to non-employee directors of DXC. Such RSU awards vest in full at the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting date, and are automatically redeemed for DXC common stock and dividend equivalents either at that time or, if an RSU deferral election form is submitted, upon the date or event elected by the director. Distributions made upon a director’s separation from the Board may occur in either a lump sum or in annual installments over periods of 5, 10, or 15 years, per the director’s election. In addition, RSUs vest in full upon a change in control of DXC.

The Board has reserved for issuance shares of DXC common stock, par value $0.01 per share, under each of the plans as detailed below:

	As of March 31, 2024
	Reserved for issuance	Available for future grants
DXC Employee Equity Plan	51,200,000	24,212,597
DXC Director Equity Plan	745,000	166,852
Total	51,945,000	24,379,449

The Company recognized share-based compensation expense for fiscal 2024, 2023 and 2022 as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Total share-based compensation cost	$	109	$	108	$	101
Related income tax benefit	$	16	$	18	$	14
Total intrinsic value of options exercised	$	—	$	1	$	8
Tax benefits from exercised stock options and awards	$	14	$	12	$	17

As of March 31, 2024, total unrecognized compensation expense related to unvested DXC RSUs and PSUs, net of expected forfeitures was $145 million, respectively. The unrecognized compensation expense for unvested RSUs and PSUs is expected to be recognized over a weighted-average period of 1.74 years.

Stock Options

The Company’s stock options vest one-third annually on each of the first three anniversaries of the grant date. Stock options are generally granted for a term of ten years. Information concerning stock options granted under stock incentive plans was as follows:

	Number of Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of March 31, 2021	1,675,580	$	30.43	3.61	$	8
Granted	—	$	—
Exercised	(510,294)	$	23.27		$	8
Canceled/Forfeited	—	$	—
Expired	(53,899)	$	35.57
Outstanding as of March 31, 2022	1,111,387	$	33.47	3.01	$	5
Granted	—	$	—
Exercised	(69,855)	$	20.03		$	1
Canceled/Forfeited	—	$	—
Expired	(48,829)	$	44.10
Outstanding as of March 31, 2023	992,703	$	33.89	2.20	$	—
Granted	—	$	—
Exercised	(15,278)	$	18.79
Canceled/Forfeited	—	$	—
Expired	(32,366)	$	30.75
Outstanding and exercisable as of March 31, 2024	945,059	$	34.25	1.27	$	—

	As of March 31, 2024
	Options Outstanding				Options Exercisable
Range of Option Exercise Price	Number Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Number Exercisable	Weighted Average Exercise Price
$17.33 - $24.47	47,666	$	23.43	0.22	47,666	$	23.43
$25.14 - $41.92	475,841	$	26.73	0.97	475,841	$	26.73
$42.59 - $53.41	421,552	$	43.95	1.72	421,552	$	43.95
	945,059				945,059

The cash received from stock options exercised during fiscal 2024, 2023 and 2022 was $0 million, $1 million and $12 million, respectively.

Restricted Stock

Information concerning RSUs and PSUs granted under the stock incentive plans was as follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2021	8,326,220	$	28.98
Granted	2,972,253	$	50.87
Released/Issued	(2,141,180)	$	34.12
Canceled/Forfeited	(1,680,167)	$	34.93
Outstanding as of March 31, 2022	7,477,126	$	35.89
Granted	3,404,395	$	38.08
Released/Issued	(2,252,627)	$	33.10
Canceled/Forfeited	(1,179,515)	$	36.34
Outstanding as of March 31, 2023	7,449,379	$	37.11
Granted	6,033,909	$	24.73
Released/Issued	(4,066,367)	$	23.71
Canceled/Forfeited	(1,105,628)	$	40.20
Outstanding as of March 31, 2024	8,311,293	$	33.97

.

Non-employee Director Incentives

Information concerning RSUs granted to non-employee directors was as follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2021	184,660	$	28.42
Granted	74,300	$	35.18
Released/Issued	(102,238)	$	21.43
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2022	156,722	$	36.18
Granted	66,100	$	31.29
Released/Issued	(75,335)	$	32.62
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2023	147,487	$	35.80
Granted	135,457	$	19.52
Released/Issued	(69,189)	$	31.68
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2024	213,755	$	26.82

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Cash Flows

12 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Cash Flows

Cash Flows

Cash payments for interest on indebtedness and income taxes and other select non-cash activities are as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash paid for:
Interest	$	286	$	188	$	227
Taxes on income, net of refunds(1)	$	434	$	408	$	394
Non-cash activities:
Operating:
ROU assets obtained in exchange for lease, net(2)	$	175	$	227	$	279
Prepaid assets acquired under long-term financing	$	46	$	106	$	107
Investing:
Capital expenditures in accounts payable and accrued expenses	$	67	$	5	$	9
Capital expenditures through finance lease obligations	$	105	$	102	$	233
Assets acquired under long-term financing	$	34	$	25	$	44
Financing:
Shares repurchased but not settled in cash(3)	$	10	$	20	$	6

(1) Income tax refunds were $38 million, $43 million, and $54 million for fiscal 2024, 2023, and 2022, respectively.

(2)There were $880 million, $1,142 million, and $1,085 million in modifications and terminations in fiscal 2024, 2023, and 2022, respectively.

(3)On August 16, 2022, the U.S. government enacted the IRA into law. The IRA imposes a 1% excise tax on share repurchases completed after December 31, 2022. In our cash flow statement we reflect the excise tax as a financing activity relating to the repurchase of common stock.

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Other Expense (Income), Net

12 Months Ended

Mar. 31, 2024

Other Income and Expenses [Abstract]

Other Expense (Income), Net

Other Expense (Income), Net

Other expense (income), net comprises non-service cost components of net periodic pension income, pension and OPEB actuarial and settlement losses (gains), movement in foreign currency exchange rates on our foreign currency denominated assets and liabilities and the related economic hedges, gains on sale of assets, and other miscellaneous gains and losses. The following table summarizes components of other expense (income), net:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Non-service cost components of net periodic pension (income) expense	$	(145)	$	(251)	$	(382)
Pension and OPEB actuarial and settlement losses (gains)	445		1,431		(684)
Foreign currency (gain) loss	(7)		(15)		13
Gain on sale of assets	(40)		(90)		(88)
Other (gain) loss	(35)		9		60
Total	$	218	$	1,084	$	(1,081)

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Segment and Geographic Information

12 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment and Geographic Information

Segment and Geographic Information

DXC has a matrix form of organization and is managed in several different and overlapping groupings including services, industries and geographic regions. As a result, and in accordance with accounting standards, operating segments are organized by the type of services provided. DXC's chief operating decision maker ("CODM"), the chief executive officer, obtains, reviews, and manages the Company’s financial performance based on these segments. The CODM uses these results, in part, to evaluate the performance of, and allocate resources to, each of the segments.

Global Business Services ("GBS") provides innovative technology solutions that help our customers address key business challenges and accelerate transformations tailored to each customer’s industry and specific objectives. Global Infrastructure Services ("GIS") provides a portfolio of technology offerings that deliver predictable outcomes and measurable results while reducing business risk and operational costs for customers.

Segment Measures

The following table summarizes operating results regularly provided to the CODM by reportable segment and a reconciliation to the financial statements:

(in millions)	GBS		GIS		Total Reportable Segments		All Other		Totals
Fiscal Year Ended March 31, 2024
Revenues	$	6,820	$	6,847	$	13,667	$	—	$	13,667
Segment Profit	$	835	$	437	$	1,272	$	(256)	$	1,016
Depreciation and amortization (1)	$	186	$	759	$	945	$	105	$	1,050
Fiscal Year Ended March 31, 2023
Revenues	$	6,960	$	7,470	$	14,430	$	—	$	14,430
Segment Profit	$	912	$	507	$	1,419	$	(262)	$	1,157
Depreciation and amortization (1)	$	165	$	853	$	1,018	$	99	$	1,117
Fiscal Year Ended March 31, 2022
Revenues	$	7,598	$	8,667	$	16,265	$	—	$	16,265
Segment Profit	$	1,160	$	475	$	1,635	$	(260)	$	1,375
Depreciation and amortization (1)	$	180	$	991	$	1,171	$	112	$	1,283

(1) Depreciation and amortization as presented excludes amortization of acquired intangible assets of $354 million, $402 million, and $434 million for fiscal 2024, 2023, and 2022, respectively.

Reconciliation of Reportable Segment Profit to Consolidation

The Company's management uses segment profit as the measure for assessing performance of its segments. Segment profit is defined as segment revenues less cost of services, segment selling, general and administrative, depreciation and amortization, and other income (excluding the movement in foreign currency exchange rates on DXC's foreign currency denominated assets and liabilities and the related economic hedges). The Company does not allocate to its segments certain operating expenses managed at the corporate level. These unallocated costs generally include certain corporate function costs, stock-based compensation expense, pension and OPEB actuarial and settlement gains and losses, restructuring costs, transaction, separation, and integration-related costs and amortization of acquired intangible assets.

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Total profit for reportable segments	$	1,272	$	1,419	$	1,635
All other loss	(256)		(262)		(260)
Subtotal	$	1,016	$	1,157	$	1,375
Interest income	214		135		65
Interest expense	(298)		(200)		(204)
Restructuring costs	(111)		(216)		(318)
Transaction, separation and integration-related costs	(7)		(16)		(26)
Amortization of acquired intangibles	(354)		(402)		(434)
Merger related indemnification	(16)		(46)		—
SEC matter	—		(8)		—
Gains on dispositions	115		190		341
Arbitration loss	—		(29)		—
Impairment losses	(5)		(19)		(31)
Debt extinguishment cost	—		—		(311)
Pension and OPEB actuarial and settlement (losses) gains	(445)		(1,431)		684
Income (loss) before income taxes	$	109	$	(885)	$	1,141

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 are not disclosed.

Geographic Information

See Note 11 - "Revenue" for the Company's revenue by geography. Property and equipment, net, which is based on the physical location of the assets, was as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
United States	$	658	$	788
United Kingdom	325		362
Australia	55		94
Other Europe	293		357
Other International	340		378
Total Property and Equipment, net	$	1,671	$	1,979

No single customer exceeded 10% of the Company’s revenues during fiscal 2024, fiscal 2023 or fiscal 2022.

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Commitments and Contingencies

12 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Commitments

The Company signed long-term purchase agreements with certain software, hardware, telecommunication and other service providers to obtain favorable pricing and terms for services and products that are necessary for the operations of business activities. Under the terms of these agreements, the Company is contractually committed to purchase specified minimum amounts within defined time periods. If the Company does not meet the specified minimums, the Company would have an obligation to pay the service provider all, or a portion, of the shortfall. Minimum purchase commitments as of March 31, 2024 were as follows:

Fiscal year	Minimum Purchase Commitment
(in millions)
2025	$	647
2026	544
2027	122
2028	75
2029	23
Total	$	1,411

In the normal course of business, the Company may provide certain customers with financial performance guarantees, and at times performance letters of credit or surety bonds. In general, the Company would only be liable for the amounts of these guarantees in the event that non-performance by the Company permits termination of the related contract by the Company’s customer. The Company believes it is in compliance with its performance obligations under all service contracts for which there is a financial performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees will not have a material adverse effect on its consolidated results of operations or financial position.

The Company also uses stand-by letters of credit, in lieu of cash, to support various risk management insurance policies. 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 following table summarizes the expiration of the Company’s financial guarantees and stand-by letters of credit outstanding as of March 31, 2024:

(in millions)	Fiscal 2025		Fiscal 2026		Fiscal 2027 and Thereafter		Totals
Surety bonds	$	81	$	66	$	136	$	283
Letters of credit	62		15		565		642
Stand-by letters of credit	60		3		7		70
Totals	$	203	$	84	$	708	$	995

The Company generally indemnifies licensees of its proprietary software products against claims brought by third parties alleging infringement of their intellectual property rights, including rights in patents (with or without geographic limitations), copyrights, trademarks and trade secrets. DXC’s indemnification of its licensees relates to costs arising from court awards, negotiated settlements, and the related legal and internal costs of those licensees. The Company maintains the right, at its own cost, to modify or replace software in order to eliminate any infringement. The Company has not incurred any significant costs related to licensee software indemnification.

Contingencies

Forsyth, et al. v. HP Inc. and Hewlett Packard Enterprise: On August 18, 2016, this purported class and collective action was filed in the U.S. District Court for the Northern District of California, against HP and HPE alleging violations of the Federal Age Discrimination in Employment Act (“ADEA”) and California state law, in connection with workforce reductions that occurred in or after August 2012 in California, and in or after as early as December 2014 in other U.S. locations. Former business units of HPE now owned by the Company, and former business units of the Company now owned by Peraton (formerly Perspecta), may be proportionately liable for any recovery by plaintiffs in this matter.

In December 2020, Plaintiffs filed a motion for preliminary certification of the collective action, which Defendants opposed. In April 2021, the court granted Plaintiffs’ motion for preliminary certification and lifted the previously imposed stay of the action. In November 2021, notice was sent to putative members of the ADEA collectives regarding participation in the case. In February 2022, the notice period closed.

In September 2023, the parties entered into a settlement agreement to resolve the matter and submitted it to the District Court for approval. In October 2023, the District Court entered an order preliminarily approving the proposed settlement. In March 2024, the District Court issued its final approval of the settlement and entered a final judgment closing the case. In May 2024, the Company funded its contribution to the settlement amount. This matter is now closed.

Securities Litigation: Previously disclosed securities litigation matters have been dismissed, with one case remaining, in the Superior Court of the State of California.

On August 20, 2019, a purported class action lawsuit was filed in the Superior Court of the State of California, County of Santa Clara, against the Company, directors of the Company, and a former officer of the Company, among other defendants. The action asserts claims under Sections 11, 12 and 15 of the Securities Act of 1933, as amended, and is premised on allegedly false and/or misleading statements, and alleged non-disclosure of material facts, regarding the Company’s prospects and expected performance. The putative class of plaintiffs includes former shareholders of Computer Sciences Corporation (“CSC”) who exchanged their CSC shares for the Company’s common stock pursuant to the offering documents filed with the Securities and Exchange Commission in connection with the April 2017 transaction that formed DXC.

The State of California action had been stayed pending the outcome of the substantially similar federal action filed in the United States District Court for the Northern District of California. The federal action was dismissed with prejudice in December 2021. Thereafter, the state court lifted the stay and entered an order permitting additional briefing by the parties. In March 2022, Plaintiffs filed an amended complaint, which the Company moved to dismiss. In August 2022, the Court granted the Company’s motion to dismiss, but permitted Plaintiffs to amend and refile their complaint. In September 2022, Plaintiffs filed a second amended complaint, which the Company moved to dismiss. In January 2023, the Court issued an order denying the Company’s motion to dismiss the second amended complaint. In March 2023, the Court entered a scheduling order setting a trial date for September 2025. In March 2024, a hearing was held on Plaintiffs’ motion for class certification. In May 2024, the Court entered an order granting Plaintiffs’ motion for class certification. The case is otherwise in discovery.

The Company believes that the final remaining lawsuit described above is also without merit, and intends to vigorously defend it.

Tax Examinations: The Company is under IRS examination in the U.S. on its federal income tax returns for certain fiscal years and is in disagreement with the IRS on certain tax positions, which are currently being contested in the U.S. Tax Court. For more detail, see Note 14 - "Income Taxes" for further information.

OFAC Matter: In August 2022, the Company submitted an initial notification of voluntary self-disclosure to the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) regarding potential violations of U.S. sanctions on Russia. The self-disclosure pertains to the Company’s sale of Luxoft’s Russia business to IBS Holding LLC in April 2022, as part of the Company’s exit from the Russian market following Russia’s invasion of Ukraine. The Company has also submitted an initial notification of voluntary self-disclosure to the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”) regarding potential export control violations in connection with its exit from the Russian market. In August 2023, the Company submitted its Final Report of Voluntary Self-Disclosure to OFAC, and in November 2023, the Company submitted its Final Report of Voluntary Self-Disclosure to BIS. In January 2024, BIS issued a Warning Letter to the Company, in lieu of any penalties, and closed its review of the matter. In March 2024, OFAC issued a Cautionary Letter to the Company, in lieu of any penalties or further enforcement action, and closed its review of the matter. The OFAC and BIS matters are now closed.

