Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2024


☐			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.: 001-38033


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) 972-7000

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

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

Accelerated Filer

Non-accelerated Filer

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes x No

180,813,230 shares of common stock, par value $0.01 per share, were outstanding on July 22, 2024.

TABLE OF CONTENTS


Item		Page
	PART I – FINANCIAL INFORMATION

1.	Financial Statements (unaudited)	1
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
3.	Quantitative and Qualitative Disclosures About Market Risk	41
4.	Controls and Procedures	41

	PART II – OTHER INFORMATION

1.	Legal Proceedings	41
1A.	Risk Factors	41
2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
3.	Defaults Upon Senior Securities	42
4.	Mine Safety Disclosures	42
5.	Other Information	42
6.	Exhibits	43

PART I

ITEM 1. FINANCIAL STATEMENTS

Index to Condensed Consolidated Financial Statements



			Page
Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2024 and June 30, 2023 (unaudited)			2

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended June 30, 2024 and June 30, 2023 (unaudited)			3

Condensed Consolidated Balance Sheets as of June 30, 2024 and March 31, 2024 (unaudited)			4

Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2024, and June 30, 2023 (unaudited)			5

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended June 30, 2024 and June 30, 2023 (unaudited)			6

Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1–Summary of Significant Accounting Policies			7

Note 2 –Earnings Per Share			9
Note 3 –Receivables			9
Note 4 –Leases			10
Note 5 –Derivative Instruments			12
Note 6 –Intangible Assets			14
Note 7 –Goodwill			15
Note 8 –Debt			16
Note 9 –Revenue			17
Note 1 0 –Restructuring Costs			18
Note 1 1 –Pension and Other Benefit Plans			19
Note 1 2 –Income Taxes			19
Note 1 3 –Stockholders’ Equity			20
Note 1 4 –Stock Incentive Plans			21
Note 1 5 –Cash Flows			22
Note 1 6 –Segment Information			22
Note 1 7 –Commitments and Contingencies			24

DXC TECHNOLOGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)


	Three Months Ended
(in millions, except per-share amounts)	June 30, 2024		June 30, 2023

Revenues	$	3,236	$	3,446

Costs of services (excludes depreciation and amortization and restructuring costs)	2,526		2,719
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	301		327
Depreciation and amortization	326		344
Restructuring costs	39		20
Interest expense	72		66
Interest income	(51)		(49)
Loss on disposition of businesses	—		5
Other income, net	(45)		(64)
Total costs and expenses	3,168		3,368

Income before income taxes	68		78
Income tax expense	43		36
Net income	25		42
Less: net (loss) income attributable to non-controlling interest, net of tax	(1)		6
Net income attributable to DXC common stockholders	$	26	$	36

Income per common share:
Basic	$	0.14	$	0.17
Diluted	$	0.14	$	0.17

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

DXC TECHNOLOGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)


			Three Months Ended
(in millions)			June 30, 2024		June 30, 2023

Net income			$	25	$	42
Other comprehensive income, net of taxes:
	Foreign currency translation adjustments, net of tax expense of $1 and $0		3		34
	Cash flow hedges adjustments, net of tax expense of $1 and $1		3		3

	Pension and other post-retirement benefit plans, net of tax:

		Amortization of prior service cost, net of tax benefit of $0 and $0	(1)		(2)
	Pension and other post-retirement benefit plans, net of tax		(1)		(2)
Other comprehensive income, net of taxes			5		35
Comprehensive income			30		77
	Less: comprehensive (loss) income attributable to non-controlling interest		(1)		6
Comprehensive income attributable to DXC common stockholders			$	31	$	71

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

DXC TECHNOLOGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)


	As of
(in millions, except per-share and share amounts)	June 30, 2024		March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,317	$	1,224
Receivables and contract assets, net of allowance of $40 and $35	2,996		3,253
Prepaid expenses	541		512
Other current assets	109		146

Total current assets	4,963		5,135
Intangible assets, net of accumulated amortization of $5,945 and $5,792	2,011		2,130
Operating right-of-use assets, net	656		731
Goodwill	531		532
Deferred income taxes, net	823		804
Property and equipment, net of accumulated depreciation of $3,497 and $3,515	1,530		1,671
Other assets	2,820		2,857
Assets held for sale - non-current	19		11
Total Assets	$	13,353	$	13,871
LIABILITIES and EQUITY
Current liabilities:
Short-term debt and current maturities of long-term debt	381		271
Accounts payable	676		846
Accrued payroll and related costs	595		558
Operating lease liabilities	258		282
Accrued expenses and other current liabilities	1,261		1,437
Deferred revenue and advance contract payments	762		866
Income taxes payable	160		134

Total current liabilities	4,093		4,394
Long-term debt, net of current maturities	3,766		3,818
Non-current deferred revenue	619		671
Non-current operating lease liabilities	437		497
Non-current income tax liabilities and deferred tax liabilities	546		556
Other long-term liabilities	789		869

Total Liabilities	10,250		10,805
Commitments and contingencies
DXC stockholders’ equity:
Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued as of June 30, 2024 and March 31, 2024	—		—
Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 186,267,057 as of June 30, 2024 and 183,430,878 as of March 31, 2024	2		2
Additional paid-in capital	7,622		7,599
Accumulated deficit	(3,814)		(3,839)
Accumulated other comprehensive loss	(727)		(732)
Treasury stock, at cost, 5,491,373 and 4,591,340 shares as of June 30, 2024 and March 31, 2024	(233)		(219)
Total DXC stockholders’ equity	2,850		2,811
Non-controlling interest in subsidiaries	253		255
Total Equity	3,103		3,066
Total Liabilities and Equity	$	13,353	$	13,871

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

DXC TECHNOLOGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Cash flows from operating activities:
Net income	$	25	$	42
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	333		351
Operating right-of-use expense	80		90
Share-based compensation	23		23
Deferred taxes	(50)		(50)
Gain on dispositions	(1)		(9)
Provision for losses on accounts receivable	7		2
Unrealized foreign currency exchange loss	—		23
Impairment losses and contract write-offs	4		7
Other non-cash charges, net	5		(2)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in assets	161		63
Decrease in operating lease liability	(80)		(90)
Decrease in other liabilities	(269)		(323)
Net cash provided by operating activities	238		127

Cash flows from investing activities:
Purchases of property and equipment	(48)		(55)
Payments for transition and transformation contract costs	(38)		(62)
Software purchased and developed	(107)		(85)
Business dispositions	—		(7)
Proceeds from sale of assets	5		11
Proceeds from short-term investing	—		(3)
Other investing activities, net	—		2
Net cash used in investing activities	(188)		(199)

Cash flows from financing activities:
Borrowings of commercial paper	323		546
Repayments of commercial paper	(172)		(305)
Payments on finance leases and borrowings for asset financing	(91)		(131)
Taxes paid related to net share settlements of share-based compensation awards	(17)		(33)
Repurchase of common stock	(2)		(285)
Other financing activities, net	—		(2)
Net cash provided by (used in) financing activities	41		(210)
Effect of exchange rate changes on cash and cash equivalents	2		—


Net increase (decrease) in cash and cash equivalents	93		(282)
Cash and cash equivalents at beginning of year	1,224		1,858
Cash and cash equivalents at end of period	$	1,317	$	1,576

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

DXC TECHNOLOGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)


	Three Months Ended June 30, 2024
(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, 2024	183,431	$	2	$	7,599	$	(3,839)	$	(732)	$	(219)	$	2,811	$	255	$	3,066
Net income						26						26		(1)		25
Other comprehensive income								5				5				5
Share-based compensation expense				23								23				23
Acquisition of treasury stock										(14)		(14)				(14)

Stock option exercises and other common stock transactions	2,836											—				—
Non-controlling interest distributions and other						(1)						(1)		(1)		(2)
Balance at June 30, 2024	186,267	$	2	$	7,622	$	(3,814)	$	(727)	$	(233)	$	2,850	$	253	$	3,103


	Three Months Ended June 30, 2023
(in millions, except shares in thousands)	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		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						36						36		6		42
Other comprehensive income								35				35				35
Share-based compensation expense				22								22				22
Acquisition of treasury stock										(30)		(30)				(30)
Share repurchase program (2)	(10,976)			(466)		184						(282)				(282)
Stock option exercises and other common stock transactions	3,502											—				—
Non-controlling interest distributions and other												—		(4)		(4)
Balance at June 30, 2023	210,584	$	2	$	8,677	$	(4,445)	$	(739)	$	(217)	$	3,278	$	325	$	3,603

(1) 5,491,373 treasury shares as of June 30, 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 condensed consolidated financial statements.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1 – Summary of Significant Accounting Policies

Business

DXC Technology Company (“DXC,” the “Company,” “we,” “us,” or “our”) 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. Many of 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.

Basis of Presentation

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

The accompanying 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 income attributable to non-controlling interests are presented separately in the statements of comprehensive income. All intercompany transactions and balances have been eliminated.

The financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports and accounting principles generally accepted in the United States (“GAAP”). Certain disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules. These financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (“fiscal 2024”).

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 are 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. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year.

Recent 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 condensed consolidated financial statements.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 2 – Earnings per Share

Basic earnings per share (“EPS”) is computed using the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects 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:


	Three Months Ended
(in millions, except per-share amounts)	June 30, 2024		June 30, 2023

Net income attributable to DXC common shareholders:	$	26	$	36


Common share information:
Weighted average common shares outstanding for basic EPS	179.66		210.11
Dilutive effect of stock options and equity awards	3.27		3.64
Weighted average common shares outstanding for diluted EPS	182.93		213.75

Earnings per share:
Basic	$	0.14	$	0.17
Diluted	$	0.14	$	0.17

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 number of awards excluded were as follows:


	Three Months Ended
		June 30, 2024	June 30, 2023
Stock Options		927,909	918,608
Restricted Stock Units		1,930,605	1,505,292
Performance Stock Units		160,461	1,287,186

Note 3 – Receivables

Allowance for Doubtful Accounts

The following table presents the change in balance for the allowance for doubtful accounts:


	As of
(in millions)	June 30, 2024		March 31, 2024
Beginning balance	$	35	$	47

Provisions for losses on accounts receivable	7		—
Other adjustments to allowance and write-offs	(2)		(12)
Ending balance	$	40	$	35

Receivables Facility

The Company has an accounts receivable sales facility (as amended, restated, supplemented or otherwise modified, the “Receivables Facility”) with certain unaffiliated financial institutions (the “Purchasers”) for the sale of commercial accounts receivable in the United States up to a maximum amount of $400 million. The Receivables Facility was amended on July 26, 2024, extending the termination date to July 25, 2025.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of June 30, 2024, the total availability under the Receivables Facility was $400 million and the amount sold to the Purchasers was $381 million, which was derecognized from the Company’s balance sheet. As of June 30, 2024, the Company recorded a $19 million asset within accounts receivable because the amount of cash proceeds received by the Company under the Receivables Facility was less than the total availability.

The fair value of the sold receivables approximated book value due to the short-term nature, and as a result, no gain or loss on sale of receivables was recorded.

Note 4 – Leases

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


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Operating lease cost	$	80	$	90
Short-term lease cost	6		7
Variable lease cost	13		15
Sublease income	(5)		(4)
Total operating costs	$	94	$	108

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.