TCS Litigation: In April 2019, the Company filed a lawsuit against Tata Consultancy Services Limited and Tata America International Corporation (“TCS”) alleging misappropriation of certain of the Company’s trade secrets. In November 2023, a trial was held in the United States District Court for the Northern District of Texas, and a jury found TCS liable for misappropriating the Company’s trade secrets and awarded the Company $70 million in compensatory damages and $140 million in punitive damages, for a total award of $210 million. The jury verdict is considered advisory and remains subject to the court’s review. A final verdict is expected to be entered after the parties complete post-trial briefing, which the Company estimates will conclude in Q2 FY25. The Company has not recognized any portion of the award in its financial statements and will continue to monitor the progress of the case.

In addition to the matters 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 counterparties and other parties, as well as securities matters, environmental matters, matters concerning the licensing and use of intellectual property, 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. DXC 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.

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Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Pay vs Performance Disclosure
Net income (loss) attributable to CSC common stockholders	$ 91	$ (568)	$ 718

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

Insider Trading Policies and Procedures	12 Months Ended
	Mar. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

In order to make this report easier to read, DXC refers throughout to (i) the Consolidated Financial Statements as the “financial statements,” (ii) the Consolidated Statements of Operations as the “statements of operations,” (iii) the Consolidated Statements of Comprehensive Income (Loss) as the "statements of comprehensive income," (iv) the Consolidated Balance Sheets as the “balance sheets,” and (v) the Consolidated Statements of Cash Flows as the “statements of cash flows.” In addition, references are made throughout to the numbered Notes to the Consolidated Financial Statements (“Notes”) in this Annual Report on Form 10-K.

The accompanying financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission for annual reports and accounting principles generally accepted in the United States ("GAAP"). The financial statements include the accounts of DXC, its consolidated subsidiaries, and those business entities in which DXC maintains a controlling interest. Investments in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Other investments are accounted for by the cost method. Non-controlling interests are presented as a separate component within equity in the balance sheets. Net earnings attributable to the non-controlling interests are presented separately in the statements of operations, and comprehensive (loss) income attributable to non-controlling interests are presented separately in the statements of comprehensive (loss) income. All intercompany transactions and balances have been eliminated.

Use of Estimates

Use of Estimates

The preparation of the financial statements, in accordance with GAAP, requires the Company's management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. The Company bases its estimates on assumptions regarding historical experience, currently available information, and anticipated developments that it believes are reasonable and appropriate. However, because the use of estimates involves an inherent degree of uncertainty, actual results could differ from those estimates. Estimates are used for, but not limited to, contracts accounted for using the percentage-of-completion method, cash flows used in the evaluation of impairment of goodwill and other long-lived assets, reserves for uncertain tax positions, valuation allowances on deferred tax assets, loss accruals for litigation, and obligations related to our pension plans. In the opinion of the Company's management, the accompanying financial statements contain all adjustments necessary, including those of a normal recurring nature, to fairly present the financial statements.

Leases

Leases

The Company determines if an arrangement is or contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether DXC obtains substantially all economic benefits from and has the ability to direct the use of the asset. Operating leases are reported as operating right-of-use ("ROU") assets, net, with the associated liabilities included in current operating lease liabilities and non-current operating lease liabilities in DXC's balance sheets. Finance leases are included in property and equipment, net, and the associated liabilities are included in short-term debt and current maturities of long-term debt and long-term debt, net of current maturities in DXC's balance sheets.

Lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Lease liabilities are recognized at commencement based on the present value of fixed or in-substance fixed lease payments over the lease term. Leased assets are recognized at commencement based on the leased liability plus any lease payments made at or before lease commencement and excluding any lease incentives.

As most of the Company's leases do not provide an implicit rate, DXC uses its incremental borrowing rate based on the information available at commencement to determine the present value of lease payments. The incremental borrowing rate is the rate of interest that DXC would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The rate is dependent on several factors, including the lease term, currency of the lease payments and the Company's credit ratings.

The Company's lease terms may include options to extend or terminate the lease. Leased assets and lease liabilities include these options when it is reasonably certain that they will be exercised. The Company's lease arrangements generally do not contain any residual value guarantees or material restrictive covenants.

Operating lease expense, which includes interest, is recognized on a straight-line basis over the lease term with variable payments, primarily related to the operational costs for the Company's leased real estate for offices, recognized as incurred. Assets obtained under finance leases are recorded as fixed assets and depreciated over the shorter of the depreciable life of the asset or the lease term with interest recognized as it is incurred.

The Company combines lease and non-lease components under its lease agreements.

Revenue Recognition

Revenue Recognition

The Company's primary service offerings are information technology outsourcing, other professional services, or a combination thereof. Revenues are recognized when control of the promised goods or services is transferred to DXC's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

DXC determines revenue recognition through the five-step model as follows:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the identified performance obligations

•Recognition of revenue when, or as, the Company satisfies a performance obligation

DXC's IT outsourcing ("ITO") arrangements typically reflect a single performance obligation that comprises a series of distinct services which are substantially the same and provided over a period of time using the same measure of progress. Revenue derived from these arrangements is recognized over time based upon the level of services delivered in the distinct periods in which they are provided based on time increments. When other parties are involved in providing goods or services as part of our customer arrangements, DXC recognizes revenue on a gross basis as a principal when it controls goods or services before they are transferred to the customer. In addition, the Company reports revenue net of any revenue-based taxes assessed by a governmental authority that are imposed on and concurrent with specific revenue-producing transactions, such as sales taxes and value-added taxes.

DXC's contracts often include upfront fees billed for activities to familiarize DXC with the customers' operations, take control over their administration and operation, and adapt them to DXC's solutions. Upfront fees are generally recognized ratably over the contract period, which approximates the manner in which the services are provided. These activities typically do not qualify as performance obligations, and the related revenues are allocated to the relevant performance obligations and recognized ratably over time as the performance obligation is satisfied during the period in which DXC provides the related service, which is typically the life of the contract. Software transactions that include multiple performance obligations are described below.

For contracts with multiple performance obligations, DXC allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price of each distinct good or service in the contract. Other than software sales involving multiple performance obligations, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts its expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service.

DXC's ITO arrangements may also contain embedded leases for equipment used to fulfill services. A contract with a customer includes an embedded lease when DXC grants the customer a right to control the use of an identified asset for a period of time in exchange for consideration. Embedded leases with customers are typically recognized either as sales type leases in which revenue and cost of sales is recognized upon lease commencement; or they may be recognized as operating leases in which revenue is recognized over the usage period. Where a contract contains an embedded lease, the contract’s transaction price is allocated to the contract performance obligations and the lease component based upon the relative standalone selling price.

The transaction price of a contract is determined based on fixed and variable consideration. Variable consideration related to the Company’s ITO offerings often includes volume-based pricing that is allocated to the distinct days of the services to which the variable consideration pertains. However, in certain cases, estimates of variable consideration, including penalties, contingent milestone payments and rebates are necessary. The Company only includes estimates of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the customer and other similar customers, and the facts and circumstances specific to the arrangement.

Contracts with our customers may be modified over the course of the contract term and we may change the scope, price or both of the existing contracts. Contract modifications are reviewed to determine whether they should be accounted for as part of the original contract, the termination of an existing contract and the creation of a new contract, or as a separate contract. Contract modifications are a separate contract when the modification provides additional goods and services that are distinct and the transaction price is at the standalone selling price. If the contract modification is part of the existing contract, a cumulative adjustment to revenue is recorded. If the contract modification represents the termination of the existing contract and the creation of a new contract, the modified transaction price is allocated to the prospective performance obligations and any embedded lease components. If a contract modification modifies an embedded lease component and the modification is not accounted for as a separate contract, the classification of the lease is reassessed.

The Company generally provides its services under time and materials contracts, unit-price contracts, fixed-price contracts, and software contracts for which revenue is recognized in the following manner:

Time and materials contracts. Revenue is recognized over time at agreed-upon billing rates when services are provided.

Unit-price contracts. Revenue is recognized over time based on unit metrics multiplied by the agreed-upon contract unit price or when services are delivered.

Fixed-price contracts. For certain fixed-price contracts, revenue is recognized over time using a method that measures the extent of progress towards completion of a performance obligation, generally using a cost-input method (referred to as the percentage-of-completion cost-to-cost method). Under the percentage-of-completion cost-to-cost method, revenue is recognized based on the proportion of total cost incurred to estimated total costs at completion. A performance obligation's estimate at completion includes all direct costs such as materials and labor. If output or input measures are not available or cannot be reasonably estimated, revenue is deferred until progress can be measured and costs are not deferred unless they meet the criteria for capitalization. Under the percentage-of-completion cost-to-cost method, progress towards completion is measured based on costs incurred as a proportion of estimated total costs. Profit in a given period is reported at the estimated profit margin to be achieved on the overall contract. If estimated total costs at completion exceed estimated revenue for a contract under the percentage-of-completion cost-to-cost method, the loss is recognized in the quarter it first becomes probable and reasonably estimable.

Software contracts. Certain of DXC's arrangements involve the sale of DXC proprietary software, post-contract customer support, and other software-related services. The standalone selling price generally is determined for each performance obligation using an adjusted market assessment approach based on the price charged where each deliverable is sold separately. In certain limited cases (typically for software licenses) when the historical selling price is highly variable, the residual approach is used. This approach allocates revenue to the performance obligation equal to the difference between the total transaction price and the observable standalone selling prices for the other performance obligations. Revenue from distinct software licenses is recognized at a point in time when the customer can first use the software license. If significant customization is required, software revenue is recognized as the related software customization services are performed in accordance with the percentage-of-completion method described above. Revenue for post-contract customer support and other software services is recognized over time as those services are provided.

Practical Expedients

DXC does not adjust the promised amount of consideration for the effects of a significant financing component when the period between when DXC transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (billed receivables, unbilled receivables and contract assets) and deferred revenue and advance contract payments (contract liabilities) on the Company's balance sheets. In arrangements that contain an element of customized software solutions, amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g. monthly) or upon achievement of certain contractual milestones. Generally, billing occurs subsequent to revenue recognition, sometimes resulting in contract assets if the related billing is conditional upon more than just the passage of time. However, the Company sometimes receives advances or deposits from customers, before revenue is recognized, which results in the generation of contract liabilities. Payment terms vary by type of product or service being provided as well as by customer, although the term between invoicing and when payment is due is generally an insignificant period of time.

Costs to Obtain a Contract

Certain sales commissions earned by the Company's sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The majority of sales commissions are paid based on the achievement of quota-based targets. These costs are deferred and amortized on a straight-line basis over an average period of benefit determined to be five years. The Company determined the period of benefit considering the length of its customer contracts, its technology, and other factors. Some commission payments are not capitalized because they are expensed during the fiscal year as the related revenue is recognized. Capitalized sales commissions costs are classified within other assets and amortized in selling, general and administrative expenses.

Costs to Fulfill a Contract

Certain contract setup costs incurred upon initiation or renewal of an outsourcing contract that generate or enhance resources to be used in satisfying future performance obligations are capitalized when they are deemed recoverable. Judgment is applied to assess whether contract setup costs are capitalizable. Costs that generate or enhance resources often pertain to activities that enhance the capabilities of the services, improve customer experience, and establish a more effective and efficient IT environment. The Company recognizes these transition and transformation contract costs as other assets, which are amortized over the respective contract life.

Pension and Other Benefit Plans

Pension and Other Benefit Plans

The Company accounts for its pension, other post-retirement benefit ("OPEB"), defined contribution and deferred compensation plans using the guidance of ASC 710 "Compensation – General" and ASC 715 "Compensation – Retirement Benefits." The Company recognizes actuarial gains and losses and changes in fair value of plan assets in earnings at the time of plan remeasurement as a component of net periodic benefit expense. Typically plan remeasurement occurs annually during the fourth quarter of each fiscal year. The remaining components of pension and OPEB expense, primarily current period service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

Inherent in the application of the actuarial methods are key assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets, mortality rates, rates of compensation increases, and medical cost trend rates. Company management evaluates these assumptions annually and updates assumptions as necessary. The fair value of assets is determined based on the prevailing market prices or estimated fair value of investments when quoted prices are not available.

Software Development Costs

Software Development Costs

After establishing technological feasibility, and until such time as the software products are available for general release to customers, the Company capitalizes costs incurred to develop commercial software products to be sold, leased or otherwise marketed. Costs incurred to establish technological feasibility are charged to expense as incurred. Enhancements to software products are capitalized where such enhancements extend the life or significantly expand the marketability of the products. Amortization of capitalized software development costs is determined separately for each software product. Annual amortization expense is calculated based on the greater of the ratio of current gross revenues for each product to the total of current and anticipated future gross revenues for the product or the straight-line amortization method over the estimated useful life of the product.

Unamortized capitalized software costs associated with commercial software products are periodically evaluated for impairment on a product-by-product basis by comparing the unamortized balance to the product’s net realizable value. The net realizable value is the estimated future gross revenues from that product reduced by the related estimated future costs. When the unamortized balance exceeds the net realizable value, the unamortized balance is written down to the net realizable value and an impairment charge is recorded.

The Company capitalizes costs incurred to develop internal-use computer software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred in connection with development of upgrades or enhancements that result in additional functionality are also capitalized. Capitalized costs associated with internal-use software are amortized on a straight-line basis over the estimated useful life of the software. Purchased software is capitalized and amortized over the estimated useful life of the software. Internal-use software assets are evaluated for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Share-Based Compensation

Share-Based Compensation

Share-based awards are accounted for under the fair value method. The Company provides different forms of share-based compensation to its employees and non-employee directors. This generally includes restricted stock units ("RSUs"), including performance-based restricted stock units ("PSUs"). The fair value of the awards is determined on the grant date, based on the Company's closing stock price. For awards settled in shares, the Company recognizes compensation expense based on the grant-date fair value net of estimated forfeitures over the vesting period. For awards settled in cash, the Company recognizes compensation expense based on the fair value at each reporting date net of estimated forfeitures.

The Company uses a Monte Carlo simulation model to compute the estimated fair value of PSUs with a market condition. This model includes assumptions regarding term, risk-free interest rates, expected volatility and dividend yields, which are evaluated each time the Company issues an award. The risk-free rate equals the yield, as of the Valuation Date on semi-annual zero-coupon U.S. Treasury rates. The dividend yield assumption is based on the respective fiscal year dividend payouts. Expected volatility is based on a historical approach and the Company considers the performance period of the award.

Goodwill Impairment Analysis

Goodwill Impairment Analysis

The Company tests goodwill for impairment on an annual basis as of the first day of the second fiscal quarter and between annual tests if circumstances change, or if an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has defined its reporting units as its reportable segments. A significant amount of judgment is involved in determining whether an event indicating impairment has occurred between annual testing dates. Such indicators include: a significant decline in the Company's stock price, a significant decline in

expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, the disposal of a significant component of a reporting unit and the testing for recoverability of a significant asset group within a reporting unit.

The Company initially assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment considers all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance, and relevant entity-specific events.

If the Company determines that it is not more likely than not that the carrying amount for a reporting unit is less than its fair value, then subsequent quantitative goodwill impairment testing is not required. If the Company determines that it is more likely than not that the carrying amount for a reporting unit is greater than its fair value, then it proceeds with a subsequent quantitative goodwill impairment test.

The Company has the option to bypass the initial qualitative assessment stage and proceed directly to the quantitative goodwill impairment test. The quantitative goodwill impairment test compares each reporting unit’s fair value to its carrying value. If the reporting unit’s fair value exceeds its carrying value, no further procedures are required. However, if a reporting unit’s fair value is less than its carrying value, then an impairment charge is recorded in the amount of the excess.