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	80	$	90
ROU assets obtained in exchange for operating lease liabilities(1)	$	35	$	23

(1) Net of $237 million and $230 million in lease modifications and terminations for the three months ended June 30, 2024 and June 30, 2023, respectively. See Note 15 – “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	June 30, 2024		March 31, 2024
ROU operating lease assets	Operating right-of-use assets, net	$	656	$	731

Operating lease liabilities	Current operating lease liabilities	$	258	$	282
Operating lease liabilities	Non-current operating lease liabilities	437		497
Total operating lease liabilities		$	695	$	779

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The weighted-average operating lease term was 3.7 years and 3.9 years as of June 30, 2024 and March 31, 2024, respectively. The weighted-average operating lease discount rate was 4.7% and 4.6% as of June 30, 2024 and March 31, 2024, respectively.

The following maturity analysis presents expected undiscounted cash payments for operating leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	218	$	206	$	127	$	101	$	61	$	49	$	762
Less: imputed interest													(67)
Total operating lease liabilities													$	695

Finance Leases

The components of finance lease expense were as follows:


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Amortization of right-of-use assets	$	25	$	42
Interest on lease liabilities	4		4
Total finance lease cost	$	29	$	46

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


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Interest paid for finance lease liabilities – Operating cash flows	$	4	$	4
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	55		61
Total cash paid in the measurement of finance lease obligations	$	59	$	65

Capital expenditures through finance lease obligations(1)	$	7	$	17

(1) See Note 15 – ”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	June 30, 2024		March 31, 2024
ROU finance lease assets	Property and Equipment, net	$	233	$	264

Finance lease	Short-term debt and current maturities of long-term debt	$	160	$	178
Finance lease	Long-term debt, net of current maturities	218		242
Total finance lease liabilities(1)		$	378	$	420

(1) See Note 8 – “Debt” for further information on finance lease liabilities.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The weighted-average finance lease term was 2.8 years and 2.9 years as of June 30, 2024 and March 31, 2024, respectively. The weighted-average finance lease discount rate was 4.5% and 4.3% as of June 30, 2024 and March 31, 2024, respectively.

The following maturity analysis presents expected undiscounted cash payments for finance leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	139	$	132	$	85	$	41	$	13	$	—	$	410
Less: imputed interest													(32)
Total finance lease liabilities													$	378

Note 5 – 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 purposes.

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 and Indian Rupee-denominated obligations and forecasted transactions. The notional amounts of foreign currency forward contracts designated as cash flow hedges as of June 30, 2024 and March 31, 2024 were $838 million and $885 million, respectively. As of June 30, 2024, the related forecasted transactions extend through August 2026.

During the three months ended June 30, 2024 and June 30, 2023, respectively, the Company had no cash flow hedges for which it was probable that the hedged transaction would not occur.

See Note 13 – “Stockholders’ Equity” for changes in accumulated other comprehensive loss, net of taxes, related to the Company’s derivatives designated for hedge accounting. As of June 30, 2024, $5 million of gain related to cash flow hedges 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 primarily short-term foreign currency forward contracts to hedge certain foreign currency denominated assets and liabilities, including intercompany accounts and forecasted transactions. The net notional amounts of the foreign currency forward contracts outstanding as of June 30, 2024 and March 31, 2024 were $1.4 billion and $1.5 billion, respectively.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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


	For the Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Foreign currency remeasurement(1)	$	7	$	(4)
Undesignated foreign currency forward contracts(2)	(6)		(4)
Total - Foreign currency loss (gain)	$	1	$	(8)

(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.

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 June 30, 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 $11 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 June 30, 2024 and March 31, 2024, DXC had $697 million and $702 million, respectively, of foreign currency-denominated debt designated as hedges of net investments in non-U.S. subsidiaries. For the three months ended June 30, 2024, the pre-tax impact of gain on foreign currency-denominated debt designated for hedge accounting recognized in other comprehensive income was $5 million.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 6 – Intangible Assets

Intangible assets consisted of the following:


	As of June 30, 2024						As of March 31, 2024
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	3,762	$	3,132	$	630	$	3,721	$	3,070	$	651
Customer related intangible assets	3,886		2,672		1,214		3,892		2,588		1,304
Other intangible assets	308		141		167		309		134		175
Total intangible assets	$	7,956	$	5,945	$	2,011	$	7,922	$	5,792	$	2,130

The components of amortization expense were as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Intangible asset amortization	$	179	$	183
Transition and transformation contract cost amortization(1)	53		48
Total amortization expense	$	232	$	231

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

Estimated future amortization related to intangible assets as of June 30, 2024 is as follows:


Fiscal Year	(in millions)
Remainder of 2025	$	533
2026	622
2027	426
2028	182
2029	86
Thereafter	162
Total	$	2,011

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 7 – Goodwill

The following table summarizes the changes in the carrying amount of goodwill, by segment, as of June 30, 2024.


(in millions)	GBS		GIS		Total


Balance as of March 31, 2024, net	$	532	$	—	$	532



Foreign currency translation	(1)		—		(1)
Balance as of June 30, 2024, net	$	531	$	—	$	531

Goodwill, gross	5,021		5,066		10,087
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of June 30, 2024, net	$	531	$	—	$	531

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 8 – Debt

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


(in millions)	Interest Rates	Fiscal Year Maturities	June 30, 2024(1)		March 31, 2024(1)
Short-term debt and current maturities of long-term debt
Commercial paper(2)	4.26% - 4.32%	2025	$	150	$	—
Current maturities of long-term debt	Various	2025 - 2026	71		93
Current maturities of finance lease liabilities	0.01% - 14.59%	2025 - 2026	160		178
Short-term debt and current maturities of long-term debt			$	381	$	271

Long-term debt, net of current maturities
€650 million Senior notes	1.75%	2026	696		700
$700 million Senior notes	1.80%	2027	697		697
€750 million Senior notes	0.45%	2028	801		806
$650 million Senior notes	2.375%	2029	646		646
€600 million Senior notes	0.95%	2032	638		643






Finance lease liabilities	0.01% - 14.59%	2025 - 2030	378		420
Borrowings for assets acquired under long-term financing	0.00% - 9.78%	2025 - 2029	141		177


Long-term debt			3,997		4,089
Less: current maturities			231		271
Long-term debt, net of current maturities			$	3,766	$	3,818

(1)The carrying amounts of the senior notes as of June 30, 2024 and March 31, 2024, include the remaining principal outstanding of $3,493 million and $3,509 million, respectively, net of total unamortized debt (discounts) and premiums, and deferred debt issuance costs of $15 million and $17 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 as of both June 30, 2024 and March 31, 2024, compared with carrying value of $3.6 billion and $3.7 billion as of June 30, 2024 and March 31, 2024, respectively. Long-term debt excluding finance lease liabilities are classified as Level 1 or Level 2 within the fair value hierarchy.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 9 – 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:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
United States	$	897	$	1,002
United Kingdom	448		465
Other Europe	1,030		1,064
Australia	299		342
Other International	562		573

Total Revenues	$	3,236	$	3,446

The revenue by geography pertains to both of the Company’s reportable segments. Refer to Note 16 – “Segment Information” for the Company’s segment disclosures.

Remaining Performance Obligations

As of June 30, 2024, approximately $16.7 billion of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 34% 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, contract assets and contract liabilities:


		As of
(in millions)	Balance Sheet Line Item	June 30, 2024		March 31, 2024
Trade receivables, net	Receivables and contract assets, net of allowance for doubtful accounts	$	2,036	$	2,195
Contract assets	Receivables and contract assets, net of allowance for doubtful accounts	$	366	$	362
Contract liabilities	Deferred revenue and advance contract payments and Non-current deferred revenue	$	1,381	$	1,537

Change in contract liabilities were as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Balance, beginning of period	$	1,537	$	1,842
Deferred revenue	370		464
Recognition of deferred revenue	(456)		(548)
Currency translation adjustment	(3)		13
Other	(67)		(14)
Balance, end of period	$	1,381	$	1,757

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 10 – Restructuring Costs

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


	As of
(in millions)	June 30, 2024		March 31, 2024
Accrued expenses and other current liabilities	$	40	$	40
Other long-term liabilities	8		11
Total	$	48	$	51

Summary of Restructuring Plans

Fiscal 2025 Plan

During fiscal 2025, management approved global cost savings initiatives designed to better align the Company’s workforce, facility and data center requirements (the “Fiscal 2025 Plan”).

Restructuring Liability Reconciliations by Plan


	Restructuring Liability as of March 31, 2024		Costs Expensed, Net of Reversals		Costs Not Affecting Restructuring Liability(1)		Cash Paid		Other(2)		Restructuring Liability as of June 30, 2024
Fiscal 2025 Plan
Workforce Reductions	$	—	$	18	$	—	$	(7)	$	—	$	11
Facilities Costs	—		16		(15)		—		—		1
	—		34		(15)		(7)		—		12

Fiscal 2024 Plan
Workforce Reductions	$	8	$	—	$	—	$	(5)	$	(1)	$	2
Facilities Costs	2		4		—		(5)		—		1
	10		4		—		(10)		(1)		3

Other Prior Year and Acquired Plans
Workforce Reductions	$	40	$	(3)	$	—	$	(4)	$	(1)	$	32
Facilities Costs	1		4		(1)		(3)		—		1
	41		1		(1)		(7)		(1)		33
Total	$	51	$	39	$	(16)	$	(24)	$	(2)	$	48

(1) Restructuring costs associated with right-of-use assets.

(2) Foreign currency translation adjustments.

Restructuring costs for the three months ended June 30, 2024 includes $4 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.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 11 – Pension and Other Benefit Plans

Defined Benefit Plans

The components of net periodic pension income were:



	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Service cost	$	13	$	15
Interest cost	74		79
Expected return on assets	(113)		(114)

Amortization of prior service credit	(1)		(2)




Net periodic pension income	$	(27)	$	(22)

The service cost component of net periodic pension income is presented in costs of services, and selling, general and administrative and the other components of net periodic pension income are presented in other income, net.

Note 12 – Income Taxes

The Company’s effective tax rate (“ETR”) was 63.2% and 46.2% for the three months ended June 30, 2024, and June 30, 2023, respectively. For the three months ended June 30, 2024, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, a reduction in a deferred tax asset for stock based compensation, and a decrease in a deferred tax liability for estimated taxes associated with the repatriation of foreign earnings. For the three months ended June 30, 2023, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, and a decrease in uncertain tax positions due to an income tax audit settlement.

The majority of our global unremitted foreign earnings have been taxed or would be exempt from U.S. tax upon repatriation. Such earnings and the majority of current foreign earnings are not indefinitely reinvested. The following earnings are considered indefinitely reinvested: approximately $477 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 $349 million of earnings in foreign subsidiaries. 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.

In connection with the merger of Computer Sciences Corporation (“CSC”) and the Enterprise Services business of Hewlett Packard Enterprise Company (the “HPES Merger”), the Company entered into a tax matters agreement with Hewlett Packard Enterprise Company (“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.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In connection with the sale of its healthcare provider software business (“HPS”), 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 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 $517 million (including estimated interest and penalties) for the unreserved portion of these items and cash tax payments of approximately $592 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 do not expect the U.S. Tax Court matters to be resolved in the next 12 months.

During 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 promptly and filed for relief under Treas. Reg. Sec. 1.367(a)-8(p) 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 2011, no earlier than the end of fiscal year 2026. The Company expects to reach resolution for the fiscal and tax return years 2012 and 2013 no earlier than fiscal year 2028. The Company expects to reach resolution for fiscal and tax return years 2014 through 2021 no earlier than the end of fiscal year 2026.

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. For the three months ended June 30, 2024, the Company’s liability for uncertain tax positions increased by $5 million (excluding interest and penalties and related tax attributes) primarily due to the benefit of the U.S. research and development income tax credit. 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 $63 million.

Note 13 – Stockholders’ Equity

Share Repurchase Program

During the first quarter of fiscal 2025, there were no share repurchases under our Share Repurchase Program. The details of shares repurchased during the three months ended June 30, 2023 are shown below:


	Fiscal 2024
Fiscal Period		Number of Shares Repurchased	Average Price Per Share		Amount (in millions)
1st Quarter
Open market purchases		10,975,643	$	25.53	$	280
Total		10,975,643	$	25.53	$	280

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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, 2024	$	(939)	$	—	$	207	$	(732)
Other comprehensive income before reclassifications	3		3		—		6
Amounts reclassified from accumulated other comprehensive loss	—		—		(1)		(1)
Balance at June 30, 2024	$	(936)	$	3	$	206	$	(727)


(in millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Pension and Other Post-retirement Benefit Plans		Accumulated Other Comprehensive Loss
Balance at March 31, 2023	$	(985)	$	(7)	$	218	$	(774)
Other comprehensive income before reclassifications	34		3		—		37
Amounts reclassified from accumulated other comprehensive loss	—		—		(2)		(2)
Balance at June 30, 2023	$	(951)	$	(4)	$	216	$	(739)

Note 14 – Stock Incentive Plans

Restricted Stock Units and Performance-Based Restricted Stock Units

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. The Company also grants performance-based restricted stock units (“PSUs”), which generally vest at the end of a three year period. The number of PSUs that ultimately vest is dependent upon the Company’s achievement of certain specified market- and performance-based criteria over the three-year vesting period. The fair value of RSUs and PSUs is based on the Company’s common stock closing price on the grant date. For PSUs with a market-based condition, DXC uses a Monte Carlo simulation model to value the grants.


	Employee Equity Plan			Director Equity Plan
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2024	8,311,293	$	33.97	213,755	$	26.82
Granted	6,881,052	$	21.73	12,040	$	17.86

Settled	(2,858,798)	$	51.16	—	$	—
Canceled/Forfeited	(1,012,310)	$	30.28	—	$	—
Outstanding as of June 30, 2024	11,321,237	$	22.51	225,795	$	26.34

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Share-Based Compensation


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023


Total share-based compensation cost	$	23	$	23
Related income tax benefit	$	3	$	3

Note 15 – Cash Flows

Cash payments for interest on indebtedness and income taxes and other select non-cash activities are as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Cash paid for:
Interest	$	57	$	51
Taxes on income, net of refunds (1)	$	52	$	52

Non-cash activities:


Operating:
ROU assets obtained in exchange for lease, net (2)	$	35	$	23
Prepaid assets acquired under long-term financing	$	—	$	4
Investing:
Capital expenditures in accounts payable and accrued expenses	$	3	$	3
Capital expenditures through finance lease obligations	$	7	$	17
Assets acquired under long-term financing	$	—	$	27
Financing:
Shares repurchased but not settled in cash (3)	$	—	$	13

(1) Income tax refunds were $16 million and $6 million for the three months ended June 30, 2024 and June 30, 2023, respectively.

(2) Net of $237 million and $230 million in lease modifications and terminations for the three months ended June 30, 2024 and June 30, 2023, 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.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 16 – Segment 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
Three Months Ended June 30, 2024
Revenues	$	1,673	$	1,563	$	3,236	$	—	$	3,236
Segment profit	$	181	$	114	$	295	$	(73)	$	222
Depreciation and amortization(1)	$	40	$	175	$	215	$	24	$	239

Three Months Ended June 30, 2023
Revenues	$	1,703	$	1,743	$	3,446	$	—	$	3,446
Segment profit	$	192	$	91	$	283	$	(59)	$	224
Depreciation and amortization(1)	$	45	$	184	$	229	$	26	$	255

(1) Depreciation and amortization as presented excludes amortization of acquired intangible assets of $87 million and $89 million for the

three months ended June 30, 2024 and June 30, 2023, respectively.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Reconciliation of Reportable Segment Profit to Consolidated Total

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 other post-retirement benefit (“OPEB”) actuarial and settlement gains and losses, restructuring costs, transaction, separation, and integration-related costs and amortization of acquired intangible assets.


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Profit
Total profit for reportable segments	$	295	$	283
All other loss	(73)		(59)
Subtotal	$	222	$	224
Interest income	51		49
Interest expense	(72)		(66)
Restructuring costs	(39)		(20)
Transaction, separation and integration-related costs	(7)		(1)
Amortization of acquired intangible assets	(87)		(89)
Merger related indemnification	—		(11)
Loss on disposition of businesses	—		(5)
Impairment losses	—		(3)
Income before income taxes	$	68	$	78

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.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 17 – Commitments and Contingencies

Commitments

Minimum purchase commitments as of June 30, 2024 were as follows:


Fiscal year	Minimum Purchase Commitment
(in millions)
Remainder of 2025	$	426
2026	556
2027	137
2028	83
2029	30
Thereafter	5
Total	$	1,237

Contingencies

Securities Litigation:

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. The trial date has since been extended to February 2026. In May 2024, the Court entered an order granting Plaintiffs’ motion for class certification. In July 2024, notice was provided to potential class members. The case is otherwise in discovery.

On August 2, 2024, a purported class action lawsuit was filed in the United States District Court for the Eastern District of Virginia against the Company and certain of its current and former officers. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and is premised on allegedly false and/or misleading statements regarding the Company’s transformation journey. The putative class of plaintiffs includes investors who acquired DXC stock during the period of May 26, 2021 to May 16, 2024.

The Company believes that the lawsuits described above are without merit and intends to vigorously defend all claims asserted.

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 12 – “Income Taxes” for further information.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

TCS Litigation: In April 2019, the Company filed a lawsuit against Tata Consultancy Services Limited (“TCS”) and Tata America International Corporation 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. In June 2024, the Court entered a final order in the case, affirming the jury’s verdict in the Company’s favor and revising the monetary award to $56 million in compensatory damages and $112 million in punitive damages. The Court also awarded the Company $26 million in prejudgment interest, post-judgment interest at an annual rate of 4.824%, and its attorney’s fees and costs, in an amount to be determined in a later order. The total award to the Company is $194 million, plus its attorney’s fees and costs. The Court also issued a permanent injunction enjoining TCS from, among other things, possessing, accessing, or using any of the Company’s trade secrets that were at issue in the case, and appointing a monitor to confirm, among other things, that TCS does not do so. TCS may choose to appeal the decision of the District Court. 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.

DXC TECHNOLOGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

All statements and assumptions contained in this Quarterly Report on Form 10-Q 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;

•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 in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and subsequent SEC filings, including Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.

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 Quarterly Report on Form 10-Q speaks only as of the date on which this Quarterly Report on Form 10-Q 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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The purpose of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to present information that management believes is relevant to an assessment and understanding of our results of operations and cash flows for the first quarter of fiscal 2025 and our financial condition as of June 30, 2024. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and accompanying notes.

The MD&A is organized in the following sections:

•Background

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Estimates

The following discussion includes a comparison of our results of operations and liquidity and capital resources for the first quarters of fiscal 2025 and fiscal 2024. References are made throughout to the numbered Notes to the Condensed Consolidated Financial Statements (“Notes”) in this Quarterly Report on Form 10-Q.

Background

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

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

Key Metrics

Key metrics for the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 are included below. We have presented organic revenue and diluted earnings per share on a non-GAAP basis. For more information, see “Non-GAAP Financial Measures.”

•Revenues of $3.2 billion, down 6.1% compared to the same period a year ago, and down 4.4% on an organic basis;

•Diluted earnings per share of $0.14, compared to $0.17 in the same period a year ago; adjusted diluted earnings per share of $0.74, compared to $0.63 in the same period a year ago;

•For the first quarter of fiscal 2025, operating cash flow of $238 million, less capital expenditures of $193 million, resulted in positive free cash flow of $45 million, compared to negative free cash flow of $75 million in the same period a year ago.

Results of Operations for the Three Months Ended June 30, 2024 and the Three Months Ended June 30, 2023

Revenues

Revenues across operating segments and geographies are provided below:


	Three Months Ended						Three Months Ended
(in millions)	June 30, 2024		June 30, 2023		Percentage Change		Constant Currency June 30, 2024(1)		Percentage Change in Constant Currency(1)
Geographic Market
United States	$	897	$	1,002	(10.5)	%	$	897	(10.5)	%
United Kingdom	448		465		(3.7)	%	445		(4.3)	%
Other Europe	1,030		1,064		(3.2)	%	1,040		(2.3)	%
Australia	299		342		(12.6)	%	302		(11.7)	%
Other International	562		573		(1.9)	%	601		4.9	%
Total Revenues	$	3,236	$	3,446	(6.1)	%	$	3,285	(4.7)	%

Reportable Segments
GBS	$	1,673	$	1,703	(1.8)	%	$	1,703	—	%
GIS	1,563		1,743		(10.3)	%	1,582		(9.3)	%
Total Revenues	$	3,236	$	3,446	(6.1)	%	$	3,285	(4.7)	%

(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."

For the first quarter of fiscal 2025, our total revenue was $3.2 billion, a decrease of $0.2 billion or 6.1%, compared to the same period a year ago. The 6.1% decrease against the comparative period includes a 1.4% unfavorable foreign currency exchange rate impact, a 0.3% decline in revenue from the disposition of certain businesses, and a 4.4% decline in organic revenue. Organic revenue growth is a non-GAAP measure. For more information, see "Non-GAAP Financial Measures".

For the discussion of risks associated with our foreign operations, see Part 1, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

Global Business Services

For the first quarter of fiscal 2025, GBS revenue was $1.7 billion, a decrease of $30 million or 1.8% compared to the same period a year ago. The 1.8% decrease against the comparative period includes a 1.8% unfavorable foreign currency exchange rate impact and a 0.5% decline in revenue from the disposition of certain businesses, partially offset by 0.5% organic revenue growth from additional services provided to new and existing customers. GBS accounts for 51.7% of total revenue, an increase of 230 basis points against the comparative period.

Global Infrastructure Services

For the first quarter of fiscal 2025, GIS revenue was $1.6 billion, a decrease of $180 million or 10.3% compared to the same period a year ago. The 10.3% decrease against the comparative period includes a 1.0% unfavorable foreign currency exchange rate impact and a 9.3% decline in organic revenue from project completions, early terminations, and lower resale revenue.

Costs and Expenses

Our total costs and expenses are provided below:


	Dollar Amount
	Three Months Ended June 30,				Change
(in millions)	2024		2023		Dollar		Percent
Costs of services (excludes depreciation and amortization and restructuring costs)	$	2,526	$	2,719	$	(193)	(7.1)	%
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	301		327		(26)		(8.0)	%
Depreciation and amortization	326		344		(18)		(5.2)	%
Restructuring costs	39		20		19		95.0	%
Interest expense	72		66		6		9.1	%
Interest income	(51)		(49)		(2)		4.1	%
Loss on disposition of businesses	—		5		(5)		(100.0)	%
Other income, net	(45)		(64)		19		(29.7)	%
Total costs and expenses	$	3,168	$	3,368	$	(200)	(5.9)	%

Costs of Services

Costs of services, excluding depreciation and amortization and restructuring costs (“COS”), were $2.5 billion for the first quarter of fiscal 2025, a decrease of $193 million compared to the same period a year ago. The $193 million decrease was primarily due to a decrease in costs from lower revenue levels, a reduction in professional services and contractor-related expenses from our cost optimization efforts, and a favorable foreign currency exchange rate impact.