When the Company performs the quantitative goodwill impairment test for a reporting unit, it estimates the fair value of the reporting unit using a combination of an income approach and a market approach. The income approach utilizes a discounted cash flow analysis in which the estimated future cash flows and terminal values for each reporting unit are discounted to present value using a discount rate. Cash flow projections are based on management's estimates of economic and market conditions, which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The discount rate is based on the weighted-average cost of capital and may be adjusted for the relevant risks associated with business-specific characteristics and any uncertainty related to a reporting unit’s ability to execute on the projected future cash flows. The market approach estimates fair value by applying performance-metric multiples to the reporting unit's prior and expected operating performance. The multiples are derived from comparable publicly traded companies that have operating and investment characteristics similar to those of the reporting unit. If the fair value of the reporting unit derived using one approach is significantly different from the fair value estimate using the other approach, the Company reevaluates its assumptions used in the two models. Assumptions are modified as considered appropriate under the circumstances until the two models yield similar and reasonable results. The fair values determined by the market approach and income approach, as described above, are weighted to determine the fair value for each reporting unit.

When the Company performs a quantitative goodwill impairment test for its reporting units, it also compares the sum of the reporting units’ fair values to the Company's market capitalization (per-share stock price multiplied by the number of shares outstanding) and calculates an implied control premium representing the excess of the sum of the reporting units’ fair values over the market capitalization. The Company evaluates the reasonableness of the control premium by comparing it to control premiums derived from recent comparable business combinations. If the implied control premium is not supported by market data, the Company adjusts its fair value estimates of the reporting units to a market capitalization supported by relevant market data.

Fair Value

Fair Value

The Company applies fair value accounting for its financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The objective of a fair value measurement is to estimate the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

Assets and liabilities subject to fair value measurement disclosures are required to be classified according to a three-level fair value hierarchy with respect to the inputs used to determine fair value. The level in which an asset or liability is disclosed within the fair value hierarchy is based on the lowest level input that is significant to the related fair value measurement in its entirety. The levels of input are defined as follows:

Level 1:	Quoted prices unadjusted for identical assets or liabilities in an active market.
Level 2:	Quoted prices for similar assets or liabilities in an active market, quoted prices for identical similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3:	Unobservable inputs that reflect the entity's own assumptions which market participants would use in pricing the asset or liability.

The fair value of money market funds, money market deposit accounts, U.S. Treasury bills with less than three months maturity and time deposits, included in cash and cash equivalents, are based on quoted market prices. The fair value of other equity securities, included in other long-term assets, is based on actual market prices. The fair value of contingent consideration, included in other liabilities, is based on contractually defined targets of financial performance in connection with earn outs and other considerations.

The carrying amounts of the Company’s financial instruments with short-term maturities, primarily accounts receivable, accounts payable, short-term debt, and financial liabilities included in other accrued liabilities approximate their market values due to their short-term nature.

Non-financial assets such as goodwill, tangible assets, intangible assets, and other contract related long-lived assets are recorded at fair value in the period they are initially recognized; and such fair value may be adjusted in subsequent periods if an event occurs or circumstances change that indicate that the asset may be impaired. The fair value measurements in such instances would be classified as Level 3 within the fair value hierarchy. There were no significant impairments recorded during the fiscal periods covered by this report.

Receivables

Receivables

The Company records receivables at their face amounts less an allowance for doubtful accounts. Receivables consist of amounts billed and currently due from customers, amounts earned but unbilled (including contracts measured under the percentage-of-completion cost-to-cost method of accounting), amounts retained by the customer until the completion of a specified contract and claims. Unbilled recoverable amounts under contracts in progress generally become billable upon the passage of time, the achievement of project milestones, or upon acceptance by the customer.

Allowances for uncollectible trade receivables are estimated based on a combination of write-off history, aging analysis, any known collectability issues, and certain forward-looking information.

DXC uses receivables securitization facilities or receivables sales facilities in the normal course of business as part of managing its cash flows. The Company accounts for receivables sold under these facilities as a sale of financial assets pursuant to ASC 860 “Transfers and Servicing” and derecognizes these receivables, as well as the related allowances, from its balance sheets. Generally, the fair value of the sold receivables approximates the book value due to the short-term nature and, as a result, no gain or loss on sale of receivables is recorded.

Property and Equipment

Property and Equipment

Property and equipment, which include assets under capital leases, are stated at cost less accumulated depreciation. Depreciation is computed predominantly on a straight-line basis over the estimated useful lives of the assets or the remaining lease term. The estimated useful lives of DXC's property and equipment are as follows:

Buildings	Up to 40 years
Computers and related equipment	4 to 7 years
Furniture and other equipment	3 to 15 years
Leasehold improvements	Shorter of lease term or useful life up to 20 years

Intangible Assets

Intangible Assets

The Company's estimated useful lives for finite-lived intangibles are shown in the table below:

Software	2 to 10 years
Customer related intangibles	Expected customer service life
Acquired contract related intangibles	Contract life and first contract renewal, where applicable

Software is amortized using predominately the straight-line method (see Software Development Costs above). Acquired contract related and customer related intangible assets are amortized in proportion to the estimated undiscounted cash flows projected over the estimated life of the asset or on a straight-line basis if such cash flows cannot be reliably estimated.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets and Assets/Liabilities Held for Sale

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

Long-lived assets such as property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount of such assets to the estimated future net cash flows. If estimated future net cash flows are less than the carrying amount of such assets, an expense is recorded in the amount required to reduce the carrying amount of such assets to fair value. Fair value is determined based on a discounted cash flow approach or, when available and appropriate, comparable market values. Long-lived assets to be disposed of are reported at the lower of their carrying amount or their fair value less costs to sell.

Assets/Liabilities Held for Sale

The Company classifies assets as held for sale in the period when the following conditions are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset (disposal group); (ii) the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal group); (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; (iv) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or

circumstances beyond our control extend the period of time required to sell the asset (disposal group) beyond one year; (v) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period that it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Income Taxes

Income Taxes

The Company uses the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the results of operations in the period that includes the related enactment date.

A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision during the period in which the change occurred. In determining whether a valuation allowance is warranted, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent results of financial operations. The Company recognizes the tax benefit of uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination. Uncertain tax positions are measured based on the probabilities that the uncertain tax position will be realized upon final settlement.

All tax-related cash flows resulting from excess tax benefits related to the settlement of share-based awards are classified as cash flows from operating activities and cash paid by directly withholding shares for tax withholding purposes is classified as a financing activity in the statements of cash flows.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers investments with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of time deposits, money market funds and money market deposit accounts with a number of institutions that have high credit ratings.

Foreign Currency

Foreign Currency

The local currency of the Company's foreign affiliates is generally their functional currency. Accordingly, the assets and liabilities of the foreign affiliates are translated from their respective functional currency to U.S. dollars using fiscal year-end exchange rates, income and expense accounts are translated at the average rates in effect during the fiscal year and equity accounts are translated at historical rates. The resulting translation adjustment is reported in the statements of comprehensive income and recorded as part of accumulated other comprehensive loss.

Derivative Instruments

Derivative Instruments

The Company designates certain derivative instruments as hedges for purposes of hedge accounting, as defined under ASC 815 “Derivatives and Hedging.” For such derivative instruments, the Company documents its risk management objectives and strategy for undertaking hedging transactions, as well as all relationships between hedging and hedged risks. The Company's derivative instruments designated for hedge accounting include interest rate swaps and foreign currency forward and option contracts. Changes in the fair value measurements of these derivative instruments are reflected as adjustments to other comprehensive income (loss) and subsequently reclassified into earnings in the period during which the hedged transactions occurred. Any ineffectiveness or excluded portion of a designated hedge is recognized in earnings.

The Company also has entered into certain net investment hedges. Changes in the fair value of net investment hedges are recorded in the currency translation adjustment section of other comprehensive income (loss) and subsequently reclassified into earnings in the period the hedged item affects earnings. The Company excludes forward points from the effectiveness assessment of its net investment hedges. Changes in fair value of the excluded component are recognized in earnings.

The derivative instruments not designated as hedges for purposes of hedge accounting include total return swaps and certain short-term foreign currency forward contracts. These instruments are recorded at their respective fair values and the change in their value is reported in current period earnings. The Company does not use derivative instruments for trading or speculative purpose. The Company reports the effective portion of its cash flow hedges in the same financial statement line item as changes in the fair value of the hedged item. All cash flows associated with the Company's derivative instruments are classified as operating activities in the statements of cash flows.

New Accounting Pronouncements

New Accounting Pronouncements

During fiscal 2024, the following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board but have not yet been adopted by DXC:

Date Issued and ASU	DXC Effective Date	Description	Impact
November 2023 ASU 2023-07, “Improvements to Reportable Segment Disclosures”	Fiscal 2025	This update requires disclosure of significant segment expenses used by the Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources, disclose the title and position of the CODM and modifies other segment disclosures and the frequency thereof. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact the Company’s segment disclosures, but not its consolidated financial statements.
December 2023 ASU 2023-09, “Improvements to Income Tax Disclosures”	Fiscal 2026	The update requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact our income tax disclosures, but not its consolidated financial statements.

Other recently issued ASUs that have not yet been adopted are not expected to have a material effect on DXC's consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives By Asset

The estimated useful lives of DXC's property and equipment are as follows:

Buildings	Up to 40 years
Computers and related equipment	4 to 7 years
Furniture and other equipment	3 to 15 years
Leasehold improvements	Shorter of lease term or useful life up to 20 years

Schedule of Finite-Lived Intangible Assets

The Company's estimated useful lives for finite-lived intangibles are shown in the table below:

Software	2 to 10 years
Customer related intangibles	Expected customer service life
Acquired contract related intangibles	Contract life and first contract renewal, where applicable

Intangible assets consisted of the following:

	As of March 31, 2024						As of March 31, 2023
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	3,721	$	3,070	$	651	$	4,009	$	3,290	$	719
Customer related intangible assets	3,892		2,588		1,304		3,927		2,260		1,667
Other intangible assets	309		134		175		303		120		183
Total intangible assets	$	7,922	$	5,792	$	2,130	$	8,239	$	5,670	$	2,569

Schedule of Recently Adopted Accounting Pronouncements and New Accounting Pronouncements

During fiscal 2024, the following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board but have not yet been adopted by DXC:

Date Issued and ASU	DXC Effective Date	Description	Impact
November 2023 ASU 2023-07, “Improvements to Reportable Segment Disclosures”	Fiscal 2025	This update requires disclosure of significant segment expenses used by the Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources, disclose the title and position of the CODM and modifies other segment disclosures and the frequency thereof. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact the Company’s segment disclosures, but not its consolidated financial statements.
December 2023 ASU 2023-09, “Improvements to Income Tax Disclosures”	Fiscal 2026	The update requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. Early adoption of this update is permitted.	The Company is in the process of assessing the impacts and method of adoption. This ASU will impact our income tax disclosures, but not its consolidated financial statements.

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Earnings (Loss) Per Share (Tables)

12 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings per Share

The following table reflects the calculation of basic and diluted EPS:

	Fiscal Years Ended
(in millions, except per-share amounts)	March 31, 2024		March 31, 2023		March 31, 2022
Net income (loss) attributable to DXC common shareholders:	$	91	$	(568)	$	718
Common share information:
Weighted average common shares outstanding for basic EPS	195.80		228.99		250.02
Dilutive effect of stock options and equity awards	2.98		—		5.19
Weighted average common shares outstanding for diluted EPS	198.78		228.99		255.21
Earnings (loss) per share:
Basic	$	0.46	$	(2.48)	$	2.87
Diluted	$	0.46	$	(2.48)	$	2.81

Schedule of Antidilutive Securities

The following table reflects awards excluded:

	Fiscal Years Ended
	March 31, 2024	March 31, 2023	March 31, 2022
Stock Options	953,126	523,969	510,933
RSUs	1,137,403	3,242,461	6,500
PSUs	37,504	3,380,812	37,821

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Receivables (Tables)

12 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Summary of Transfer of Assets Accounted for as Sales, Deferred Purchase Price

Receivables, net of allowance for doubtful accounts consist of the following:

	As of
(in millions)	March 31, 2024		March 31, 2023
Billed trade receivables	$	1,433	$	1,530
Unbilled receivables	1,124		1,105
Other receivables	696		806
Total	$	3,253	$	3,441

Summary of Allowance for Doubtful Accounts for Trade Accounts Receivable

The following table presents the change in balance for the allowance for doubtful accounts:

	As of and for Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Beginning balance	$	47	$	55
Provisions for losses on accounts receivable	—		(1)
Other adjustments to allowance and write-offs	(12)		(7)
Ending balance	$	35	$	47

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Leases (Tables)

12 Months Ended

Mar. 31, 2024

Leases [Abstract]

Components of Lease Expense and Supplemental Cash Flow Information Related to Leases

The components of operating lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Operating lease cost	$	353	$	404	$	484
Short-term lease cost	28		35		40
Variable lease cost	61		73		73
Sublease income	(19)		(18)		(32)
Total operating costs	$	423	$	494	$	565

Cash payments made for variable lease costs and short-term leases are not included in the measurement of operating lease liabilities, and as such, are excluded from the supplemental cash flow information stated below.

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	353	$	404	$	484
ROU assets obtained in exchange for operating lease liabilities(1)	$	175	$	227	$	279

(1) There were $880 million, $1,142 million, and $1,085 million in modifications and terminations in fiscal 2024, 2023, and 2022, respectively. See Note 17 – "Cash Flows” for further information on non-cash activities affecting cash flows.

The components of finance lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Finance lease cost:
Amortization of right-of-use assets	$	137	$	218	$	346
Interest on lease liabilities	15		17		27
Total finance lease cost	$	152	$	235	$	373

The following table provides supplemental cash flow information related to the Company’s finance leases:

	For the Fiscal Year Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Interest paid for finance lease liabilities – Operating cash flows	$	15	$	17	$	27
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	240		315		501
Total cash paid in the measurement of finance lease obligations	$	255	$	332	$	528
Capital expenditures through finance lease obligations(1)	$	105	$	102	$	233

(1) See Note 17 – ”Cash Flows” for further information on non-cash activities affecting cash flows.

Supplemental Balance Sheet Information Related to Leases

The following table presents operating lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU operating lease assets	Operating right-of-use assets, net	$	731	$	909
Operating lease liabilities	Current operating lease liabilities	$	282	$	317
Operating lease liabilities	Non-current operating lease liabilities	497		648
Total operating lease liabilities		$	779	$	965

The following table presents finance lease balances:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
ROU finance lease assets	Property and Equipment, net	$	264	$	424
Finance lease	Short-term debt and current maturities of long-term debt	$	178	$	215
Finance lease	Long-term debt, net of current maturities	242		287
Total finance lease liabilities(1)		$	420	$	502

(1) See Note 10 – “Debt” for further information on finance lease liabilities.

Maturities of Lease Liabilities

The following maturity analysis presents expected undiscounted cash payments for operating leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	305	$	208	$	127	$	102	$	62	$	51	$	855
Less: imputed interest													(76)
Total operating lease liabilities													$	779

Maturities of Lease Liabilities

The following maturity analysis presents expected undiscounted cash payments for finance leases as of March 31, 2024:

	Fiscal Year
(in millions)	2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	187	$	128	$	81	$	38	$	12	$	—	$	446
Less: imputed interest													(26)
Total finance lease liabilities													$	420

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Derivative Instruments (Tables)

12 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Foreign Currency Forward Contracts

The following table presents the foreign currency (gain) loss to Other expense (income), net:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Foreign currency remeasurement (1)	$	18	$	12	$	(39)
Undesignated foreign currency forward contracts (2)	(25)		(27)		52
Total - Foreign currency (gain) loss	$	(7)	$	(15)	$	13

(1) Movements from exchange rates on the Company’s foreign currency-denominated assets and liabilities.

(2) Movements from hedges used to manage the Company’s foreign currency remeasurement exposure, and the associated costs of the hedging program.

Schedule of Derivative Instruments

The following tables present the fair values of derivative instruments included in the balance sheets:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
Derivatives designated for hedge accounting:
Foreign currency forward contracts	Other current assets	$	6	$	6
	Accrued expenses and other current liabilities	$	3	$	13
Derivatives not designated for hedge accounting:
Foreign currency forward contracts	Other current assets	$	16	$	15
	Accrued expenses and other current liabilities	$	12	$	16

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Property and Equipment (Tables)

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following:

	As of
(in millions)	March 31, 2024		March 31, 2023
Property and equipment — gross:
Land, buildings and leasehold improvements	$	1,917	$	1,949
Computers and related equipment	3,142		3,945
Furniture and other equipment	118		185
Construction in progress	9		11
	5,186		6,090
Less: accumulated depreciation	3,515		4,111
Property and equipment, net	$	1,671	$	1,979

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Intangible Assets (Tables)

12 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Amortizable Intangible Assets

The Company's estimated useful lives for finite-lived intangibles are shown in the table below:

Software	2 to 10 years
Customer related intangibles	Expected customer service life
Acquired contract related intangibles	Contract life and first contract renewal, where applicable

Intangible assets consisted of the following:

	As of March 31, 2024						As of March 31, 2023
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	3,721	$	3,070	$	651	$	4,009	$	3,290	$	719
Customer related intangible assets	3,892		2,588		1,304		3,927		2,260		1,667
Other intangible assets	309		134		175		303		120		183
Total intangible assets	$	7,922	$	5,792	$	2,130	$	8,239	$	5,670	$	2,569

Schedule of Components of Amortization Expense

The components of amortization expense were as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Intangible asset amortization	$	759	$	796	$	865
Transition and transformation contract cost amortization(1)	212		204		227
Total amortization expense	$	971	$	1,000	$	1,092

        

(1)Transition and transformation contract costs are included within other assets on the balance sheet.

Estimated Future Amortization of Intangible Assets

Estimated future amortization as of March 31, 2024 is as follows:

Fiscal Year	(in millions)
2025	$	695
2026	608
2027	417
2028	182
2029	91
Thereafter	137
Total	$	2,130

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Goodwill (Tables)

12 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the Carrying Amount of Goodwill by Segment

The following tables summarize the changes in the carrying amounts of goodwill, by segment, for the fiscal years ended March 31, 2024 and March 31, 2023, respectively:

(in millions)	GBS		GIS		Total
Balance as of March 31, 2023, net	$	539	$	—	$	539
Divestitures	(3)		—		(3)
Foreign currency translation	(4)		—		(4)
Balance as of March 31, 2024, net	$	532	$	—	$	532
Goodwill, gross	5,022		5,066		10,088
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of March 31, 2024, net	$	532	$	—	$	532

(in millions)	GBS		GIS		Total
Balance as of March 31, 2022, net	$	617	$	—	$	617
Divestitures	(60)		—		(60)
Foreign currency translation	(18)		—		(18)
Balance as of March 31, 2023, net	$	539	$	—	$	539
Goodwill, gross	5,029		5,066		10,095
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of March 31, 2023, net	$	539	$	—	$	539

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Debt (Tables)

12 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

The following is a summary of the Company's debt:

			As of
(in millions)	Interest Rates	Fiscal Year Maturities	March 31, 2024(1)		March 31, 2023(1)
Short-term debt and current maturities of long-term debt
Commercial paper(2)	0.00%	2024	$	—	$	109
Current maturities of long-term debt	Various	2025	93		176
Current maturities of finance lease liabilities	0.01% - 14.59%	2025	178		215
Short-term debt and current maturities of long-term debt			$	271	$	500
Long-term debt, net of current maturities
€650 million Senior notes	1.75%	2026	700		704
$700 million Senior notes	1.80%	2027	697		696
€750 million Senior notes	0.45%	2028	806		810
$650 million Senior notes	2.375%	2029	646		645
€600 million Senior notes	0.95%	2032	643		646
Finance lease liabilities	0.01% - 14.59%	2025 - 2029	420		502
Borrowings for assets acquired under long-term financing	0.00% - 9.78%	2025 - 2029	177		285
Other borrowings	Various	2024	—		3
Long-term debt			4,089		4,291
Less: current maturities			271		391
Long-term debt, net of current maturities			$	3,818	$	3,900

        

(1)The carrying amounts of the senior notes as of March 31, 2024 and March 31, 2023, include the remaining principal outstanding of $3,509 million and $3,523 million, respectively, net of total unamortized debt (discounts) and premiums, and deferred debt issuance costs of $17 million and $22 million, respectively.

(2) At DXC's option, DXC can borrow up to a maximum of €1 billion or its equivalent in £ and $.

Schedule of Long Term Debt Expected Maturities

Expected maturities of long-term debt, including borrowings for asset financing but excluding minimum capital lease payments, for fiscal years subsequent to March 31, 2024, are as follows:

Fiscal Year	(in millions)
2025	$	93
2026	749
2027	720
2028	812
2029	649
Thereafter	646
Total	$	3,669

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Revenue (Tables)

12 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Summary of Revenue Disaggregated by Geography

The following table presents DXC's revenues disaggregated by geography, based on the location of incorporation of the DXC entity providing the related goods or services:

	Twelve Months Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
United States	$	3,909	$	4,320	$	4,775
United Kingdom	1,881		1,883		2,295
Other Europe	4,267		4,429		5,117
Australia	1,261		1,449		1,549
Other International	2,349		2,349		2,529
Total Revenues	$	13,667	$	14,430	$	16,265

Summary of Contract Assets and Liabilities

The following table provides information about the balances of the Company's trade receivables and contract assets and contract liabilities:

		As of
(in millions)	Balance Sheet Line Item	March 31, 2024		March 31, 2023
Trade receivables, net	Receivables and contract assets, net of allowance for doubtful accounts	$	2,195	$	2,269
Contract assets	Receivables and contract assets, net of allowance for doubtful accounts	$	362	$	366
Contract liabilities	Deferred revenue and advance contract payments and Non-current deferred revenue	$	1,537	$	1,842

Change in contract liabilities were as follows:

(in millions)	Twelve Months Ended March 31, 2024		Twelve Months Ended March 31, 2023
Balance, beginning of period	$	1,842	$	1,915
Deferred revenue	1,845		2,351
Recognition of deferred revenue	(2,081)		(2,303)
Currency translation adjustment	(3)		(70)
Other	(66)		(51)
Balance, end of period	$	1,537	$	1,842

Summary of Capitalized Contract Costs

The following tables provides information about the Company’s capitalized costs to obtain and fulfill a contract:

	As of
(in millions)	March 31, 2024		March 31, 2023
Capitalized sales commission costs(1)	$	89	$	125
Transition and transformation contract costs, net(2)	$	751	$	778

Amortization expense of capitalized sales commission and transition and transformation contract costs were as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Capitalized sales commission costs amortization(1)	$	61	$	76	$	85
Transition and transformation contract cost amortization(2)	$	212	$	204	$	227

(1)Capitalized sales commission costs are included within other assets in the accompanying balance sheets and amortization expense related to the capitalized sales commission assets are included in selling, general, and administrative expenses in the accompanying statements of operations.

(2)Transition and transformation contract costs, net reflect the Company’s setup costs incurred upon initiation of an outsourcing contract and are included within other assets in the accompanying balance sheets and amortization expense are included within depreciation and amortization in the accompanying statements of operations.

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Restructuring Costs (Tables)

12 Months Ended

Mar. 31, 2024

Restructuring Costs [Abstract]

Schedule of Restructuring Expense

The composition of restructuring liabilities by financial statement line items is as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Accrued expenses and other current liabilities	$	40	$	105
Other long-term liabilities	11		22
Total	$	51	$	127

Schedule of Restructuring Activities

Restructuring activities, summarized by plan year, were as follows:

	Restructuring Liability as of March 31, 2023		Costs Expensed, Net of Reversals		Costs Not Affecting Restructuring Liability(1)		Cash Paid		Other(2)		Restructuring Liability as of March 31, 2024
Fiscal 2024 Plan
Workforce Reductions	$	—	$	24	$	—	$	(16)	$	—	$	8
Facilities Costs	—		53		(40)		(8)		(3)		2
	—		$	77	(40)		(24)		(3)		10
Fiscal 2023 Plan
Workforce Reductions	$	79	$	—	$	—	$	(62)	$	—	$	17
Facilities Costs	1		24		(13)		(12)		—		—
	80		24		(13)		(74)		—		17
Other Prior Year and Acquired Plans
Workforce Reductions	$	45	$	(1)	$	—	$	(21)	$	—	$	23
Facilities Costs	2		11		(1)		(11)		—		1
	47		10		(1)		(32)		—		24
Total	$	127	$	111	$	(54)	$	(130)	$	(3)	$	51

(1) Pension benefit augmentations recorded as pension liabilities, asset impairments and restructuring costs associated with right-of-use assets.

(2) Foreign currency translation adjustments.

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Pension and Other Benefit Plans (Tables)

12 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Schedule of Defined Benefit Plans Disclosures

Projected Benefit Obligations

	As of
(in millions)	March 31, 2024		March 31, 2023
Projected benefit obligation at beginning of year	$	6,937	$	10,862
Service cost	53		73
Interest cost	307		254
Plan participants’ contributions	21		27
Amendments	6		3
Business/contract acquisitions/divestitures	4		(84)
Settlement/curtailment	(268)		(1,102)
Actuarial loss (gain)	67		(2,083)
Benefits paid	(292)		(330)
Foreign currency exchange rate changes	98		(678)
Other	(18)		(5)
Projected benefit obligation at end of year	$	6,915	$	6,937

The following table summarizes the weighted average rates used in the determination of the Company’s benefit obligations:

	Fiscal Years Ended
	March 31, 2024		March 31, 2023
Discount rate	4.4	%	4.5	%
Rates of increase in compensation levels	2.4	%	2.8	%
Interest Crediting Rate	2.7	%	4.5	%

Fair Value of Plan Assets and Funded Status

	As of
(in millions)	March 31, 2024		March 31, 2023
Fair value of plan assets at beginning of year	$	7,636	$	12,952
Actual return on plan assets	67		(3,038)
Employer contribution	49		79
Plan participants’ contributions	21		27
Benefits paid	(292)		(330)
Business/contract acquisitions/divestitures	—		(93)
Contractual termination benefits	1		10
Plan settlement	(265)		(1,102)
Foreign currency exchange rate changes	118		(848)
Other	(17)		(21)
Fair value of plan assets at end of year	$	7,318	$	7,636
Funded status at end of year	$	403	$	699

Selected Information

	As of
(in millions)	March 31, 2024		March 31, 2023
Other assets	$	874	$	1,203
Accrued expenses and other current liabilities	(34)		(26)
Non-current pension obligations	(423)		(463)
Other long-term liabilities - OPEB	(14)		(15)
Net amount recorded	$	403	$	699
Accumulated benefit obligation	$	6,842	$	6,858

	Benefit Plans with Projected Benefit Obligation in Excess of Plan Assets				Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets
(in millions)	March 31, 2024		March 31, 2023		March 31, 2024		March 31, 2023
Projected benefit obligation	$	1,113	$	1,480	$	777	$	1,208
Accumulated benefit obligation	$	1,047	$	1,411	$	744	$	1,170
Fair value of plan assets	$	646	$	976	$	327	$	718

Net Periodic Pension Cost

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Service cost	$	53	$	73	$	88
Interest cost	307		254		203
Expected return on assets	(446)		(498)		(581)
Amortization of prior service credit	(6)		(7)		(8)
Contractual termination benefit	—		—		4
Subtotal	(92)		(178)		(294)
Settlement/curtailment (gain) loss	(2)		361		(20)
Recognition of actuarial loss (gain)	447		1,070		(664)
Net periodic pension expense (income)	$	353	$	1,253	$	(978)

The weighted-average rates used to determine net periodic pension cost were:

	Fiscal Years Ended
	March 31, 2024		March 31, 2023		March 31, 2022
Discount or settlement rates	4.5	%	2.7	%	2.0	%
Expected long-term rates of return on assets	6.0	%	4.3	%	4.4	%
Rates of increase in compensation levels	2.8	%	2.9	%	2.5	%
Interest Crediting Rate	4.5	%	4.0	%	4.0	%

Estimated Future Contributions and Benefits Payments

(in millions)
Employer contributions:
2025	$	33
Benefit Payments:
2025	$	338
2026	327
2027	338
2028	351
2029	359
2029 and thereafter	1,932
Total	$	3,645

Schedule of Amounts Recognized in Accumulated Other Comprehensive Loss

The following is a summary of amounts in accumulated other comprehensive loss, before tax effects:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Prior service credit	$	(176)	$	(188)

Schedule of Fair Value of Financial Assets for Pension and Postretirement Benefits

The tables below set forth the fair value of plan assets by asset category within the fair value hierarchy:

		As of March 31, 2024
(in millions)		Level 1		Level 2		Level 3		Total
Equity:
	Global/International Equity commingled funds	$	21	$	662	$	—	$	683
	U.S./North American Equity commingled funds	5		—		—		5
Fixed Income:
	Non-U.S. Government funds	—		29		—		29
	Fixed income commingled funds	1		205		12		218
	Fixed income mutual funds	—		—		—		—
	Corporate bonds	—		3,678		91		3,769
Alternatives:
	Other Alternatives (1)	—		943		1,018		1,961
	Hedge Funds(2)	—		8		48		56
Other Assets		28		26		60		114
Insurance contracts		—		91		—		91
Cash and cash equivalents		347		45		—		392
Totals		$	402	$	5,687	$	1,229	$	7,318

		As of March 31, 2023
(in millions)		Level 1		Level 2		Level 3		Total
Equity:
	Global/International Equity commingled funds	$	18	$	756	$	—	$	774
	U.S./North American Equity commingled funds	5		—		—		5
Fixed Income:
	Non-U.S. Government funds	—		24		—		24
	Fixed income commingled funds	2		67		12		81
	Fixed income mutual funds	—		2		—		2
	Corporate bonds	682		2,934		1		3,617
Alternatives:
	Other Alternatives (1)	—		1,191		1,095		2,286
	Hedge Funds(2)	—		17		34		51
Other Assets		7		84		59		150
Insurance contracts		—		331		—		331
Cash and cash equivalents		305		10		—		315
Totals		$	1,019	$	5,416	$	1,201	$	7,636

        

(1) Represents real estate and other commingled funds consisting mainly of equities, bonds, or commodities.

(2) Represents investments in diversified fund of hedge funds.

Changes in fair value measurements of level 3 investments for the defined benefit plans were as follows:

(in millions)
Balance as of March 31, 2022	$	1,648
Actual return on plan assets held at the reporting date	83
Purchases, sales and settlements	(430)
Transfers in and / or out of Level 3	—
Changes due to exchange rates	(100)
Balance as of March 31, 2023	1,201
Actual return on plan assets held at the reporting date	14
Purchases, sales and settlements	(18)
Transfers in and / or out of Level 3	—
Changes due to exchange rates	32
Balance as of March 31, 2024	$	1,229

Plan Asset Allocations

	As of
Asset Category	March 31, 2024		March 31, 2023
Equity securities	9	%	10	%
Debt securities	55	%	49	%
Alternatives	29	%	35	%
Cash and other	7	%	6	%
Total	100	%	100	%

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Income Taxes (Tables)

12 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Sources of Income Before Income Taxes Classified Between Domestic And Foreign Entities

The sources of (loss) income from continuing operations, before income taxes, classified between domestic entities and those entities domiciled outside of the United States, are as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Domestic entities	$	53	$	(206)	$	(566)
Entities outside the United States	56		(679)		1,707
Total	$	109	$	(885)	$	1,141

Components of Income Tax Provision

The income tax expense (benefit) on income (loss) from continuing operations is comprised of:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Current:
Federal	$	94	$	96	$	(118)
State	57		39		(17)
Foreign	288		155		285
	439		290		150
Deferred:
Federal	(186)		(192)		9
State	(38)		(47)		(9)
Foreign	(192)		(370)		255
	(416)		(609)		255
Total income tax (benefit) expense	$	23	$	(319)	$	405

Federal Statutory Tax Rate To Effective Tax Rate Reconciliation

The major elements contributing to the difference between the U.S. federal statutory tax rate and the effective tax rate ("ETR") for continuing operations is below.