Gross margin (Revenues less COS as a percentage of revenue) was 21.9% and 21.1% for the first quarters of fiscal 2025 and 2024, respectively.

Selling, General and Administrative

Selling, general and administrative expense, excluding depreciation and amortization and restructuring costs (“SG&A”), was $301 million for the first quarter of fiscal 2025, a decrease of $26 million compared to the same period a year ago. During this quarter, SG&A as a percentage of revenues was 9.3%, a decrease of 20 basis points from the prior year period. The $26 million decrease in SG&A expenses was primarily driven by lower payroll and related expenses, and lower merger-related indemnification expenses, partially offset by higher transaction, separation and integration-related (“TSI”) costs.

Depreciation and Amortization

Depreciation expense was $94 million for the first quarter of fiscal 2025, a decrease of $19 million compared to the same period a year ago. The decrease in depreciation expense was primarily due to lower average net property and equipment balances.

Amortization expense was $232 million for the first quarter of fiscal 2025, consistent with the prior year period.

Restructuring Costs

During fiscal 2025, management approved global cost savings initiatives designed to better align our workforce, facility and data center requirements. Total restructuring costs recorded, net of reversals, was $39 million for the first quarter of fiscal 2025, an increase of $19 million compared to the same period a year ago.

See Note 10 – “Restructuring Costs” for additional information about our restructuring actions.

Interest Expense and Interest Income

Net interest expense (interest expense less interest income) was $21 million for the first quarter of fiscal 2025, an increase of $4 million as compared to the same period a year ago primarily due to lower net interest income from lower levels of global cash balances.

Loss on Disposition of Businesses

During the first quarter of fiscal 2024, the Company sold insignificant businesses that resulted in a loss of $5 million.

Other Income, Net

Other income, net comprises non-service cost components of net periodic pension income, pension and other post-retirement benefit (“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 sales of assets, and other miscellaneous gains and losses. The following table summarizes components of other income, net.

The components of other income, net for the first quarters of fiscal 2025 and 2024 were as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023		Dollar Change
Non-service cost components of net periodic pension income	$	(40)	$	(37)	$	(3)
Foreign currency loss (gain)	1		(8)		9
(Gain) loss on sales of assets	(6)		(21)		15
Other loss (gain)	—		2		(2)
Total	$	(45)	$	(64)	$	19

Other income, net, was $45 million and $64 million during the first quarters of fiscal 2025 and fiscal 2024, respectively, a change of $19 million compared to the same period a year ago that was primarily due to:

•a $3 million increase in net periodic pension income, primarily due to changes in expected returns on assets and other actuarial assumptions;

•a $9 million increase in foreign currency losses, 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; and

•a $15 million decrease in gains from sales of assets, partially offset by a $2 million reduction in other losses.

Taxes

Our effective tax rate (“ETR”) was 63.2% and 46.2% for the first quarter of fiscal 2025 and the first quarter of fiscal 2024, respectively. For the first quarter of fiscal 2025, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, a reduction in a deferred tax asset for stock based compensation, and a decrease in a deferred tax liability for estimated taxes associated with the repatriation of foreign earnings. For the first quarter of fiscal 2024, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, and a decrease in uncertain tax positions due to an income tax audit settlement.

Earnings Per Share

Diluted EPS for the first quarter of fiscal 2025 was $0.14, compared to $0.17 in the first quarter of fiscal 2024. The decrease in earnings per share was primarily due to a decrease of $10 million in net income attributable to DXC common stockholders, partially offset by a lower weighted average common shares outstanding.

Diluted EPS for the first quarter of fiscal 2025 includes $0.17 per share of restructuring costs, $0.03 per share of transaction, separation and integration-related costs, and $0.39 per share of amortization of acquired intangible assets.

Diluted EPS for the first quarter of fiscal 2024 includes $0.07 per share of restructuring costs, $0.32 per share of amortization of acquired intangible assets, $0.02 per share of net losses on dispositions, $0.03 per share of impairment losses, and $0.01 per share of tax adjustments.

Non-GAAP Financial Measures

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

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

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

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

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

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

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

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
	Three Months Ended June 30,				Change
(in millions)	2024		2023		Dollar		Percent
Income before income taxes	$	68	$	78	$	(10)	(12.8)	%
Non-GAAP income before income taxes	$	201	$	207	$	(6)	(2.9)	%
Net income	$	25	$	42	$	(17)	(40.5)	%
Adjusted EBIT	$	222	$	224	$	(2)	(0.9)	%

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 third party 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.

•Merger related indemnification - in fiscal 2024, represents the Company’s then current estimate of potential liability to HPE for a tax related indemnification.

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

•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.

•Tax adjustments – discrete tax adjustments to impair or recognize certain deferred tax assets, adjustments for changes in tax legislation and the impact of merger and divestitures. Income tax expense of all other (non-discrete) non-GAAP adjustments is based on the difference in the GAAP annual effective tax rate (AETR) and overall non-GAAP provision (consistent with the GAAP methodology).

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


	Three Months Ended June 30, 2024
(in millions, except per-share amounts)	As Reported			Restructuring Costs		Transaction, Separation and Integration-Related Costs		Amortization of Acquired Intangible Assets		Non-GAAP Results
Income before income taxes	$	68		$	39	$	7	$	87	$	201
Income tax expense	43			7		1		15		66
Net income	25			32		6		72		135
Less: net loss attributable to non-controlling interest, net of tax	(1)			—		—		—		(1)
Net income attributable to DXC common stockholders	$	26		$	32	$	6	$	72	$	136

Effective Tax Rate	63.2		%							32.8		%

Basic EPS	$	0.14		$	0.18	$	0.03	$	0.40	$	0.76
Diluted EPS	$	0.14		$	0.17	$	0.03	$	0.39	$	0.74

Weighted average common shares outstanding for:
Basic EPS	179.66			179.66		179.66		179.66		179.66
Diluted EPS	182.93			182.93		182.93		182.93		182.93


	Three Months Ended June 30, 2023
(in millions, except per-share amounts)	As Reported			Restructuring Costs		Transaction, Separation and Integration-Related Costs		Amortization of Acquired Intangible Assets		Merger Related Indemnification		Gains and Losses on Dispositions		Impairment Losses		Tax Adjustments		Non-GAAP Results
Income before income taxes	$	78		$	20	$	1	$	89	$	11	$	5	$	3	$	—	$	207
Income tax expense	36			5		—		21		11		—		1		(3)		71
Net income	42			15		1		68		—		5		2		3		136
Less: net income attributable to non-controlling interest, net of tax	6			—		—		—		—		—		(4)		—		2
Net income attributable to DXC common stockholders	$	36		$	15	$	1	$	68	$	—	$	5	$	6	$	3	$	134

Effective Tax Rate	46.2		%															34.3		%

Basic EPS	$	0.17		$	0.07	$	0.00	$	0.32	$	0.00	$	0.02	$	0.03	$	0.01	$	0.64
Diluted EPS	$	0.17		$	0.07	$	0.00	$	0.32	$	0.00	$	0.02	$	0.03	$	0.01	$	0.63

Weighted average common shares outstanding for:
Basic EPS	210.11			210.11		210.11		210.11		210.11		210.11		210.11		210.11		210.11
Diluted EPS	213.75			213.75		213.75		213.75		213.75		213.75		213.75		213.75		213.75

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


	Three Months Ended
	June 30, 2024		June 30, 2023
Total revenue growth	(6.1)	%	(7.0)	%
Foreign currency	1.4	%	0.7	%
Acquisition and divestitures	0.3	%	2.7	%
Organic revenue growth	(4.4)	%	(3.6)	%

GBS revenue growth	(1.8)	%	(3.1)	%
Foreign currency	1.8	%	0.8	%
Acquisition and divestitures	0.5	%	5.6	%
GBS organic revenue growth	0.5	%	3.3	%

GIS revenue growth	(10.3)	%	(10.6)	%
Foreign currency	1.0	%	0.7	%
Acquisition and divestitures	—	%	—	%
GIS organic revenue growth	(9.3)	%	(9.9)	%

Reconciliations of net income to adjusted EBIT are as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Net income	$	25	$	42
Income tax expense	43		36
Interest income	(51)		(49)
Interest expense	72		66
EBIT	89		95
Restructuring costs	39		20
Transaction, separation and integration-related costs	7		1
Amortization of acquired intangible assets	87		89
Merger related indemnification	—		11
Loss on disposition of businesses	—		5
Impairment losses	—		3
Adjusted EBIT	$	222	$	224

Liquidity and Capital Resources

Cash and Cash Equivalents and Cash Flows

As of June 30, 2024, our cash and cash equivalents (“cash”) were $1.3 billion, of which $0.7 billion was held outside of the U.S. As of March 31, 2024, our cash was $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 and pool arrangements with various counterparties to manage liquidity efficiently that enable participating subsidiaries to draw on the Company’s pooled resources to meet liquidity needs.

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

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

The following table summarizes our cash flow activity:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023		Change
Net cash provided by (used in):
Operating activities	$	238	$	127	$	111
Investing activities	(188)		(199)		11
Financing activities	41		(210)		251
Effect of exchange rate changes on cash and cash equivalents	2		—		2

Net increase (decrease) in cash and cash equivalents	$	93	$	(282)	$	375

Cash and cash equivalents at beginning of year	1,224		1,858
Cash and cash equivalents at the end of period	$	1,317	$	1,576

Operating cash flow

Net cash provided by operating activities was $238 million and $127 million, respectively, during the first quarters of fiscal 2025 and fiscal 2024, reflecting a year-over-year increase of $111 million. The increase was primarily due to:

•a $162 million favorable change in working capital during the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 primarily from improvements in our cash conversion cycle, partially offset by

•a decrease in net income, net of adjustments of $51 million.

The following table contains certain key working capital metrics:


	Three Months Ended
	June 30, 2024	June 30, 2023
Days of sales outstanding in accounts receivable	68	68

Days of purchases outstanding in accounts payable	(54)	(48)
Cash conversion cycle	14	20

Investing cash flow

Net cash used in investing activities was $188 million and $199 million, respectively, during the first quarters of fiscal 2025 and fiscal 2024, reflecting a year-over-year change of $11 million. The change was primarily due to:

•a $9 million decrease in capital expenditures, and

•a $7 million decrease in cash outflows from business dispositions, partially offset by

•a $5 million decrease in cash inflows from other net investing activities.

Financing cash flow

Net cash provided by (used in) financing activities was $41 million and $(210) million, respectively, during the first quarters of fiscal 2025 and fiscal 2024, reflecting a year-over-year change of $251 million. The change was primarily due to:

•a $299 million decrease in cash outflows from no share repurchase activity during the first quarter of fiscal 2025 and a decrease in related taxes paid on net share settlements, and

•a $40 million decrease in payments on capital leases and borrowings for asset financings, as the Company continues reducing the volume of these financing arrangements, partially offset by

•a $90 million decrease in cash inflows from commercial paper borrowings, net of repayments.

Debt Financing

The following table summarizes our total debt:


	As of
(in millions)	June 30, 2024		March 31, 2024		Change
Short-term debt and current maturities of long-term debt	$	381	$	271	$	110
Long-term debt, net of current maturities	3,766		3,818		(52)
Total debt	$	4,147	$	4,089	$	58

The $58 million increase in total debt during the first quarter of fiscal 2025 was primarily attributable to the increase in borrowings of commercial paper, partially offset by decreases in finance leases and borrowings for asset financing attributable to payments exceeding additions and a favorable foreign currency exchange rate of U.S. dollar against the Euro.

We were in compliance with all financial covenants associated with our borrowings as of June 30, 2024 and June 30, 2023.

Our credit ratings are as follows:

Rating Agency

Long Term Ratings

Short Term Ratings

Outlook

Fitch

BBB

F-2

Stable

Moody’s

Baa2

P-2

Negative

S&P

BBB-

Stable

For information on the risks of ratings downgrades, see Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

Liquidity

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

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

Our total liquidity of $4.5 billion as of June 30, 2024, includes $1.3 billion of cash and cash equivalents and $3.2 billion of available borrowings under our revolving credit facility.

Share Repurchases

See Note 13 – “Stockholders’ Equity.”

Dividends

To maintain our financial flexibility, we continue to suspend payment of quarterly dividends for fiscal 2025.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to arrangements that include guarantees, the receivables securitization facility and certain other financial instruments with off-balance sheet risk, such as letters of credit and surety bonds. We also use performance letters of credit to support various risk management insurance policies. No liabilities related to these arrangements are reflected in our condensed consolidated balance sheets. There have been no material changes to our off-balance-sheet arrangements reported under Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, other than as disclosed in Note 3 – “Receivables” and Note 17 – “Commitments and Contingencies”.

Cash Commitments

There have been no material changes, outside the ordinary course of business, to our cash commitments since March 31, 2024. For further information see “Cash Commitments” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024

For our minimum purchase cash commitments in connection with our long-term purchase agreements with certain software, hardware, telecommunication, and other service providers, see Note 17 – “Commitments and Contingencies.”

Critical Accounting Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. These estimates may change in the future if underlying assumptions or factors change. Accordingly, actual results could differ materially from our estimates under different assumptions, judgments or conditions. We consider the following policies to be critical because of their complexity and the high degree of judgment involved in implementing them: revenue recognition, income taxes, 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 of Directors. During the three months ended June 30, 2024, there were no changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 except as mentioned in Note 1 – “Summary of Significant Accounting Policies.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk affecting DXC, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. Our exposure to market risk has not changed materially since March 31, 2024.

ITEM 4. 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 Quarterly Report on Form 10-Q, the effectiveness 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 (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 17 – “Commitments and Contingencies” to the financial statements in this Quarterly Report on Form 10-Q under the caption “Contingencies” for information regarding legal proceedings in which we are involved.

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 Quarterly Report on Form 10-Q. 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 aforementioned risks, and 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 our common stock in the future. There have been no material changes in the three months ended June 30, 2024 to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None during the period covered by this report.

Use of Proceeds

Not applicable.

Issuer Purchases of Equity Securities

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, 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 June 30, 2024, approximately $592 million worth of shares remained available for repurchase under the plans or programs. There were no share repurchases during the three months ended June 30, 2024.

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 13 - "Stockholders’ Equity" to the financial statements in this Quarterly Report on Form 10-Q for more information.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended June 30, 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 6. EXHIBITS


Exhibit Number			Description of Exhibit
10.1*			Seventeenth Amendment to the Receivables Purchase Agreement dated as of July 26 , 2024, 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
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
101.INS			Interactive Data Files
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)

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements 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:	August 8, 2024	By:	/s/ Christopher A. Voci
		Name:	Christopher A. Voci
		Title:	Senior Vice President, Corporate Controller and Principal Accounting Officer

Exhibit 10.1

SEVENTEETH AMENDMENT TO THE
RECEIVABLES PURCHASE AGREEMENT

This SEVENTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 26, 2024, is entered into by and among the following parties:

DXC RECEIVABLES LLC (F/K/A CSC RECEIVABLES LLC), a Delaware limited liability company, as Seller (the “Seller”);

DXC TECHNOLOGY COMPANY, a Nevada corporation, as Servicer (the “Servicer”);

PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Committed Purchaser, as Group Agent for its Purchaser Group and as Administrative Agent (in such capacity, the “Administrative Agent”);

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.) (“MUFG”), as a Committed Purchaser and as Group Agent for its Purchaser Group;

GOTHAM FUNDING CORPORATION (“Gotham”), as a Conduit Purchaser in MUFG’s Purchaser Group;

THE BANK OF NOVA SCOTIA (“BNS”), as a Committed Purchaser and as Group Agent for its Purchaser Group;

LIBERTY STREET FUNDING, LLC (“Liberty Street”), as a Conduit Purchaser in BNS’s Purchaser Group;

MIZUHO BANK, LTD. (“Mizuho”), as a Committed Purchaser and as Group Agent for its Purchaser Group;

THE TORONTO DOMINION BANK (“TD Bank”), as a Committed Purchaser and as Group Agent for its Purchaser Group; and

BANNER TRUST (“Banner Trust”), as a Conduit Purchaser in TD Bank’s Purchaser Group.

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Purchase Agreement described below.

BACKGROUND

A. The parties hereto (other than Liberty Street) have entered into a Receivables Purchase Agreement, dated as of December 21, 2016 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”).

B. Concurrently herewith, the Administrative Agent, the Group Agents, the Seller and the Servicer are entering into that certain third amended and restated letter agreement re: Excluded Obligors, dated as of the date hereof (the “Letter Agreement”), whereby the Administrative Agent and the Group

Agents agree to modify the definition of “Excluded Obligors” for purposes of the Receivables Purchase Agreement and the other Transaction Documents.

C. Concurrently herewith, each of the parties hereto (other than the Conduit Purchasers) and PNC Capital Markets LLC, as Structuring Agent (the “Structuring Agent”), are entering into that certain Twelfth Amended and Restated Fee Letter, dated as of the date hereof (the “Amended Fee Letter”, and together with the Letter Agreement, collectively, the “Related Agreements”).

D. In connection with this Amendment, Liberty Street desires to join the Receivables Purchase Agreement in the capacity of a Conduit Purchaser.

E. The parties hereto desire to amend the Receivables Purchase Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Joinder of Liberty Street and Assignment of Capital.

(a)Joinder. Effective as of the date hereof, (i) Liberty Street hereby becomes a party to the Receivables Purchase Agreement as a Conduit Purchaser thereunder with all the rights, interests, duties and obligations of a Conduit Purchaser thereunder and (ii) BNS, as a Committed Purchaser and Liberty Street as a related Conduit Purchaser, shall constitute the members of a new Purchaser Group, and both BNS and Liberty Street hereby appoint BNS as the Purchaser Agent for such Purchaser Group.

(b)Assignment of Capital. On the date hereof, BNS will assign all of its outstanding Capital (but not its Commitments) to Liberty Street, and Liberty Street hereby assumes and accepts such assignment of Capital on the date hereof.

(c)Consent to Joinder. The parties hereto hereby consent to the joinder of Liberty Street as a Conduit Purchaser party to the Receivables Purchase Agreement on the terms set forth in clause (a) above and to the assignment by BNS of all of its outstanding Capital (but not its Commitments) to Liberty Street on terms set forth in clause (b) above, in each case, as set forth above on a one-time basis.

(d)Credit Decision. Liberty Street (i) confirms to the Administrative Agent that it has received a copy of the Receivables Purchase Agreement, the other Transaction Documents, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and (ii) agrees that it will, independently and without reliance upon the Administrative Agent (in any capacity) or any of its Affiliates, based on such documents and information as Liberty Street shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Receivables Purchase Agreement and any other Transaction Document. The Administrative Agent makes no representation or warranty and assumes no responsibility with respect to (x) any statements, warranties or representations made in or in connection with the Receivables Purchase Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto


			2

or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Receivables Purchase Agreement or the Receivables, any other Transaction Document or any other instrument or document furnished pursuant thereto or (y) the financial condition of any of the Seller, the Servicer, the parties to the Performance Guaranty or the Originators or the performance or observance by any of the Seller, the Servicer, the parties to the Performance Guaranty or the Originators of any of their respective obligations under the Receivables Purchase Agreement, any other Transaction Document, or any instrument or document furnished pursuant thereto.

SECTION 2.Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended as shown on the marked pages of the Receivables Purchase Agreement attached hereto as Exhibit A.

Authorization to File Financing Statements. Upon the effectiveness of this Amendment, each Originator and the Seller hereby authorizes the Administrative Agent to file (at the expense of the Seller) one or more UCC-3 financing statements in the form of Exhibit B hereto.

Representations and Warranties of the Seller and Servicer. Each of the Seller and the Servicer hereby represents and warrants, as to itself, to the Administrative Agent, each Purchaser and each Group Agent, as follows:

Representations and Warranties. Immediately after giving effect to this Amendment, the representations and warranties made by such Person in the Transaction Documents to which it is a party are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

Enforceability. This Amendment and each other Transaction Document to which it is a party, as amended hereby, constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

No Termination Event. No event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes an Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event.

Effect of Amendment. All provisions of the Receivables Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.


			3

Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of each of the documents, agreements (in fully executed form), officer’s certificates, opinions of counsel and other deliverables listed on the closing memorandum attached as Annex A hereto, in each case, in form and substance acceptable to the Administrative Agent.

Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Receivables Purchase Agreement.

Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement or any provision hereof or thereof.

Reaffirmation. After giving effect to this Amendment and the transactions contemplated by this Amendment, all of the provisions of the Performance Guaranty shall remain in full force and effect the Performance Guarantor hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.

[Signature Pages Follow.]