	Fiscal Years Ended
	March 31, 2024		March 31, 2023		March 31, 2022
Statutory rate	21.0	%	(21.0)	%	21.0	%
State income tax, net of federal tax	3.7		(1.4)		(6.9)
Foreign tax rate differential	(152.3)		(2.3)		151.1
Change in valuation allowances	146.8		(1.3)		(140.9)
Income tax and foreign tax credits	(92.7)		(8.0)		(15.2)
Change in uncertain tax positions	—		1.2		6.8
Withholding taxes	58.7		3.5		6.2
U.S. tax on foreign income	35.8		5.8		2.5
Excess tax benefit or expense for stock compensation	(0.9)		0.6		0.1
Capitalized transaction costs	0.9		0.2		0.2
Base erosion and transition taxes	(26.6)		(9.1)		6.6
Impact of business divestitures	(5.5)		(7.6)		3.0
Indemnification costs	3.7		1.2		—
Tax audits	22.0		—		—
Other items, net	6.5		2.2		1.0
Effective tax rate	21.1	%	(36.0)	%	35.5	%

Components of Deferred Tax Assets and Liabilities

The deferred tax assets (liabilities) were as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Deferred tax assets
Tax loss/credit carryforwards	2,535		2,327
Accrued interest	24		18
Operating lease liabilities	172		219
Contract accounting	127		135
Depreciation and amortization	129		—
Other assets	298		272
Total deferred tax assets	3,285		2,971
Valuation allowance	(2,264)		(2,064)
Net deferred tax assets	1,021		907
Deferred tax liabilities
Depreciation and amortization	—		(98)
Operating right-of-use asset	(161)		(208)
Investment basis differences	(13)		(8)
Employee benefits	(7)		(103)
Other liabilities	(166)		(198)
Total deferred tax liabilities	(347)		(615)
Total net deferred tax assets (liabilities)	$	674	$	292

Schedule of Deferred Tax Assets and Liabilities

Income tax related assets are included in the accompanying balance sheets as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Current:
Income tax receivables and prepaid taxes	$	44	$	60
	$	44	$	60
Non-current:
Income taxes receivable and prepaid taxes	$	258	$	192
Deferred tax assets	804		460
	$	1,062	$	652
Total	$	1,106	$	712

Income tax related liabilities are included in the accompanying balance sheet as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
Current:
Liability for uncertain tax positions	$	—	$	(1)
Income taxes payable	(134)		(119)
	$	(134)	$	(120)
Non-current:
Deferred taxes	(130)		(168)
Income taxes payable	(32)		(16)
Liability for uncertain tax positions	(394)		(403)
	$	(556)	$	(587)
Total	$	(690)	$	(707)

Summary of Operating Loss Carryforwards

The following table provides information on the Company's various tax carryforwards:

	As of March 31, 2024							As of March 31, 2023
(in millions)	Total		With No Expiration		With Expiration		Expiration Dates Through	Total		With No Expiration		With Expiration		Expiration Dates Through
Net operating loss carryforwards
Federal	$	62	$	62	$	—	N/A	$	70	$	70	$	—	N/A
State	$	387	$	191	$	196	2044	$	463	$	217	$	246	2043
Foreign	$	10,211	$	5,359	$	4,852	2041	$	9,164	$	5,370	$	3,794	2040
Tax credit carryforwards
Federal	$	3	$	—	$	3	2044	$	19	$	—	$	19	2043
State	$	5	$	—	$	5	2034	$	4	$	—	$	4	2037
Foreign	$	2	$	—	$	2	2037	$	—	$	—	$	—	N/A
Capital loss carryforwards
Federal	$	42	$	42	$	—	N/A	$	42	$	42	$	—	N/A
State	$	46	$	46	$	—	N/A	$	46	$	46	$	—	N/A
Foreign	$	30	$	30	$	—	N/A	$	199	$	199	$	—	N/A

Summary of Tax Credit Carryforwards

The following table provides information on the Company's various tax carryforwards:

	As of March 31, 2024							As of March 31, 2023
(in millions)	Total		With No Expiration		With Expiration		Expiration Dates Through	Total		With No Expiration		With Expiration		Expiration Dates Through
Net operating loss carryforwards
Federal	$	62	$	62	$	—	N/A	$	70	$	70	$	—	N/A
State	$	387	$	191	$	196	2044	$	463	$	217	$	246	2043
Foreign	$	10,211	$	5,359	$	4,852	2041	$	9,164	$	5,370	$	3,794	2040
Tax credit carryforwards
Federal	$	3	$	—	$	3	2044	$	19	$	—	$	19	2043
State	$	5	$	—	$	5	2034	$	4	$	—	$	4	2037
Foreign	$	2	$	—	$	2	2037	$	—	$	—	$	—	N/A
Capital loss carryforwards
Federal	$	42	$	42	$	—	N/A	$	42	$	42	$	—	N/A
State	$	46	$	46	$	—	N/A	$	46	$	46	$	—	N/A
Foreign	$	30	$	30	$	—	N/A	$	199	$	199	$	—	N/A

Liabilities For Uncertain Tax Positions

In accordance with ASC 740, the Company’s liability for uncertain tax positions was as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023
Tax	$	361	$	399
Interest	103		79
Penalties	4		18
Reduction of receivables	(72)		(91)
Net of tax attributes	(2)		(1)
Total	$	394	$	404

Summary of Income Tax Contingencies

The following table summarizes the activity related to the Company’s uncertain tax positions (excluding interest and penalties and related tax attributes):

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Balance at beginning of fiscal year	$	399	$	422	$	354
Gross increases related to prior year tax positions	14		31		61
Gross decreases related to prior year tax positions	(55)		(17)		(16)
Gross increases related to current year tax positions	8		8		93
Settlements and statute of limitation expirations	(5)		(43)		(33)
Acquisitions and dispositions	—		—		(36)
Foreign exchange and others	—		(2)		(1)
Balance at end of fiscal year	$	361	$	399	$	422

Tax Examination Status

A summary of the tax years that remain subject to examination in certain of the Company’s major tax jurisdictions are:

Jurisdiction:	Tax Years that Remain Subject to Examination (Fiscal Year Ending):
Australia	2020 and forward
United States – Federal	2009 and forward
United States – Various States	2009 and forward
Canada	2010 and forward
France	2019 and forward
Germany	2010 and forward
India	2001 and forward
U.K.	2018 and forward

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Stockholders' Equity (Tables)

12 Months Ended

Mar. 31, 2024

Equity [Abstract]

Summary of Class of Treasury Stock

The details of shares repurchased during fiscal 2024, 2023 and 2022 are shown below:

Fiscal Year	Number of shares repurchased	Average Price Per Share	Amount (In millions)
2024
Open market purchases	38,444,830	$22.98	$	883
2024 Total	38,444,830	$22.98	$	883
2023
Open market purchases	24,436,738	$27.78	$	679
2023 Total	24,436,738	$27.78	$	679
2022
Open market purchases	18,818,934	$33.67	$	634
2022 Total	18,818,934	$33.67	$	634

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table shows the changes in accumulated other comprehensive loss, net of taxes:

(in millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Pension and Other Post-retirement Benefit Plans		Accumulated Other Comprehensive Loss
Balance at March 31, 2021	$	(554)	$	(1)	$	253	$	(302)
Current-period other comprehensive (loss) income	(11)		17		—		6
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes(1)	(86)		(6)		3		(89)
Balance at March 31, 2022	$	(651)	$	10	$	256	$	(385)
Current-period other comprehensive (loss) income	(334)		(6)		—		(340)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		(11)		(38)		(49)
Balance at March 31, 2023	$	(985)	$	(7)	$	218	$	(774)
Current-period other comprehensive (loss) income	46		—		—		46
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		7		(11)		(4)
Balance at March 31, 2024	$	(939)	$	—	$	207	$	(732)

(1)Includes net cumulative foreign currency translation losses of $86 million upon sale of foreign entities primarily related to the HPS business divestiture. See Note 2 – “Divestitures” for additional information.

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Stock Incentive Plans (Tables)

12 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Shares Authorized Under Stock Option Plan

The Board has reserved for issuance shares of DXC common stock, par value $0.01 per share, under each of the plans as detailed below:

	As of March 31, 2024
	Reserved for issuance	Available for future grants
DXC Employee Equity Plan	51,200,000	24,212,597
DXC Director Equity Plan	745,000	166,852
Total	51,945,000	24,379,449

	As of March 31, 2024
	Options Outstanding				Options Exercisable
Range of Option Exercise Price	Number Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Number Exercisable	Weighted Average Exercise Price
$17.33 - $24.47	47,666	$	23.43	0.22	47,666	$	23.43
$25.14 - $41.92	475,841	$	26.73	0.97	475,841	$	26.73
$42.59 - $53.41	421,552	$	43.95	1.72	421,552	$	43.95
	945,059				945,059

Schedule of Employee Service Share-based Compensation

The Company recognized share-based compensation expense for fiscal 2024, 2023 and 2022 as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Total share-based compensation cost	$	109	$	108	$	101
Related income tax benefit	$	16	$	18	$	14
Total intrinsic value of options exercised	$	—	$	1	$	8
Tax benefits from exercised stock options and awards	$	14	$	12	$	17

Schedule of Shares Outstanding

Information concerning stock options granted under stock incentive plans was as follows:

	Number of Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of March 31, 2021	1,675,580	$	30.43	3.61	$	8
Granted	—	$	—
Exercised	(510,294)	$	23.27		$	8
Canceled/Forfeited	—	$	—
Expired	(53,899)	$	35.57
Outstanding as of March 31, 2022	1,111,387	$	33.47	3.01	$	5
Granted	—	$	—
Exercised	(69,855)	$	20.03		$	1
Canceled/Forfeited	—	$	—
Expired	(48,829)	$	44.10
Outstanding as of March 31, 2023	992,703	$	33.89	2.20	$	—
Granted	—	$	—
Exercised	(15,278)	$	18.79
Canceled/Forfeited	—	$	—
Expired	(32,366)	$	30.75
Outstanding and exercisable as of March 31, 2024	945,059	$	34.25	1.27	$	—

Information concerning RSUs and PSUs granted under the stock incentive plans was as follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2021	8,326,220	$	28.98
Granted	2,972,253	$	50.87
Released/Issued	(2,141,180)	$	34.12
Canceled/Forfeited	(1,680,167)	$	34.93
Outstanding as of March 31, 2022	7,477,126	$	35.89
Granted	3,404,395	$	38.08
Released/Issued	(2,252,627)	$	33.10
Canceled/Forfeited	(1,179,515)	$	36.34
Outstanding as of March 31, 2023	7,449,379	$	37.11
Granted	6,033,909	$	24.73
Released/Issued	(4,066,367)	$	23.71
Canceled/Forfeited	(1,105,628)	$	40.20
Outstanding as of March 31, 2024	8,311,293	$	33.97

Information concerning RSUs granted to non-employee directors was as follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2021	184,660	$	28.42
Granted	74,300	$	35.18
Released/Issued	(102,238)	$	21.43
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2022	156,722	$	36.18
Granted	66,100	$	31.29
Released/Issued	(75,335)	$	32.62
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2023	147,487	$	35.80
Granted	135,457	$	19.52
Released/Issued	(69,189)	$	31.68
Canceled/Forfeited	—	$	—
Outstanding as of March 31, 2024	213,755	$	26.82

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Cash Flows (Tables)

12 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash Payments for Interest on Indebtedness and for Income Taxes

Cash payments for interest on indebtedness and income taxes and other select non-cash activities are as follows:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Cash paid for:
Interest	$	286	$	188	$	227
Taxes on income, net of refunds(1)	$	434	$	408	$	394
Non-cash activities:
Operating:
ROU assets obtained in exchange for lease, net(2)	$	175	$	227	$	279
Prepaid assets acquired under long-term financing	$	46	$	106	$	107
Investing:
Capital expenditures in accounts payable and accrued expenses	$	67	$	5	$	9
Capital expenditures through finance lease obligations	$	105	$	102	$	233
Assets acquired under long-term financing	$	34	$	25	$	44
Financing:
Shares repurchased but not settled in cash(3)	$	10	$	20	$	6

(1) Income tax refunds were $38 million, $43 million, and $54 million for fiscal 2024, 2023, and 2022, respectively.

(2)There were $880 million, $1,142 million, and $1,085 million in modifications and terminations in fiscal 2024, 2023, and 2022, respectively.

(3)On August 16, 2022, the U.S. government enacted the IRA into law. The IRA imposes a 1% excise tax on share repurchases completed after December 31, 2022. In our cash flow statement we reflect the excise tax as a financing activity relating to the repurchase of common stock.

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Other Expense (Income), Net (Tables)

12 Months Ended

Mar. 31, 2024

Other Income and Expenses [Abstract]

Schedule of Other Expense (Income), Net

The following table summarizes components of other expense (income), net:

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Non-service cost components of net periodic pension (income) expense	$	(145)	$	(251)	$	(382)
Pension and OPEB actuarial and settlement losses (gains)	445		1,431		(684)
Foreign currency (gain) loss	(7)		(15)		13
Gain on sale of assets	(40)		(90)		(88)
Other (gain) loss	(35)		9		60
Total	$	218	$	1,084	$	(1,081)

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Segment and Geographic Information (Tables)

12 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Operating Results by Reportable Segment

The following table summarizes operating results regularly provided to the CODM by reportable segment and a reconciliation to the financial statements:

(in millions)	GBS		GIS		Total Reportable Segments		All Other		Totals
Fiscal Year Ended March 31, 2024
Revenues	$	6,820	$	6,847	$	13,667	$	—	$	13,667
Segment Profit	$	835	$	437	$	1,272	$	(256)	$	1,016
Depreciation and amortization (1)	$	186	$	759	$	945	$	105	$	1,050
Fiscal Year Ended March 31, 2023
Revenues	$	6,960	$	7,470	$	14,430	$	—	$	14,430
Segment Profit	$	912	$	507	$	1,419	$	(262)	$	1,157
Depreciation and amortization (1)	$	165	$	853	$	1,018	$	99	$	1,117
Fiscal Year Ended March 31, 2022
Revenues	$	7,598	$	8,667	$	16,265	$	—	$	16,265
Segment Profit	$	1,160	$	475	$	1,635	$	(260)	$	1,375
Depreciation and amortization (1)	$	180	$	991	$	1,171	$	112	$	1,283

(1) Depreciation and amortization as presented excludes amortization of acquired intangible assets of $354 million, $402 million, and $434 million for fiscal 2024, 2023, and 2022, respectively.