			4

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

DXC RECEIVABLES LLC,
as Seller

By: /s/ Ceyhun Cetin
Name: Ceyhun Cetin
Title: President, Treasurer and Secretary

DXC TECHNOLOGY COMPANY,
as Servicer

By: /s/ Ceyhun Cetin
Name: Ceyhun Cetin
Title: Vice President and Treasurer

Seventeenth Amendment to the

Receivables Purchase Agreement

(DXC Receivables LLC)

S-1


			PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Christopher Blaney Name: Christopher Blaney Title: Senior Vice President

			PNC BANK, NATIONAL ASSOCIATION, as a Committed Purchaser By: /s/ Christopher Blaney Name: Christopher Blaney Title: Senior Vice President


			PNC BANK, NATIONAL ASSOCIATION, as Group Agent for its Purchaser Group By: /s/ Christopher Blaney Name: Christopher Blaney Title: Senior Vice President

Seventeenth Amendment to the

Receivables Purchase Agreement

(DXC Receivables LLC)

S-2


			MUFG BANK, LTD., as a Committed Purchaser By: /s/ Eric Williams Name: Eric Williams Title: Managing Director

			MUFG BANK, LTD., as Group Agent for its Purchaser Group By: /s/ Eric Williams Name: Eric Williams Title: Managing Director GOTHAM FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Kevin J. Corrigan Name: Kevin J. Corrigan Title: Vice President

Seventeenth Amendment to the

Receivables Purchase Agreement

(DXC Receivables LLC)

S-3


			THE BANK OF NOVA SCOTIA, as a Committed Purchaser By:/s/ Nick Mantas Name: Nick Mantas Title: Director


			THE BANK OF NOVA SCOTIA, as Group Agent for its Purchaser Group By:/s/ Nick Mantas Name: Nick Mantas Title: Director LIBERTY STREET FUNDING, LLC, as a Conduit Purchaser By:/s/ Kevin Corrigan Name: Kevin Corrigan Title: Senior Vice President

Seventeenth Amendment to the

Receivables Purchase Agreement

(DXC Receivables LLC)

S-4


			MIZUHO BANK, LTD., as a Committed Purchaser By: /s/ Jeremy Ebrahim Name: Jeremy Ebrahim Title: Managing Director


			MIZUHO BANK, LTD., as Group Agent for its Purchaser Group By: /s/ Jeremy Ebrahim Name: Jeremy Ebrahim Title: Managing Director

Seventeenth Amendment to the

Receivables Purchase Agreement

(DXC Receivables LLC)

S-5


			THE TORONTO DOMINION BANK, as a Committed Purchaser By: /s/ Brad Purkis Name: Brad Purkis Title: Managing Director


			THE TORONTO DOMINION BANK, as Group Agent for its Purchaser Group By: /s/ Brad Purkis Name: Brad Purkis Title: Managing Director COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as Trustee of BANNER TRUST, by its Financial Services Agent, TD SECURITIES, INC., as a Conduit Purchaser By: /s/ Linda Ma Name: Linda Ma Title: Vice President

Seventeenth Amendment to the

Receivables Purchase Agreement

(DXC Receivables LLC)

S-6

ACKNOWLEDGE AND AGREED TO BY:

DXC TECHNOLOGY COMPANY,

as the Performance Guarantor

By: /s/ Ceyhun Cetin

Name: Ceyhun Cetin


768365009 16518096

Exhibit A

Amendments to the Receivables Purchase Agreement [Attached]


768365009 16518096

CONFORMED COPYEXECUTION VERSION

Conformed through SixteenthEXHIBIT A to Seventeenth Amendment, dated September

27July 26, 20232024

Conformed through Fifteenth Amendment, dated as of July 28, 2023 Conformed through Fourteenth Amendment, dated as of December 21, 2022 Conformed through Thirteenth Amendment, dated as of September 1, 2022 Conformed through Twelfth Amendment, dated as of July 29, 2022 Conformed through Eleventh Amendment, dated as of July 30, 2021 Conformed through Tenth Amendment, dated as of August 6, 2020 Conformed through Ninth Amendment, dated as of May 29, 2020 Conformed through Eighth Amendment, dated as of February 18, 2020 Conformed through Seventh Amendment, dated as of November 22, 2019 Conformed through Sixth Amendment, dated as of August 21, 2019 Conformed through the Fifth Amendment, dated as of June 25, 2019 Conformed through the Fourth Amendment, dated as of September 24, 2018 Conformed through the Third Amendment, dated as of August 22, 2018 Conformed through Second Amendment, dated as of September 15, 2017 Conformed through First Amendment, dated as of January 24, 2017

RECEIVABLES PURCHASE AGREEMENT

Dated as of December 21, 2016 by and among

DXC RECEIVABLES LLC,

as Seller,

THE PERSONS FROM TIME TO TIME PARTY HERETO,

as Purchasers and as Group Agents, PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent, DXC TECHNOLOGY COMPANY,

as Servicer, and

PNC CAPITAL MARKETS LLC,

as Structuring Agent


768187296 16518096

EXHIBITS

EXHIBIT A – Form of Investment Request

EXHIBIT B – Form of Reduction Notice

EXHIBIT C – Form of Assignment and Acceptance Agreement

EXHIBIT D – Form of Assumption Agreement

EXHIBIT E – Credit and Collection Policy

EXHIBIT F – Form of Information Package

EXHIBIT G – Form of Compliance Certificate

EXHIBIT H – Closing Memorandum

EXHIBIT I – Form of Excluded Obligor Request

SCHEDULES

SCHEDULE I – Groups and Commitments

SCHEDULE II-A – Lock-Boxes, Collection Accounts and Collection Account Banks

SCHEDULE II-B – Blocked Account and Blocked Account Bank

SCHEDULE III – Notice Addresses

SCHEDULE IV – Initial Schedule of Sold Receivables

SCHEDULE V – Excluded Liens


768187296 16518096

“CP Rate Capital” means, at any time, any Capital (or portion thereof) of any CP Rate Purchaser, which Capital (or portion thereof) is then being funded by such CP Rate Purchaser through the issuance of Notes. For the avoidance of doubt, to the extent any CP Rate Purchaser funds any Capital through its Liquidity Agreement or any other Program Support Agreement, rather than through the issuance of Notes, such Capital shall not constitute CP Rate Capital.

“CP Rate Purchaser” means any Conduit Purchaser that is a member of (i) MUFG Bank, Ltd.’s Purchaser Group or, (ii) The Toronto Dominion Bank’s Purchaser Group or (iii) the Bank of Nova Scotia’s Purchaser Group.

“Credit Agreement” means that certain Revolving Credit Agreement, dated as of November 1, 2021, by and among DXC Technology Company, as borrower, the financial institutions listed therein as lenders and Citibank, N.A., as administrative agent for the lenders thereunder (as amended, restated, supplemented or otherwise modified from time to time).

“Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of the Originators in effect on the Closing Date and described in Exhibit E, as modified in compliance with this Agreement.

“Credit Risk Retention Rules” means (i) Section 15G of the Securities Exchange Act of 1934, as amended, and (ii) Articles 404-410 of the EU Capital Requirements Regulation (including Article 122a of the Banking Consolidation Directive), in each case, together with the rules and regulations thereunder.

“Daily 1M SOFR” means, for any day, the rate per annum determined by the applicable Group Agent equal to the Term SOFR Reference Rate for such day for a one (1) month period, as published by the Term SOFR Administrator; provided, that if Daily 1M SOFR, determined as provided above, would be less than the SOFR Floor, then Daily 1M SOFR shall be deemed to be the SOFR Floor. The rate of interest will be adjusted automatically as of each Business Day based on changes in Daily 1M SOFR without notice to the Seller.

“Days’ Sales Outstanding” means, for any Fiscal Month, an amount computed as of the last day of such Fiscal Month equal to: (a) the average of the Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) as of the last day of each of the three most recent Fiscal Months ended on the last day of such Fiscal Month, divided by (b) (i) the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the three most recent Fiscal Months ended on the last day of such Fiscal Month, divided by (ii) 90.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the applicable Group Agent equal to SOFR for the day (the “SOFR Determination Date”) that is 2 Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to


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time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Seller, effective on the date of any such change.

“Debt” means, as to any Person at any time of determination, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any bonds, debentures, notes, note purchase, acceptance or credit facility, or other similar instruments or facilities, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, (iv) any other transaction (including production payments (excluding royalties), installment purchase agreements, forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including accounts payable incurred in the ordinary course of such Person’s business payable on terms customary in the trade), (v) all net obligations of such Person in respect of interest rate or currency hedges or (vi) any Guaranty of any such Debt; provided, that “Debt” shall not include borrowings against the cash surrender value of life insurance policies covering employees of any Person so long as (A) recourse of such borrowings is limited to such policies and the proceeds thereof and (B) any value assigned to such policies on the consolidated financial statements of such Person is net of the amount of such borrowings.

“Deemed Collections” has the meaning set forth in Section 4.01(d).

“Default Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each Fiscal Month by dividing: (a) the aggregate Outstanding Balance of all Pool Receivables that first became Defaulted Receivables during such Fiscal Month (and were not Defaulted Receivables in any prior Fiscal Month), by (b) the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the month that is six Fiscal Months before such Fiscal Month.


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“DXC” means DXC Technology Company, a Nevada corporation.

“Eligible Assignee” means (i) any Committed Purchaser or any of its Affiliates, (ii) any Person managed by a Committed Purchaser or any of its Affiliates and (iii) any other financial or other institution, in each case that has been approved by the Group Agent for such Group and consented to by the Administrative Agent (such consent not to be unreasonably withheld).

“Eligible Foreign Obligor” means an Obligor that is organized in or that has a head office (domicile), registered office, and chief executive office located in a country other than the United States of America that is (i) not a Sanctioned CountryJurisdiction and (ii) that has a long-term sovereign foreign currency rating of at least “BBB-” by S&P and “Baa3” by Moody’s.

“Eligible Receivable” means, at any time of determination, a Pool Receivable:

(a)the Obligor of which is: (i) a U.S. Obligor or an Eligible Foreign Obligor;

(ii) not a Sanctioned Person; (iii) not subject to any Insolvency Proceeding; (iv) not an Affiliate of the Seller, the Servicer, the Parent or any Originator; (v) not the Obligor with respect to Delinquent Receivables with an aggregate Outstanding Balance exceeding 50% of the aggregate Outstanding Balance of all such Obligor’s Pool Receivables; (vi) not a natural person; (vii) not a material supplier to any Originator or an Affiliate of a material supplier; and (viii) not a Governmental Authority (other than a state or local governmental entity);

(b)that is denominated and payable only in Dollars, and the Obligor with respect to which has been instructed to remit Collections in respect thereof directly to a Blocked Account, Lock-Box or Collection Account in the United States of America;

(c)that does not have a due date which is more than (i) with respect to any Obligor that is a Group A Obligor, Group B Obligor or Group C Obligor, 180 days after the original invoice date of such Receivable and (ii) with respect to any other Obligor, 120 days after the original invoice date of such Receivable;

(d)that arises under a Contract for the sale of goods or services in the ordinary course of the applicable Originator’s business;

(e)that arises under a duly authorized Contract that is in full force and effect and that is a legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(f)that has been transferred by an Originator to the Seller pursuant to the Purchase and Sale Agreement with respect to which transfer all conditions precedent under the Purchase and Sale Agreement have been met;

(g)that, together with the Contract related thereto, conforms in all material respects with all Applicable Laws (including any applicable laws relating to usury, truth


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(o)that is none of a Defaulted Receivable, a Delinquent Receivable or an Excluded Receivable;

(p)for which no Originator, the Seller, the Parent or the Servicer has established any offset or netting arrangements (including customer deposits and advance payments (including payments relating to unearned revenues)) with the related Obligor in connection with the ordinary course of payment of such Receivable;

(q)that represents amounts earned and payable in accordance with the terms of the related Contract by the Obligor that are not subject to the performance of additional services by the Originator thereof or by the Seller and the related goods or merchandise shall have been shipped and/or services performed, other than, in the case of an Eligible Unbilled Receivable, the billing or invoicing of such Receivable; provided, that if such Receivable is subject to the performance of additional services, only the portion of such Receivable attributable to such additional services shall be excluded;

(r)which (i) does not arise from a sale of accounts made as part of a sale of a business or constitute an assignment for the purpose of collection only, (ii) is not a transfer of a single account made in whole or partial satisfaction of a preexisting indebtedness or an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract and (iii) is not a transfer of an interest in or an assignment of a claim under a policy of insurance;

(s)which does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such finished goods;

(t)that, if such Receivable is an Unbilled Receivable, is an Eligible Unbilled Receivable; and

(u)which Receivable does not constitute a fixed “hell or high-water” lease payment for equipment or software dedicated to providing information technology services to an Obligor or any termination payments owed by an Obligor related thereto.; and

(w) which does not arise from a dealing or transaction, or the provision or receipt of goods or services, with, to or from Persons located in Venezuela or Russia.