Reconciliation of Consolidated Operating Income to Income Before Taxes

	Fiscal Years Ended
(in millions)	March 31, 2024		March 31, 2023		March 31, 2022
Total profit for reportable segments	$	1,272	$	1,419	$	1,635
All other loss	(256)		(262)		(260)
Subtotal	$	1,016	$	1,157	$	1,375
Interest income	214		135		65
Interest expense	(298)		(200)		(204)
Restructuring costs	(111)		(216)		(318)
Transaction, separation and integration-related costs	(7)		(16)		(26)
Amortization of acquired intangibles	(354)		(402)		(434)
Merger related indemnification	(16)		(46)		—
SEC matter	—		(8)		—
Gains on dispositions	115		190		341
Arbitration loss	—		(29)		—
Impairment losses	(5)		(19)		(31)
Debt extinguishment cost	—		—		(311)
Pension and OPEB actuarial and settlement (losses) gains	(445)		(1,431)		684
Income (loss) before income taxes	$	109	$	(885)	$	1,141

Long-Lived Assets by Geographic Areas

Property and equipment, net, which is based on the physical location of the assets, was as follows:

	As of
(in millions)	March 31, 2024		March 31, 2023
United States	$	658	$	788
United Kingdom	325		362
Australia	55		94
Other Europe	293		357
Other International	340		378
Total Property and Equipment, net	$	1,671	$	1,979

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Commitments and Contingencies (Tables)

12 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Long-term Purchase Agreements

Minimum purchase commitments as of March 31, 2024 were as follows:

Fiscal year	Minimum Purchase Commitment
(in millions)
2025	$	647
2026	544
2027	122
2028	75
2029	23
Total	$	1,411

Expiration of Financial Guarantees And Stand-by Letters Of Credit Outstanding

The following table summarizes the expiration of the Company’s financial guarantees and stand-by letters of credit outstanding as of March 31, 2024:

(in millions)	Fiscal 2025		Fiscal 2026		Fiscal 2027 and Thereafter		Totals
Surety bonds	$	81	$	66	$	136	$	283
Letters of credit	62		15		565		642
Stand-by letters of credit	60		3		7		70
Totals	$	203	$	84	$	708	$	995

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Summary of Significant Accounting Policies - Narrative (Details) employee in Thousands	12 Months Ended
	Mar. 31, 2024 employee country segment
Accounting Policies [Abstract]
Number of employees | employee	130
Number of countries in which entity operates | country	65
Number of operating segments | segment	2
Amortization period	5 years

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Summary of Significant Accounting Policies - Property and Equipment (Details)	Mar. 31, 2024
Buildings
Property, Plant, and Equipment - Useful Life [Abstract]
Property, plant and equipment useful life	40 years
Computers and related equipment | Minimum
Property, Plant, and Equipment - Useful Life [Abstract]
Property, plant and equipment useful life	4 years
Computers and related equipment | Maximum
Property, Plant, and Equipment - Useful Life [Abstract]
Property, plant and equipment useful life	7 years
Furniture and other equipment | Minimum
Property, Plant, and Equipment - Useful Life [Abstract]
Property, plant and equipment useful life	3 years
Furniture and other equipment | Maximum
Property, Plant, and Equipment - Useful Life [Abstract]
Property, plant and equipment useful life	15 years
Leasehold improvements | Maximum
Property, Plant, and Equipment - Useful Life [Abstract]
Property, plant and equipment useful life	20 years

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Summary of Significant Accounting Policies - Intangible Assets (Details) - Software	Mar. 31, 2024
Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life	2 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years

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Divestitures - Narrative (Details) € in Millions, $ in Millions		12 Months Ended
	Jan. 01, 2021 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2023 EUR (€)	Mar. 31, 2022 EUR (€)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale		$ 79	$ 190	$ 371
AXA Bank Germany
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total consideration	$ 101
Discontinued Operations, Disposed of by Sale | Series Of Insignificant Disposal Groups
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale		$ 79	(25)	53
Sales price adjustment related to prior year dispositions				13
Discontinued Operations, Disposed of by Sale | FDB Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale			215
Transaction consideration			$ 329		€ 308
Discontinued Operations, Disposed of by Sale | HPS Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale				331
Transaction consideration				$ 551		€ 468

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Earnings (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Net income attributable to CSC common shareholders: [Abstract]
Net income (loss) attributable to DXC common shareholders:	$ 91	$ (568)	$ 718
Common share information:
Weighted average common shares outstanding for basic EPS (in shares)	195,800	228,990	250,020
Dilutive effect of stock options and equity awards (in shares)	2,980	0	5,190
Weighted average common shares outstanding for diluted EPS (in shares)	198,780	228,990	255,210
Earnings (loss) per share:
Basic (in dollars per share)	$ 0.46	$ (2.48)	$ 2.87
Diluted (in dollars per share)	$ 0.46	$ (2.48)	$ 2.81

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Earnings (Loss) Per Share - Antidilutive Shares (Details) - shares	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	953,126	523,969	510,933
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,137,403	3,242,461	6,500
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	37,504	3,380,812	37,821

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Receivables - Receivables, Net of Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	$ 3,253	$ 3,441
Billed trade receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	1,433	1,530
Unbilled receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	1,124	1,105
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	$ 696	$ 806

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Receivables - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 47	$ 55
Provisions for losses on accounts receivable	0	(1)
Other adjustments to allowance and write-offs	(12)	(7)
Ending balance	$ 35	$ 47

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Receivables - Narrative (Details) - Purchasers	12 Months Ended
	Mar. 31, 2024 USD ($)
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items]
Receivables facility, amount	$ 400,000,000
Availability under receivable facility	400,000,000
Drawn amount	400,000,000
Gain (loss) on sale of receivables	$ 0

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Leases - Narrative (Details)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Renewal term, operating leases	10 years
Renewal term, finance leases	10 years
Weighted-average operating lease term	3 years 10 months 24 days	3 years 10 months 24 days
Weighted-average operating lease discount rate	4.60%	3.90%
Weighted-average finance lease term	2 years 10 months 24 days	2 years 10 months 24 days
Weighted-average finance lease discount rate	4.30%	3.40%
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term, operating leases	1 year
Remaining lease term, finance leases	1 year
Termination term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term, operating leases	10 years
Remaining lease term, finance leases	10 years
Termination term	3 years

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Leases - Components of Lease Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Operating lease expense
Operating lease cost	$ 353	$ 404	$ 484
Short-term lease cost	28	35	40
Variable lease cost	61	73	73
Sublease income	(19)	(18)	(32)
Total operating costs	423	494	565
Finance lease expense
Amortization of right-of-use assets	137	218	346
Interest on lease liabilities	15	17	27
Total finance lease cost	$ 152	$ 235	$ 373

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Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Operating Leases, Supplemental Cash Flow Information [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$ 353	$ 404	$ 484
ROU assets obtained in exchange for operating lease liabilities	175	227	279
Lease modifications and terminations	880	1,142	1,085
Finance Leases, Supplemental Cash Flow Information [Abstract]
Interest paid for finance lease liabilities – Operating cash flows	15	17	27
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	240	315	501
Total cash paid in the measurement of finance lease obligations	255	332	528
Capital expenditures through finance lease obligations	$ 105	$ 102	$ 233

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Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Operating Lease, Supplemental Balance Sheet Information [Abstract]
Operating right-of-use assets, net	$ 731	$ 909
Current operating lease liabilities	282	317
Non-current operating lease liabilities	497	648
Total operating lease liabilities	$ 779	$ 965
Finance Lease, Supplemental Balance Sheet Information [Abstract]
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net of accumulated depreciation of $3,515 and $4,111	Property and equipment, net of accumulated depreciation of $3,515 and $4,111
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Short-term debt and current maturities of long-term debt	Short-term debt and current maturities of long-term debt
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt excluding finance lease liabilities	Long-term debt excluding finance lease liabilities
ROU finance lease assets	$ 264	$ 424
Finance lease, liability, current	178	215
Finance lease, liability, noncurrent	242	287
Total finance lease liabilities	$ 420	$ 502

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Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Operating Leases
2025	$ 305
2026	208
2027	127
2028	102
2029	62
Thereafter	51
Operating lease payments	855
Less: imputed interest	(76)
Total operating lease liabilities	779	$ 965
Finance Leases
2025	187
2026	128
2027	81
2028	38
2029	12
Thereafter	0
Finance lease payments	446
Less: imputed interest	(26)
Total finance lease liabilities	$ 420	$ 502

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Derivative Instruments - Narrative (Details) $ in Millions	12 Months Ended
	Mar. 31, 2024 USD ($) counterparty	Mar. 31, 2023 USD ($)
Derivative [Line Items]
Number of counterparties | counterparty	8
Maximum exposure to loss	$ 9
Designated as Hedging Instrument
Derivative [Line Items]
Foreign currency cash flow hedge gain to be reclassified into earnings during next 12 months	2
Not Designated as Hedging Instrument | Foreign currency forward contracts
Derivative [Line Items]
Notional amount of derivative	1,500	$ 2,500
Cash Flow Hedges | Designated as Hedging Instrument | Foreign currency forward contracts
Derivative [Line Items]
Notional amount of derivative	885	842
Net Investment Hedging | Designated as Hedging Instrument | Foreign currency-denominated debt
Derivative [Line Items]
Notional amount of derivative	702	$ 272
Pretax (loss) gain on derivatives designated for hedge accounting included other comprehensive (loss) income	$ 5

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Derivative Instruments - Non-Designated Hedging (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign currency remeasurement	$ 18	$ 12	$ (39)
Undesignated foreign currency forward contracts	(25)	(27)	52
Total - Foreign currency (gain) loss	$ (7)	$ (15)	$ 13

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Derivative Instruments - Fair Value (Details) - Foreign currency forward contracts - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Designated as Hedging Instrument | Other current assets | Fair Value Hedging
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	$ 6	$ 6
Designated as Hedging Instrument | Accrued expenses and other current liabilities | Fair Value Hedging
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	3	13
Not Designated as Hedging Instrument | Other current assets
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	16	15
Not Designated as Hedging Instrument | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	$ 12	$ 16

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Property and Equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment — gross	$ 5,186	$ 6,090
Less: accumulated depreciation	3,515	4,111
Property and equipment, net	1,671	1,979
Depreciation	433	519	$ 625
Land, buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment — gross	1,917	1,949
Computers and related equipment
Property, Plant and Equipment [Line Items]
Property and equipment — gross	3,142	3,945
Furniture and other equipment
Property, Plant and Equipment [Line Items]
Property and equipment — gross	118	185
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment — gross	$ 9	$ 11

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Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 7,922	$ 8,239
Accumulated Amortization	5,792	5,670
Net Carrying Value	2,130	2,569
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,721	4,009
Accumulated Amortization	3,070	3,290
Net Carrying Value	651	719
Customer related intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,892	3,927
Accumulated Amortization	2,588	2,260
Net Carrying Value	1,304	1,667
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	309	303
Accumulated Amortization	134	120
Net Carrying Value	$ 175	$ 183

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Intangible Assets - Components of Amortization (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total amortization expense	$ 971	$ 1,000	$ 1,092
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract]
2025	695
2026	608
2027	417
2028	182
2029	91
Thereafter	137
Net Carrying Value	2,130	2,569
Intangible asset amortization
Finite-Lived Intangible Assets [Line Items]
Total amortization expense	759	796	865
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract]
Net Carrying Value	175	183
Transition and transformation contract cost amortization
Finite-Lived Intangible Assets [Line Items]
Total amortization expense	$ 212	$ 204	$ 227

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Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Changes in the carrying amount of goodwill by segment [Roll Forward]
Goodwill, beginning balance	$ 539	$ 617
Divestitures	(3)	(60)
Foreign currency translation	(4)	(18)
Goodwill, gross	10,088	10,095
Accumulated impairment losses	(9,556)	(9,556)
Goodwill, ending balance	532	539
GBS
Changes in the carrying amount of goodwill by segment [Roll Forward]
Goodwill, beginning balance	539	617
Divestitures	(3)	(60)
Foreign currency translation	(4)	(18)
Goodwill, gross	5,022	5,029
Accumulated impairment losses	(4,490)	(4,490)
Goodwill, ending balance	532	539
GIS
Changes in the carrying amount of goodwill by segment [Roll Forward]
Goodwill, beginning balance	0	0
Divestitures	0	0
Foreign currency translation	0	0
Goodwill, gross	5,066	5,066
Accumulated impairment losses	(5,066)	(5,066)
Goodwill, ending balance	$ 0	$ 0

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Debt - Schedule of Debt (Details) $ in Millions	Mar. 31, 2024 USD ($)	Mar. 31, 2024 EUR (€)	Mar. 31, 2023 USD ($)
Short-term debt and current maturities of long-term debt
Commercial paper	$ 0		$ 109
Current maturities of long-term debt	93		176
Current maturities of finance lease liabilities	178		215
Short-term debt and current maturities of long-term debt	271		500
Long-term debt, net of current maturities
Finance lease liabilities	420		502
Long-term debt	4,089		4,291
Less: current maturities	271		391
Long-term debt, net of current maturities	3,818		3,900
Senior notes
Long-term debt, net of current maturities
Long-term debt, net of current maturities	3,509		3,523
Unamortized debt (discount) premiums and deferred debt issuance costs	(17)		(22)
Borrowings for assets acquired under long-term financing
Long-term debt, net of current maturities
Long-term debt, net of current maturities	177		285
Other borrowings
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 0		3
Minimum
Debt Information [Abstract]
Effective interest rate	0.01%	0.01%
Minimum | Borrowings for assets acquired under long-term financing
Debt Information [Abstract]
Effective interest rate	0.00%	0.00%
Maximum
Debt Information [Abstract]
Effective interest rate	14.59%	14.59%
Maximum | Borrowings for assets acquired under long-term financing
Debt Information [Abstract]
Effective interest rate	9.78%	9.78%
Senior notes, EUR, due 2026 | Senior notes
Debt Information [Abstract]
Face amount | €		€ 650,000,000
Effective interest rate	1.75%	1.75%
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 700		704
Senior notes, due 2027 | Senior notes
Debt Information [Abstract]
Face amount	$ 700
Effective interest rate	1.80%	1.80%
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 697		696
Senior notes, EUR, due 2028 | Senior notes
Debt Information [Abstract]
Face amount | €		€ 750,000,000
Effective interest rate	0.45%	0.45%
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 806		810
Senior notes, due 2029 | Senior notes
Debt Information [Abstract]
Face amount	$ 650
Effective interest rate	2.375%	2.375%
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 646		645
Senior notes, EUR, due 2032 | Senior notes
Debt Information [Abstract]
Face amount | €		€ 600,000,000
Effective interest rate	0.95%	0.95%
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 643		$ 646
Commercial paper
Debt Information [Abstract]
Weighted average interest rate	0.00%	0.00%
Long-term debt, net of current maturities
Amount of multi-year committed revolving credit facility | €		€ 1,000,000,000
Current maturities of finance lease liabilities | Minimum
Debt Information [Abstract]
Effective interest rate	0.01%	0.01%
Current maturities of finance lease liabilities | Maximum
Debt Information [Abstract]
Effective interest rate	14.59%	14.59%

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Debt - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Long-term debt excluding finance lease liabilities	$ 3,818	$ 3,900
Fair value
Debt Instrument [Line Items]
Long-term debt excluding finance lease liabilities	3,300	3,300
Carrying value
Debt Instrument [Line Items]
Long-term debt excluding finance lease liabilities	$ 3,700	$ 3,800

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Debt - Maturities of Long-Term Debt (Details) $ in Millions	Mar. 31, 2024 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2025	$ 93
2026	749
2027	720
2028	812
2029	649
Thereafter	646
Total	$ 3,669

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Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total Revenues	$ 13,667	$ 14,430	$ 16,265
United States
Disaggregation of Revenue [Line Items]
Total Revenues	3,909	4,320	4,775
United Kingdom
Disaggregation of Revenue [Line Items]
Total Revenues	1,881	1,883	2,295
Other Europe
Disaggregation of Revenue [Line Items]
Total Revenues	4,267	4,429	5,117
Australia
Disaggregation of Revenue [Line Items]
Total Revenues	1,261	1,449	1,549
Other International
Disaggregation of Revenue [Line Items]
Total Revenues	$ 2,349	$ 2,349	$ 2,529

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Revenue - Narrative (Details) $ in Billions	Mar. 31, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 17.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage	41.00%
Remaining performance obligation period	12 months

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Revenue - Contract Balances (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Trade receivables, net	$ 2,195	$ 2,269
Contract assets	362	366
Contract liabilities	$ 1,537	$ 1,842	$ 1,915

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Revenue - Change in Contract Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Change In Contract With Customer, Liability [Roll Forward]
Balance, beginning of period	$ 1,842	$ 1,915
Deferred revenue	1,845	2,351
Recognition of deferred revenue	(2,081)	(2,303)
Currency translation adjustment	(3)	(70)
Other	(66)	(51)
Balance, end of period	$ 1,537	$ 1,842

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Revenue - Capitalized Contract Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Capitalized sales commission cost
Capitalized Contract Cost [Line Items]
Capitalized contract cost, net	$ 89	$ 125
Capitalized contract cost, amortization	61	76	$ 85
Transition and transformation contract costs, net
Capitalized Contract Cost [Line Items]
Capitalized contract cost, net	751	778
Capitalized contract cost, amortization	$ 212	$ 204	$ 227

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Restructuring Costs - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 111	$ 216	$ 318
Fiscal 2024 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs	77
Amortization of right-of-use assets and interest expense for leased facilities	$ 22

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Restructuring Costs - Composition of Restructuring Liability (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Restructuring Costs [Abstract]
Accrued expenses and other current liabilities	$ 40	$ 105
Other long-term liabilities	11	22
Total	$ 51	$ 127

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Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	$ 127
Costs Expensed, Net of Reversals	111	$ 216	$ 318
Costs Not Affecting Restructuring Liability	(54)
Cash Paid	(130)
Other	(3)
Restructuring Liability, ending balance	51	127
Fiscal 2024 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	0
Costs Expensed, Net of Reversals	77
Costs Not Affecting Restructuring Liability	(40)
Cash Paid	(24)
Other	(3)
Restructuring Liability, ending balance	10	0
Fiscal 2023 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	80
Costs Expensed, Net of Reversals	24
Costs Not Affecting Restructuring Liability	(13)
Cash Paid	(74)
Other	0
Restructuring Liability, ending balance	17	80
Other Prior Year and Acquired Plans
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	47
Costs Expensed, Net of Reversals	10
Costs Not Affecting Restructuring Liability	(1)
Cash Paid	(32)
Other	0
Restructuring Liability, ending balance	24	47
Workforce Reductions | Fiscal 2024 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	0
Costs Expensed, Net of Reversals	24
Costs Not Affecting Restructuring Liability	0
Cash Paid	(16)
Other	0
Restructuring Liability, ending balance	8	0
Workforce Reductions | Fiscal 2023 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	79
Costs Expensed, Net of Reversals	0
Costs Not Affecting Restructuring Liability	0
Cash Paid	(62)
Other	0
Restructuring Liability, ending balance	17	79
Workforce Reductions | Other Prior Year and Acquired Plans
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	45
Costs Expensed, Net of Reversals	(1)
Costs Not Affecting Restructuring Liability	0
Cash Paid	(21)
Other	0
Restructuring Liability, ending balance	23	45
Facilities Costs | Fiscal 2024 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	0
Costs Expensed, Net of Reversals	53
Costs Not Affecting Restructuring Liability	(40)
Cash Paid	(8)
Other	(3)
Restructuring Liability, ending balance	2	0
Facilities Costs | Fiscal 2023 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	1
Costs Expensed, Net of Reversals	24
Costs Not Affecting Restructuring Liability	(13)
Cash Paid	(12)
Other	0
Restructuring Liability, ending balance	0	1
Facilities Costs | Other Prior Year and Acquired Plans
Restructuring Reserve [Roll Forward]
Restructuring Liability, beginning balance	2
Costs Expensed, Net of Reversals	11
Costs Not Affecting Restructuring Liability	(1)
Cash Paid	(11)
Other	0
Restructuring Liability, ending balance	$ 1	$ 2

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Pension and Other Benefit Plans - Narrative (Details) participant in Thousands, $ in Millions	12 Months Ended
	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($) participant	Mar. 31, 2022 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension obligations transferred		$ 1,000
Number of plan participants obligations transferred | participant		5
Pension settlement charge		$ 361
Contractual termination benefit	$ 0	0	$ 4
Measurement period used to calculate long-term rate of return on assets	30 years
Defined contribution plan contribution	$ 188	203	$ 226
Shares of company common stock held in defined contribution plan assets (in shares) | shares	2,310,298
Non-employee directors
Defined Benefit Plan Disclosure [Line Items]
Deferred compensation plan, maximum deferral percentage	100.00%
Deferred compensation plan, liability	$ 31	29
Deferred compensation plan, expense	$ 5	$ 0

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Pension and Other Benefit Plans - Pension Plan, Reconciliation of Changes in PBO and Fair Value of Plan Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 6,937	$ 10,862
Service cost	53	73	$ 88
Interest cost	307	254	203
Plan participants’ contributions	21	27
Amendments	6	3
Business/contract acquisitions/divestitures	4	(84)
Settlement/curtailment	(268)	(1,102)
Actuarial loss (gain)	67	(2,083)
Benefits paid	(292)	(330)
Foreign currency exchange rate changes	98	(678)
Other	(18)	(5)
Projected benefit obligation at end of year	$ 6,915	$ 6,937	10,862
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	4.40%	4.50%
Rates of increase in compensation levels	2.40%	2.80%
Interest Crediting Rate	2.70%	4.50%
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	$ 7,636	$ 12,952
Actual return on plan assets	67	(3,038)
Employer contribution	49	79
Plan participants’ contributions	21	27
Benefits paid	(292)	(330)
Business/contract acquisitions/divestitures	0	(93)
Contractual termination benefits	1	10
Plan settlement	(265)	(1,102)
Foreign currency exchange rate changes	118	(848)
Other	(17)	(21)
Fair value of plan assets at end of year	7,318	7,636	$ 12,952
Funded status at end of year	$ 403	$ 699

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Pension and Other Benefit Plans - Pension Plan, Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract]
Other assets	$ 874	$ 1,203
Accrued expenses and other current liabilities	(34)	(26)
Non-current pension obligations	(423)	(463)
Other long-term liabilities - OPEB	(14)	(15)
Net amount recorded	403	699
Accumulated benefit obligation	$ 6,842	$ 6,858

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Pension and Other Benefit Plans - Pension Plan, Assumptions and Other Selected Information (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Benefit Plans with Projected Benefit Obligation in Excess of Plan Assets
Projected benefit obligation	$ 1,113	$ 1,480
Accumulated benefit obligation	1,047	1,411
Fair value of plan assets	646	976
Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets
Projected benefit obligation	777	1,208
Accumulated benefit obligation	744	1,170
Fair value of plan assets	$ 327	$ 718

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Pension and Other Benefit Plans - Pension Plan, Net Periodic Costs and Other Changes (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 53	$ 73	$ 88
Interest cost	307	254	203
Expected return on assets	(446)	(498)	(581)
Amortization of prior service credit	(6)	(7)	(8)
Contractual termination benefit	0	0	4
Subtotal	(92)	(178)	(294)
Settlement/curtailment (gain) loss	(2)	361	(20)
Recognition of actuarial loss (gain)	447	1,070	(664)
Net periodic pension expense (income)	$ 353	$ 1,253	$ (978)
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount or settlement rates	4.50%	2.70%	2.00%
Expected long-term rates of return on assets	6.00%	4.30%	4.40%
Rates of increase in compensation levels	2.80%	2.90%	2.50%
Interest Crediting Rate	4.50%	4.00%	4.00%
Employer contributions:
2025	$ 33
Benefit Payments:
2025	338
2026	327
2027	338
2028	351
2029	359
2029 and thereafter	1,932
Total	$ 3,645

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Pension and Other Benefit Plans - Amounts Recognized in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Retirement Benefits [Abstract]
Prior service credit	$ (176)	$ (188)

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Pension and Other Benefit Plans - Fair Value by Investment Category and Level Within Fair Value Hierarchy (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 7,318	$ 7,636	$ 12,952
Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	402	1,019
Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5,687	5,416
Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,229	1,201	$ 1,648
Global/International Equity commingled funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	683	774
Global/International Equity commingled funds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	21	18
Global/International Equity commingled funds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	662	756
Global/International Equity commingled funds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S./North American Equity commingled funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5	5
U.S./North American Equity commingled funds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5	5
U.S./North American Equity commingled funds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S./North American Equity commingled funds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Government funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	29	24
Non-U.S. Government funds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Government funds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	29	24
Non-U.S. Government funds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fixed income commingled funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	218	81
Fixed income commingled funds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1	2
Fixed income commingled funds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	205	67
Fixed income commingled funds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	12	12
Fixed income mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	2
Fixed income mutual funds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fixed income mutual funds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	2
Fixed income mutual funds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,769	3,617
Corporate bonds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	682
Corporate bonds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,678	2,934
Corporate bonds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	91	1
Other Alternatives
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,961	2,286
Other Alternatives | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Other Alternatives | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	943	1,191
Other Alternatives | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,018	1,095
Hedge Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	56	51
Hedge Funds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Hedge Funds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8	17
Hedge Funds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	48	34
Other Assets
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	114	150
Other Assets | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	28	7
Other Assets | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	26	84
Other Assets | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	60	59
Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	91	331
Insurance contracts | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Insurance contracts | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	91	331
Insurance contracts | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	392	315
Cash and cash equivalents | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	347	305
Cash and cash equivalents | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	45	10
Cash and cash equivalents | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 0	$ 0

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Pension and Other Benefit Plans - Reconciliation of Assets Valued Using Significant Unobservable Inputs (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets at beginning of year	$ 7,636	$ 12,952
Changes due to exchange rates	(98)	678
Fair value of plan assets at end of year	7,318	7,636
Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets at beginning of year	1,201	1,648
Actual return on plan assets held at the reporting date	14	83
Purchases, sales and settlements	(18)	(430)
Transfers in and / or out of Level 3	0	0
Changes due to exchange rates	32	(100)
Fair value of plan assets at end of year	$ 1,229	$ 1,201

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Pension and Other Benefit Plans - Asset Allocations (Details)	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Total	100.00%	100.00%
Equity securities
Defined Benefit Plan Disclosure [Line Items]
Total	9.00%	10.00%
Debt securities
Defined Benefit Plan Disclosure [Line Items]
Total	55.00%	49.00%
Alternatives
Defined Benefit Plan Disclosure [Line Items]
Total	29.00%	35.00%
Cash and other
Defined Benefit Plan Disclosure [Line Items]
Total	7.00%	6.00%

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Income Taxes - Schedule of Income (Loss) from Continuing Operations, before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Domestic entities	$ 53	$ (206)	$ (566)
Entities outside the United States	56	(679)	1,707
Income (loss) before income taxes	$ 109	$ (885)	$ 1,141

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Income Taxes - Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Current:
Federal	$ 94	$ 96	$ (118)
State	57	39	(17)
Foreign	288	155	285
Total Current	439	290	150
Deferred:
Federal	(186)	(192)	9
State	(38)	(47)	(9)
Foreign	(192)	(370)	255
Total Deferred	(416)	(609)	255
Total income tax (benefit) expense	$ 23	$ (319)	$ 405

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Income Taxes - Tax Expense (Benefit), Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Apr. 01, 2017
Income Tax Contingency [Line Items]
Transition tax expense (benefit)	$ (21)	$ (61)	$ (7)
Interest and penalties for uncertain tax positions included in current expenses (benefits)	$ 10	1	$ (3)
Hewlett Packard Enterprise Services
Income Tax Contingency [Line Items]
Tax indemnification receivable related to net uncertain tax positions				$ 17
Tax indemnification payable related to other tax receivables				52
Tax indemnification receivable related to other tax payables				$ 91
Discontinued Operations | USPS Separation
Income Tax Contingency [Line Items]
Tax indemnification receivable related to disposal		15
Tax indemnification payable related to disposal		$ 4

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Income Taxes - Effective Tax Rate Reconciliation (Details)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Statutory rate	21.00%	21.00%	21.00%
State income tax, net of federal tax	3.70%	1.40%	(6.90%)
Foreign tax rate differential	(152.30%)	2.30%	151.10%
Change in valuation allowances	146.80%	1.30%	(140.90%)
Income tax and foreign tax credits	(92.70%)	8.00%	(15.20%)
Change in uncertain tax positions	0.00%	(1.20%)	6.80%
Withholding taxes	58.70%	(3.50%)	6.20%
U.S. tax on foreign income	35.80%	(5.80%)	2.50%
Excess tax benefit or expense for stock compensation	(0.90%)	(0.60%)	0.10%
Capitalized transaction costs	0.90%	(0.20%)	0.20%
Base erosion and transition taxes	(26.60%)	9.10%	6.60%
Impact of business divestitures	(5.50%)	7.60%	3.00%
Indemnification costs	3.70%	(1.20%)	0.00%
Tax audits	22.00%	0.00%	0.00%
Other items, net	6.50%	(2.20%)	1.00%
Effective tax rate	21.10%	36.00%	35.50%

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Income Taxes - Effective Tax Rate Reconciliation, Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Income Tax Rate Reconciliation [Line Items]
Effective income tax rate reconciliation, loss on investments, amount	$ 160
Effective income tax rate reconciliation, loss on investments, percent	146.80%
Effective income tax rate reconciliation, change in tax credits, amount	$ 101	$ 71	$ 174
Effective income tax rate reconciliation, decrease from tax credits, percent	92.70%	(8.00%)	15.20%
Effective income tax rate reconciliation, U.S. tax on foreign income, amount	$ 39	$ 51
Effective income tax rate reconciliation, U.S. tax on foreign income, percent	35.80%	(5.80%)	2.50%
Effective income tax rate reconciliation, withholding taxes, amount	$ 64
Effective income tax rate reconciliation, withholding taxes, percent	58.70%	(3.50%)	6.20%
Effective income tax rate reconciliation, remeasurement of deferred tax assets and liabilities, amount		$ 81
Effective income tax rate reconciliation, remeasurement of deferred tax assets and liabilities, percent	(26.60%)	9.10%	6.60%
Effective income tax rate reconciliation, divestiture of business, amount		$ (67)
Effective income tax rate reconciliation, divestiture of business, percent	(5.50%)	7.60%	3.00%
Effective income tax rate reconciliation, uncertain tax positions, amount			$ 78
Effective income tax rate reconciliation, uncertain tax positions, percent	0.00%	(1.20%)	6.80%
Luxembourg
Income Tax Rate Reconciliation [Line Items]
Effective income tax rate reconciliation, loss on investments, amount			$ (1,609)
Effective income tax rate reconciliation, loss on investments, percent			(141.00%)

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Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Deferred tax assets
Tax loss/credit carryforwards	$ 2,535	$ 2,327
Accrued interest	24	18
Operating lease liabilities	172	219
Contract accounting	127	135
Depreciation and amortization	129	0
Other assets	298	272
Total deferred tax assets	3,285	2,971
Valuation allowance	(2,264)	(2,064)
Net deferred tax assets	1,021	907
Deferred tax liabilities
Depreciation and amortization	0	(98)
Operating right-of-use asset	(161)	(208)
Investment basis differences	(13)	(8)
Employee benefits	(7)	(103)
Other liabilities	(166)	(198)
Total deferred tax liabilities	(347)	(615)
Total net deferred tax assets (liabilities)	$ 674	$ 292

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Income Taxes - Income Tax Related Assets and Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Current assets:
Income tax receivables and prepaid taxes	$ 44	$ 60
Non-current:
Income taxes receivable and prepaid taxes	258	192
Deferred tax assets	804	460
Deferred tax assets, noncurrent	1,062	652
Deferred tax assets, total	1,106	712
Current liabilities:
Liability for uncertain tax positions	0	(1)
Income taxes payable	(134)	(119)
Deferred tax liabilities, current	(134)	(120)
Non-current:
Deferred taxes	(130)	(168)
Income taxes payable	(32)	(16)
Liability for uncertain tax positions	(394)	(403)
Deferred tax liabilities, noncurrent	(556)	(587)
Deferred tax liabilities, total	(690)	(707)
Valuation allowance	2,264	$ 2,064
Net decrease in deferred tax asset valuation allowance	$ 200

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Income Taxes - Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 62	$ 70
Net operating loss carryforward with no expiration	62	70
Net operating loss carryforward with expiration	0	0
Tax credit carryforwards	3	19
Tax credit carryforwards with no expiration	0	0
Tax credit carryforwards with expiration	3	19
Capital loss carryforwards	42	42
Capital loss carryforwards with no expiration	42	42
Capital loss carryforwards with expiration	0	0
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	387	463
Net operating loss carryforward with no expiration	191	217
Net operating loss carryforward with expiration	196	246
Tax credit carryforwards	5	4
Tax credit carryforwards with no expiration	0	0
Tax credit carryforwards with expiration	5	4
Capital loss carryforwards	46	46
Capital loss carryforwards with no expiration	46	46
Capital loss carryforwards with expiration	0	0
Foreign
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	10,211	9,164
Net operating loss carryforward with no expiration	5,359	5,370
Net operating loss carryforward with expiration	4,852	3,794
Tax credit carryforwards	2	0
Tax credit carryforwards with no expiration	0	0
Tax credit carryforwards with expiration	2	0
Capital loss carryforwards	30	199
Capital loss carryforwards with no expiration	30	199
Capital loss carryforwards with expiration	$ 0	$ 0