“Eligible Unbilled Receivable” means, at any time, any Unbilled Receivable that satisfies each of the following: (a) such Unbilled Receivable represents amounts earned and payable in accordance with the terms of the related Contract and (b) if the Outstanding Balance of such Unbilled Receivable were included in the definition of Modified Days’ Sales Outstanding, Modified Days’ Sales Outstanding would not exceed the Maximum Term; provided, however, for purposes of exclusion of any Unbilled Receivable pursuant to this clause (b), Unbilled Receivables shall be excluded in order based on the Outstanding Balance (with the smallest amount excluded first). For purposes of this definition of “Eligible Unbilled Receivable”, “Maximum Term” means ninety (90) days.


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“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was maintained or contributed to by Parent, its Subsidiaries or any of its ERISA Affiliates.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of Parent’s controlled groupControlled Group, or under common control with Parent, within the meaning of Section 414 of the Code and the regulations promulgated and rulings issued thereunder. Any former ERISA Affiliate of Parent or its Subsidiaries shall continue to be considered an ERISA Affiliate within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Parent or its Subsidiaries and with respect to liabilities arising after such period for which Parent or its Subsidiaries could be liable under the Code or ERISA.

“ERISA Event” means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (b) the provision by the administrator of any Pension Plan of a notice of intent to terminate such Pension Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (c) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA;

(d) the withdrawal by Parent or an ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (e) the failure by the Company ofParent or any ERISA Affiliate to make a payment to a Pension Plan required under Section 303(k) of ERISA, which Section imposes a lien for failure to make required payments; (f) the institution by the PBGC of proceedings to terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which, in the reasonable judgment of Parent, might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Pension Plan; (g) the withdrawal by Parent or any ERISA Affiliate from any Multiemployer Plan or the termination of such Multiemployer Plan resulting in liability pursuant to Title IV of ERISA; or (h) a determination that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code).

“Erroneous Payment” has the meaning assigned to it in Section 11.13(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 11.13(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 11.13(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 11.13(d).


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“Event of Termination” has the meaning specified in Section 10.01. For the avoidance of doubt, any Event of Termination that occurs shall be deemed to be continuing at all times thereafter unless and until waived in accordance with Section 14.01.

“Excess Concentration” means the sum of the following amounts, without duplication:

(a)the sum of the amounts calculated for each of the Obligors equal to the excess (if any) of (i) aggregate Outstanding Balance of the Eligible Receivables of such Obligor, over (ii) the product of (x) such Obligor’s Concentration Percentage, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(b)the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that are Unbilled Receivables, over (ii) the product of (x) 40.00%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(c)the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that have a due date which is more than 60 days but not more than 90 days after the original invoice date of such Receivable, over (ii) the product of (x) 20.00%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(d)the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that have a due date which is more than 90 days but not more than 120 days after the original invoice date of such Receivable, over (ii) the product of (x) 7.50%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(e)the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that have a due date which is more than 120 days after the original invoice date of such Receivable, over (ii) the product of (x) 2.5010.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(f)the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables due from a state or local governmental entity, over (ii) the product of (x) 5.00%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(g)the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables owing from the four (4) Group D Obligors (each, together with its respective Affiliates) with the four (4) largest Obligor Percentages of all Group D Obligors, over (ii) the product of (x) 16.00%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(h)the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligors of which are Eligible Foreign Obligors, over (ii) the product of

(x) 7.50%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool.

“Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.


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“Excluded Obligor” means (i) any Obligor that the Seller, the Servicer, the Administrative Agent and the Group Agents have agreed in writing shall constitute an “Excluded Obligor” or (ii) each Obligor designated as such in an Excluded Obligor Request that has satisfied each of the requirements set forth in Section 9.07 of this Agreement.

“Excluded Obligor Date” means, with respect to each Excluded Obligor, the applicable date designated as such in the related Excluded Obligor Request or in writing delivered in accordance with clause (i) of the “Excluded Obligor” definition.

“Excluded Obligor Letter Agreement” means that certain secondthird amended and restated letter agreement re: Excluded Obligors, dated as of September 27July 26, 20232024, among the Seller, the Servicer, the Group Agents and the Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Excluded Obligor Request” means a request, in substantially the form of Exhibit I to this Agreement, made by or on behalf of the Servicer pursuant to Section 9.07 of this Agreement.

“Excluded Receivable” means any Receivable (as defined without giving effect to the proviso in the definition thereof) (i) that constitutes a fixed “hell or high-water” lease payment for equipment and software dedicated to providing information technology services to an Obligor and any termination payments owed by an Obligor related thereto, which Receivable has been sold or assigned by the related Originator to a third party that is not an Affiliate of Parent pursuant to a transaction or series of transactions that have been disclosed in writing by the Servicer to the Administrative Agent and the Group Agents prior to the later of the Closing Date and such sale; provided, that any such written disclosure shall identify the buyer or assignee of the relevant Excluded Receivable and the Obligor(s) thereof or (ii) originated on or after the applicable Excluded Obligor Date, the Obligor of which is an Excluded Obligor or any Subsidiary thereof. Except as otherwise agreed in writing by the Seller, the Servicer, the Administrative Agent and the Group Agents, no Receivable sold or contributed to the Seller pursuant to the Purchase and Sale Agreement shall subsequently become an Excluded Receivable.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Affected Person or required to be withheld or deducted from a payment to an Affected Person:

(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Affected Person being organized under the laws of, or having its principal office or, in the case of any Purchaser, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Purchaser, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Purchaser with respect to an applicable interest in its Capital or Commitment pursuant to a law in effect on the date on which (i) such Purchaser funds an Investment or its Commitment or (ii) such Purchaser changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Purchaser’s assignor immediately before such Purchaser became a party hereto or to such Purchaser immediately before it changed its lending office, (c) Taxes attributable to such Affected Person’s failure to comply with Section 5.03(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Exiting Group” has the meaning set forth in Section 2.02(g). “Exiting Purchaser” has the meaning set forth in Section 2.02(g).


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“Facility Limit” means $400,000,000 as reduced or increased from time to time pursuant to Sections 2.02(e) or 2.07. References to the unused portion of the Facility Limit shall mean, at any time of determination, an amount equal to (x) the Facility Limit at such time, minus (y) the Aggregate Capital.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States and any other Governmental Authority in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any such intergovernmental agreement.

“Fee Letter” has the meaning specified in Section 2.03(a). “Fees” has the meaning specified in Section 2.03(a).

“Final Payout Date” means the date on or after the Termination Date when (i) the Aggregate Capital has been reduced to zero and Aggregate Yield has been paid in full, (ii) all other Seller Obligations have been paid in full, (iii) all other amounts owing to the Purchaser Parties and any other Seller Indemnified Party or Affected Person hereunder and under the other Transaction Documents have been paid in full and (iv) all accrued Servicing Fees have been paid in full.

“Financial Officer” of any Person means, the chief executive officer, the chief financial officer, the chief accounting officer, the principal accounting officer, the controller, the treasurer or the assistant treasurer of such Person.

“Fiscal Month” means each calendar month.

“Fitch” means Fitch, Inc. and any successor thereto that is a nationally recognized statistical rating organization.

“Floor” means a rate of interest equal to zero (0.00%) per annum.

“GAAP” means generally accepted accounting principles in the United States of America, in effect as of the date of determination thereof, consistently applied.

“Governmental Authority” means the government of the United States of America or of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Group” means, (i) for any Conduit Purchaser, such Conduit Purchaser, together with such Conduit Purchaser’s Related Committed Purchasers and related Group Agent, (ii) for PNC, PNC as a Committed Purchaser and as a Group Agent, (iii) for any other Purchaser that does not have a related Conduit Purchaser, such Purchaser, together with such Purchaser’s related Group Agent and each other Purchaser for which such Group Agent acts as a Group Agent hereunder.


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“Group A Obligor” means any Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) with a short-term rating of at least: (a) “A-1” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “A+” or better by S&P on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, or (b) “P-1” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Al” or better by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group A Obligor” shall be deemed to be a Group A Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Concentration Reserve Percentage” and clause (a) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

“Group Agent” means each Person acting as agent on behalf of a Group and designated as the Group Agent for such Group on the signature pages to this Agreement or any other Person who becomes a party to this Agreement as a Group Agent for any Group pursuant to an Assumption Agreement, an Assignment and Acceptance Agreement or otherwise in accordance with this Agreement.

“Group B Obligor” means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor, with a short-term rating of at least: (a) “A-2” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “BBB+” to “A” by S&P on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, or (b) “P-2” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baal” to “A-2” by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group B Obligor” shall be deemed to be a Group B Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Concentration Reserve Percentage” and clause (a) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor” or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

(a)the sum of (i) the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the seven (7)number of most recentrecently ended Fiscal Months, equal to the sum of (i) 5 plus (ii) the product of (x) 0.45, times (y)Weighted Average Payment Terms as of such day; provided that with respect to any fraction of a Fiscal Month, the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) originatedgenerated by the Originators during such fraction of a Fiscal Month shall be calculated as a percentage of the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the eighth (8th) most recentapplicable Fiscal Month; by

(b)the Adjusted Net Receivables Pool Balance as of the end of the immediately preceding Fiscal Month.

“Loss Reserve Percentage” means, at any time of determination, the greater of (a) 12.00% and (b) the product of (i) 2.0, times (ii) the highest average of the Default Ratios for any three consecutive Fiscal Months during the twelve most recent Fiscal Months, times (iii) the Loss Horizon Ratio.


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“Majority Group Agents” means one or more Group Agents which in its Group, or their combined Groups, as the case may be, have Committed Purchasers representing more than 50% of the aggregate Commitments of all Committed Purchasers in all Groups (or, if the Commitments have been terminated, have Purchasers representing more than 50% of the aggregate outstanding Capital held by all the Purchasers in all Groups); provided, however, that, in no event shall the Majority Group Agents include fewer than two (2) Group Agents at any time when there are two (2) or more Groups.

“Material Adverse Effect” means relative to any Person (provided that if no particular Person is specified, “Material Adverse Effect” shall be deemed to be relative to the Seller, the Servicer and the Originators, individually and in the aggregate) with respect to any event or circumstance, a material adverse effect on any of the following:

(a)the assets, operations, business or financial condition of the Seller, the Servicer, the Performance Guarantor or any Originator;

(b)the ability of the Seller, the Servicer, the Performance Guarantor or any Originator to perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(c)the validity or enforceability of this Agreement or any other Transaction Document, or the validity, enforceability, value or collectability of any material portion of the Pool Receivables; or

(d)the status, perfection, enforceability or priority of the Administrative Agent’s ownership or security interest in the Sold Assets or the Seller Collateral (taken as a whole).

“Minimum Dilution Reserve Percentage” means, on any day, the product (expressed as a percentage) of (a) the average of the Dilution Ratios for the twelve most recent Fiscal Months multiplied by (b) the Dilution Horizon Ratio.

“Minimum Funding Threshold” means, on any day, an amount equal to the lesser of (a) the product of (i) 50.0% times (ii) the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

“Modified Days’ Sales Outstanding” means, for any Fiscal Month, an amount computed as of the last day of such Fiscal Month equal to: (a) the average of the Outstanding Balance of all Pool Receivables as of the last day of each of the three most recent Fiscal Months ended on the last day of such Fiscal Month, divided by (b) (i) the aggregate initial Outstanding Balance of all Pool Receivables originated by the Originators during the three most recent Fiscal Months ended on the last day of such Fiscal Month, divided by (ii) 90.