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Income Taxes - Income Tax Contingency (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Income Tax Contingency [Line Items]
Other foreign earnings not indefinitely reinvested	$ 480
Liability For Uncertain Tax Positions [Abstract]
Tax	361	$ 399	$ 422
Interest	103	79	76
Penalties	4	18	20
Reduction of receivables	(72)	(91)
Net of tax attributes	(2)	(1)
Total	394	404
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of fiscal year	399	422	354
Gross increases related to prior year tax positions	14	31	61
Gross decreases related to prior year tax positions	(55)	(17)	(16)
Gross increases related to current year tax positions	8	8	93
Settlements and statute of limitation expirations	(5)	(43)	(33)
Acquisitions and dispositions	0	0	(36)
Foreign exchange and others	0	(2)	(1)
Balance at end of fiscal year	361	399	422
Liability for uncertain tax positions that if recognized would affect the effective tax rate	365	368	393
Interest Accrued Related to Uncertain Tax Positions and Penalties [Abstract]
Increase (decrease) in interest expense	24	3	(1)
Tax expense on interest	18	1	1
Increase (decrease) in accrued expense for penalties	(14)	(2)	(2)
Liability recognized for accrued interest	103	79	76
Liability recognized for accrued interest, tax	79	61	60
Liability recognized for accrued penalties	4	$ 18	$ 20
Potential federal and state cost from tax examinations	507
Potential cash tax payments	582
INDIA
Income Tax Contingency [Line Items]
Other foreign earnings not indefinitely reinvested	200
Federal
Income Tax Contingency [Line Items]
Interest deduction carryforwards with no expiration	24
State
Income Tax Contingency [Line Items]
Interest deduction carryforwards with no expiration	1,066
Settlement with Taxing Authority
Interest Accrued Related to Uncertain Tax Positions and Penalties [Abstract]
Reasonably possible reduction in liability for uncertain tax positions in next twelve months	$ 17

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Stockholders' Equity - Narrative (Details)	12 Months Ended
	Mar. 31, 2024 USD ($) vote $ / shares shares	Mar. 31, 2023 $ / shares shares	Mar. 31, 2022 shares	May 18, 2023 USD ($)	Nov. 08, 2018 USD ($)	Apr. 03, 2017 USD ($)
Equity, Class of Treasury Stock [Line Items]
Common stock, authorized (in shares)	750,000,000	750,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Number of votes per common share | vote	1
Stock repurchase program, authorized amount | $				$ 1,000,000,000	$ 2,000,000,000	$ 2,000,000,000
Remaining authorized shares repurchase amount | $	$ 592,000,000
Treasury Stock Transactions [Abstract]
Common stock in treasury, at cost (in shares)	4,591,340	3,333,592	2,878,079
Common Stock | Shares Repurchased From Employees Related To Stock Option Plans
Treasury Stock Transactions [Abstract]
Accepted common stock in lieu of cash in connection with exercise of stock options (in shares)	0	0	4,614
Accepted common stock in lieu of cash in connection with the tax withholdings associated with the vesting and release of common stock (in shares)	1,257,748	455,513	415,438

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Stockholders' Equity - Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased (in shares)	38,444,830	24,436,738	18,818,934
Average price per share (in dollars per share)	$ 22.98	$ 27.78	$ 33.67
Share repurchase amount	$ 883	$ 679	$ 634
Open market purchases
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased (in shares)	38,444,830	24,436,738	18,818,934
Average price per share (in dollars per share)	$ 22.98	$ 27.78	$ 33.67
Share repurchase amount	$ 883	$ 679	$ 634

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Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) - Rollforward (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	$ 3,820	$ 5,375	$ 5,308
Ending balance	3,066	3,820	5,375
Accumulated Other Comprehensive Loss
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	(774)	(385)	(302)
Current-period other comprehensive (loss) income	46	(340)	6
Amounts reclassified from accumulated other comprehensive loss, net of taxes	(4)	(49)	(89)
Ending balance	(732)	(774)	(385)
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	(985)	(651)	(554)
Current-period other comprehensive (loss) income	46	(334)	(11)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	0	0	(86)
Ending balance	(939)	(985)	(651)
Foreign Currency Translation Adjustments | HPS Business
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Amounts reclassified from accumulated other comprehensive loss, net of taxes	86
Cash Flow Hedges
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	(7)	10	(1)
Current-period other comprehensive (loss) income	0	(6)	17
Amounts reclassified from accumulated other comprehensive loss, net of taxes	7	(11)	(6)
Ending balance	0	(7)	10
Pension and Other Post-retirement Benefit Plans
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	218	256	253
Current-period other comprehensive (loss) income	0	0	0
Amounts reclassified from accumulated other comprehensive loss, net of taxes	(11)	(38)	3
Ending balance	$ 207	$ 218	$ 256

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Stock Incentive Plans - Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Mar. 31, 2024 USD ($) anniversary $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan term (in years)	10 years
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Cash received from stock awards exercised during the period	$ 0	$ 1	$ 12
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares received per RSU (in shares) | shares	1
Number of anniversaries following the executive's termination that the shares are redeemable | anniversary	10
RSUs | Five Year Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual installments (in years)	5 years
RSUs | Ten Year Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual installments (in years)	10 years
RSUs | Fifteen Year Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual installments (in years)	15 years
Performance-based Restricted Stock Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
RSUs and PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense related to unvested awards, net of expected forfeitures	$ 145
Weighted average period over which cost is expected to be recognized (in years)	1 year 8 months 26 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
Term of options (in years)	10 years
Stock Options | 33.33% vested in year 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	33.33%
Stock Options | 33.33% vested in year 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	33.33%
Stock Options | 33.33% vested in year 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage	33.33%

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Stock Incentive Plans - Schedule of Share Based Compensation Shares Authorized (Details)	Mar. 31, 2024 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved for issuance (in shares)	51,945,000
Available for future grant (in shares)	24,379,449
DXC Employee Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved for issuance (in shares)	51,200,000
Available for future grant (in shares)	24,212,597
DXC Director Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved for issuance (in shares)	745,000
Available for future grant (in shares)	166,852

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Stock Incentive Plans - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Total share-based compensation cost	$ 109	$ 108	$ 101
Related income tax benefit	16	18	14
Total intrinsic value of options exercised	0	1	8
Tax benefits from exercised stock options and awards	$ 14	$ 12	$ 17

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Stock Incentive Plans - Schedule of Options (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Additional Disclosures
Aggregate intrinsic value of options exercised	$ 0	$ 1	$ 8
Stock Options
Number of Option Shares
Outstanding beginning of period (in shares)	992,703	1,111,387	1,675,580
Granted (in shares)	0	0	0
Exercised (in shares)	(15,278)	(69,855)	(510,294)
Canceled/Forfeited (in shares)	0	0	0
Expired (in shares)	(32,366)	(48,829)	(53,899)
Outstanding end of period (in shares)	945,059	992,703	1,111,387	1,675,580
Weighted Average Exercise Price
Weighted average exercise price - beginning of period (in dollars per share)	$ 33.89	$ 33.47	$ 30.43
Weighted average exercise price - granted (in dollars per share)	0	0	0
Weighted average exercise price - exercised (in dollars per share)	18.79	20.03	23.27
Weighted average exercise price - canceled/forfeited (in dollars per share)	0	0	0
Weighted average exercise price - expired (in dollars per share)	30.75	44.10	35.57
Weighted average exercise price - end of period (in dollars per share)	$ 34.25	$ 33.89	$ 33.47	$ 30.43
Additional Disclosures
Weighted average remaining contractual term (in years)	1 year 3 months 7 days	2 years 2 months 12 days	3 years 3 days	3 years 7 months 9 days
Aggregate intrinsic value	$ 0	$ 0	$ 5	$ 8
Aggregate intrinsic value of options exercised		$ 1	$ 8
Exercisable as of period end (in shares)	945,059
Weighted average exercise price exercisable as of period end (in dollars per share)	$ 34.25

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Stock Incentive Plans - Schedule of Share Based Compensation Shares Authorized under Stock Option Plans by Exercise Price Range (Details)	12 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding (in shares) | shares	945,059
Number of exercisable options (in shares) | shares	945,059
$17.33 - $24.47
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of option exercise price, minimum (in dollars per share)	$ 17.33
Range of option exercise price, maximum (in dollars per share)	$ 24.47
Number of options outstanding (in shares) | shares	47,666
Weighted average exercise price (in dollars per share)	$ 23.43
Weighted average remaining contractual term (in years)	2 months 19 days
Number of exercisable options (in shares) | shares	47,666
Weighted average exercise price of exercisable options (in dollars per share)	$ 23.43
$25.14 - $41.92
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of option exercise price, minimum (in dollars per share)	25.14
Range of option exercise price, maximum (in dollars per share)	$ 41.92
Number of options outstanding (in shares) | shares	475,841
Weighted average exercise price (in dollars per share)	$ 26.73
Weighted average remaining contractual term (in years)	11 months 19 days
Number of exercisable options (in shares) | shares	475,841
Weighted average exercise price of exercisable options (in dollars per share)	$ 26.73
$42.59 - $53.41
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of option exercise price, minimum (in dollars per share)	42.59
Range of option exercise price, maximum (in dollars per share)	$ 53.41
Number of options outstanding (in shares) | shares	421,552
Weighted average exercise price (in dollars per share)	$ 43.95
Weighted average remaining contractual term (in years)	1 year 8 months 19 days
Number of exercisable options (in shares) | shares	421,552
Weighted average exercise price of exercisable options (in dollars per share)	$ 43.95

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Stock Incentive Plans - Schedule of RSUs (Details) - RSUs - $ / shares	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Number of Shares
Equity instruments other than options nonvested - beginning balance (in shares)	7,449,379	7,477,126	8,326,220
Equity instruments other than options nonvested - granted (in shares)	6,033,909	3,404,395	2,972,253
Equity instruments other than options nonvested - released/issued (in shares)	(4,066,367)	(2,252,627)	(2,141,180)
Equity instruments other than options nonvested - canceled/forfeited (in shares)	(1,105,628)	(1,179,515)	(1,680,167)
Equity instruments other than options nonvested - ending balance (in shares)	8,311,293	7,449,379	7,477,126
Weighted Average Grant Date Fair Value
Weighted average fair value other than options - beginning balance (in dollars per share)	$ 37.11	$ 35.89	$ 28.98
Weighted average fair value other than options - granted (in dollars per share)	24.73	38.08	50.87
Weighted average fair value other than options - released/issued (in dollars per share)	23.71	33.10	34.12
Weighted average fair value other than options - canceled/forfeited (in dollars per share)	40.20	36.34	34.93
Weighted average fair value other than options - ending balance (in dollars per share)	$ 33.97	$ 37.11	$ 35.89
Nonemployee director incentives
Number of Shares
Equity instruments other than options nonvested - beginning balance (in shares)	147,487	156,722	184,660
Equity instruments other than options nonvested - granted (in shares)	135,457	66,100	74,300
Equity instruments other than options nonvested - released/issued (in shares)	(69,189)	(75,335)	(102,238)
Equity instruments other than options nonvested - canceled/forfeited (in shares)	0	0	0
Equity instruments other than options nonvested - ending balance (in shares)	213,755	147,487	156,722
Weighted Average Grant Date Fair Value
Weighted average fair value other than options - beginning balance (in dollars per share)	$ 35.80	$ 36.18	$ 28.42
Weighted average fair value other than options - granted (in dollars per share)	19.52	31.29	35.18
Weighted average fair value other than options - released/issued (in dollars per share)	31.68	32.62	21.43
Weighted average fair value other than options - canceled/forfeited (in dollars per share)	0	0	0
Weighted average fair value other than options - ending balance (in dollars per share)	$ 26.82	$ 35.80	$ 36.18

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Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Cash paid for:
Interest	$ 286	$ 188	$ 227
Taxes on income, net of refunds	434	408	394
Operating:
ROU assets obtained in exchange for operating lease liabilities	175	227	279
Prepaid assets acquired under long-term financing	46	106	107
Investing:
Capital expenditures in accounts payable and accrued expenses	67	5	9
Capital expenditures through finance lease obligations	105	102	233
Assets acquired under long-term financing	34	25	44
Financing:
Shares repurchased but not settled in cash	10	20	6
Income tax refunds	38	43	54
Lease modifications and terminations	$ 880	$ 1,142	$ 1,085

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Other Expense (Income), Net - Components of Other (Income) Expense, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Other Income and Expenses [Abstract]
Non-service cost components of net periodic pension (income) expense	$ (145)	$ (251)	$ (382)
Pension and OPEB actuarial and settlement (losses) gains	445	1,431	(684)
Foreign currency (gain) loss	(7)	(15)	13
Gain on sale of assets	(40)	(90)	(88)
Other (gain) loss	(35)	9	60
Total	$ 218	$ 1,084	$ (1,081)

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Segment and Geographic Information - Segment Information (Details) - USD ($) $ in Millions	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Revenues	$ 13,667	$ 14,430	$ 16,265
Segment Profit	1,016	1,157	1,375
Depreciation and amortization	1,050	1,117	1,283
Amortization of acquired intangible assets	354	402	434
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	1,016	1,157	1,375
Interest income	214	135	65
Interest expense	(298)	(200)	(204)
Restructuring costs	(111)	(216)	(318)
Transaction, separation and integration-related costs	(7)	(16)	(26)
Amortization of acquired intangibles	(354)	(402)	(434)
Merger related indemnification	(16)	(46)	0
SEC matter	0	(8)	0
Gains on dispositions	115	190	341
Arbitration loss	0	(29)	0
Impairment losses	(5)	(19)	(31)
Debt extinguishment cost	0	0	(311)
Pension and OPEB actuarial and settlement (losses) gains	(445)	(1,431)	684
Income (loss) before income taxes	109	(885)	1,141
Operating segments
Segment Reporting Information [Line Items]
Revenues	13,667	14,430	16,265
Segment Profit	1,272	1,419	1,635
Depreciation and amortization	945	1,018	1,171
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	1,272	1,419	1,635
Operating segments | GBS
Segment Reporting Information [Line Items]
Revenues	6,820	6,960	7,598
Segment Profit	835	912	1,160
Depreciation and amortization	186	165	180
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	835	912	1,160
Operating segments | GIS
Segment Reporting Information [Line Items]
Revenues	6,847	7,470	8,667
Segment Profit	437	507	475
Depreciation and amortization	759	853	991
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	437	507	475
All Other
Segment Reporting Information [Line Items]
Revenues	0	0	0
Segment Profit	(256)	(262)	(260)
Depreciation and amortization	105	99	112
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	$ (256)	$ (262)	$ (260)

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Segment and Geographic Information - Geographic PPE (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Property and Equipment, net	$ 1,671	$ 1,979
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Property and Equipment, net	658	788
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Property and Equipment, net	325	362
Australia
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Property and Equipment, net	55	94
Other Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Property and Equipment, net	293	357
Other International
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Property and Equipment, net	$ 340	$ 378

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Commitments and Contingencies - Minimum Purchase Commitments (Details) $ in Millions	Mar. 31, 2024 USD ($)
Minimum Purchase Commitment
2025	$ 647
2026	544
2027	122
2028	75
2029	23
Total	$ 1,411

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Commitments and Contingencies - Guarantor Obligations (Details) $ in Millions	Mar. 31, 2024 USD ($)
Guarantor Obligations [Line Items]
Fiscal 2025	$ 203
Fiscal 2026	84
Fiscal 2027 and Thereafter	708
Total	995
Surety bonds
Guarantor Obligations [Line Items]
Fiscal 2025	81
Fiscal 2026	66
Fiscal 2027 and Thereafter	136
Total	283
Letters of credit
Guarantor Obligations [Line Items]
Fiscal 2025	62
Fiscal 2026	15
Fiscal 2027 and Thereafter	565
Total	642
Stand-by letters of credit
Guarantor Obligations [Line Items]
Fiscal 2025	60
Fiscal 2026	3
Fiscal 2027 and Thereafter	7
Total	$ 70

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Commitments and Contingencies - Contingencies (Details) - TCS Litigation $ in Millions	1 Months Ended
	Nov. 30, 2023 USD ($)
Loss Contingencies [Line Items]
Proceeds from litigation settlement	$ 210
Compensatory Damages
Loss Contingencies [Line Items]
Proceeds from litigation settlement	70
Punitive Damages
Loss Contingencies [Line Items]
Proceeds from litigation settlement	$ 140