“Monthly Settlement Date” means the twenty-second (22nd) day of each calendar month (or if such day is not a Business Day, the next occurring Business Day).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical rating organization.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Seller, the Servicer, any Originator, the Parent or any of their respective ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of


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the Code) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (a) is maintained for employees of Parent or an ERISA Affiliate and at least one Person other than Parent and its ERISA Affiliates or (b) was so maintained and in respect of which Parent or an ERISA Affiliate could have liability under Section 4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Net Receivables Pool Balance” means, at any time of determination: (a) the aggregate Outstanding Balance of Eligible Receivables then in the Receivables Pool, minus (b) the Excess Concentration minus (c) the Offset Reserve Amount.

“Ninth Amendment Effective Date” means May 29, 2020.

“Non-IG Ratings Event” means, at any time of determination, one or more of the following events has occurred and is continuing: (i) Performance Guarantor’s long-term issuer credit rating by S&P is below BBB-; (ii) Performance Guarantor’s senior unsecured long-term rating by Moody’s is below Baa3 or (iii) Performance Guarantor does not have a senior unsecured long-term rating by Moody’s or a long-term issuer credit rating by S&P.

delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Capital or Transaction Document).

“Other Taxes” means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies or fees arising from any payment made hereunder or from the execution, delivery, filing, recording or enforcement of, or otherwise in respect of, this Agreement, the other Transaction Documents and the other documents or agreements to be delivered hereunder or thereunder, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Balance” means, at any time of determination, with respect to any Receivable, the then outstanding principal balance thereof.

“Overnight Bank Funding Rate” means for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York (“NYFRB”), as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Administrative Agent for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Seller.

“Parent” means DXC.

“Parent Group” has the meaning set forth in Section 8.03(c).


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“Participant” has the meaning set forth in Section 14.03(e).

“Participant Register” has the meaning set forth in Section 14.03(f).

“PATRIOT Act” has the meaning set forth in Section 14.15.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan” means a Single Employer Plan or a Multiple Employer Plan or both.

“Percentage” means, at any time of determination, with respect to any Committed Purchaser, a fraction (expressed as a percentage), (a) the numerator of which is (i) prior to the termination of all Commitments hereunder, its Commitment at such time or (ii) if all Commitments hereunder have been terminated, the aggregate outstanding Capital of all Purchasers in such Committed Purchaser’s Group at such time and (b) the denominator of which is (i) prior to the termination of all Commitments hereunder, the aggregate Commitments of all Committed Purchasers at such time or (ii) if all Commitments hereunder have been terminated, the Aggregate Capital at such time.

“Performance Guarantor” means DXC.

“Performance Guaranty” means the Performance Guaranty, dated as of the Closing Date, by the Performance Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties.

“Permitted Adverse Claim” means:

(a)inchoate Adverse Claims for taxes, assessments or governmental charges or levies not yet due and payable or taxes, assessments, other governmental charges and levies being contested in good faith by appropriate proceedings;

(b)Adverse Claims with respect to any mechanics, suppliers, materialmen, laborers, employees, repairmen and other like liens arising in the ordinary course of business securing obligations that are not due and payable;

(c)bankers’ liens, rights of setoff and other similar Adverse Claims existing solely with respect to cash on deposit in a Blocked Account to the extent such Adverse Claims are not terminated pursuant to an Account Control Agreement;

(d)any Adverse Claim in respect of any Receivable which will be released on or prior to the sale or transfer (or purported sale or transfer) of such Receivable under the Purchase and Sale Agreement; and

(e)any Adverse Claim created under, and not prohibited by, the Transaction Documents.; and

(f)any Adverse Claim arising from any lien (each such lien, an “Excluded Lien”) listed on Schedule V to this Agreement (as such schedule may be modified from time to time in accordance with the terms hereof); provided, that the amount of such Excluded Lien is subtracted from the Net Receivables Pool Balance.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.


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“PNC” has the meaning set forth in the preamble to this Agreement.

“Pool Receivable” means a Receivable in the Receivables Pool. For the avoidance of doubt, the Pool Receivables shall include both Sold Receivables and Unsold Receivables.

“Portion of Capital” means, with respect to any Purchaser and its related Capital, the portion of such Capital being funded or maintained by such Purchaser by reference to a particular interest rate basis.

“Program Support Agreement” means and includes any Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for: (a) the issuance of one or more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or more surety bonds for which any Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, (c) the sale by any Conduit Purchaser to any Program Support Provider of any Capital (or portions thereof or participation interest therein) maintained by such Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to any Conduit Purchaser in connection with such Conduit Purchaser’s receivables-securitization program contemplated in this Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.

“Program Support Provider” means and includes, with respect to any Conduit Purchaser, any Liquidity Provider and any other Person (other than any customer of such Conduit Purchaser) now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, such Conduit Purchaser pursuant to any Program Support Agreement.

“Purchase and Sale Agreement” means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Seller, as amended by the First Amendment to the Purchase and Sale Agreement, dated as of August 22, 2018, as further amended by the Second Amendment to the Purchase and Sale Agreement, dated as of September 24, 2018, as further amended by the Third Amendment to the Purchase and Sale Agreement, dated of the Sixth Amendment Effective Date.

“Purchase and Sale Termination Event” has the meaning set forth in the Purchase and Sale Agreement.

“Purchaser Designated Reference Rate” is defined in Section 2.05.

“Purchaser Party” means each Purchaser, the AdministrationAdministrative Agent and each Group Agent.

“Purchasers” means the Conduit Purchasers and the Committed Purchasers.

“Rating Agency” mean each of S&P, Fitch and Moody’s (and/or each other rating agency then rating the Notes of any Conduit Purchaser).

“Rating Agency Condition” means, when applicable, with respect to any Conduit Purchaser and any event or occurrence, receipt by the Administrative Agent (or the applicable Group Agent) of written confirmation from each Rating Agency then rating the Notes of such Conduit Purchaser that such event or occurrence shall not cause the rating on the then outstanding Notes of such Conduit Purchaser to be downgraded or withdrawn.


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“Ratings Event” means, at any time of determination, one or more of the following events has occurred and is continuing: (i) Performance Guarantor’s long-term issuer credit rating by S&P is below BB+; (ii) Performance Guarantor’s senior unsecured long-term rating by Moody’s is below Ba1 or (iii) Performance Guarantor does not have a senior unsecured long-term rating by Moody’s or a long-term issuer credit rating by S&P.


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(including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; and

(g)all of the Seller’s rights, interests and claims under the Purchase and Sale Agreement and the other Transaction Documents.

“Release” has the meaning set forth in Section 4.01(a). “Representatives” has the meaning set forth in Section 14.06(c).

“Requested Facility Limit Increase” has the meaning set forth in Section 2.07. “Required Capital Amount” means $60,000,000.

“Restricted Payments” has the meaning set forth in Section 8.01(r).

“Returned Goods” means all right, title and interest in and to returned, repossessed or foreclosed goods and/or merchandise the sale of which gave rise to a Receivable; provided that such goods shall no longer constitute Returned Goods after a Deemed Collection has been deposited in a Blocked Account with respect to the full Outstanding Balance of the related Receivables.

“S&P” means S&P Global Ratings, and any successor thereto that is a nationally recognized statistical rating organization.

“Sale Date” means each of the following: (a) the Sixth Amendment Effective Date, (b) the date of each Investment, (c) the last day of each calendar month unless the Seller has (in its discretion) notified the Administrative Agent and each Group Agent in writing that such day shall not be a Sale Date, and (d) each other day (if any) designated as a “Sale Date” by the Seller in its discretion by prior written notice thereof to the Administrative Agent and each Group Agent; provided, however, that no Sale Date shall occur on or after the Termination Date.

“Sanctioned CountryJurisdiction” means, at any time, a country or, area, territory which, or jurisdiction that is the subject or target of any comprehensive territorial Sanctions.Sanctions (currently Cuba, Crimea, Iran, North Korea, Syria, the Kherson and Zaporizhzhia oblasts of Ukraine, and the so-called Donetsk People’s Republic and Luhansk People’s Republic (as defined and construed in the applicable Sanctions laws and regulations).

“Sanctioned Person” means, at any time,Person that is (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the TreasuryOFAC, the U.S. Department of State, the United Nations Security Council, or the European Union, (b) any Person operatingor His Majesty’s Treasury of the United Kingdom; (b) located in, organized orunder the laws of, or ordinarily resident in a Sanctioned CountryJurisdiction; or (c) any Personowned 50% or more, in the aggregate, directly or indirectly by, or controlled by any such Person, one or more Persons described in clauses (a) or (b) above.

"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office of Foreign Asset Control of the

U.S. Department of TreasuryOFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or HerHis Majesty’s Treasury of the United Kingdom.


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“Scheduled Termination Date” means July 2625, 20242025, as such date may be extended from time to time pursuant to Section 2.02(g).

“Scheduled Unavailability Date” has the meaning set forth in Section 5.06(b)(ii).

“SEC” means the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.

“Secured Parties” means each Purchaser Party, each Seller Indemnified Party and each Affected Person.

“Securities Act” means the Securities Act of 1933, as amended or otherwise modified from time to time.

“Seller” has the meaning specified in the preamble to this Agreement. “Seller Collateral” has the meaning set forth in Section 15.09. “Seller Guaranty” has the meaning set forth in Section 15.01.

“Seller Indemnified Amounts” has the meaning set forth in Section 13.01(a). “Seller Indemnified Party” has the meaning set forth in Section 13.01(a).

“Seller Obligation Final Due Date” means the date that (i) is one hundred eighty (180) days following the Scheduled Termination Date or (ii) such earlier date on which the Aggregate Capital becomes due and payable pursuant to Section 10.01.

“Seller Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees, Erroneous Payment Subrogation Rights, and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

“Seller-Related Party” means each of the Seller, the Servicer, the Performance Guarantor, the Parent, the Originators and any other Affiliate of the Parent from time to time party to any Transaction Document.

“Seller’s Net Worth” means, at any time of determination, an amount equal to (i) the Outstanding Balance of all Pool Receivables at such time, minus (ii) the sum of (A) the Aggregate Capital at such time, plus (B) the Aggregate Yield at such time, plus (C) the aggregate accrued and unpaid Fees at such time, plus (D) the aggregate outstanding principal balance of all Subordinated Notes at such time, plus


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(E) the aggregate accrued and unpaid interest on all Subordinated Notes at such time, plus (F) without duplication, the aggregate accrued and unpaid other Seller Obligations at such time.

“Servicer” has the meaning set forth in the preamble to this Agreement. “Servicer Indemnified Amounts” has the meaning set forth in Section 13.02(a). “Servicer Indemnified Party” has the meaning set forth in Section 13.02(a). “Servicing Fee” means the fee referred to in Section 9.06(a) of this Agreement.

“Servicing Fee Rate” means the rate referred to in Section 9.06(a) of this Agreement.

“Settlement Date” means with respect to any Portion of Capital for any Yield Period or any Yield or Fees, (i) so long as no Event of Termination or Non-Reinvestment Event has occurred and is continuing and the Termination Date has not occurred, the Monthly Settlement Date and (ii) on and after the Termination Date or if an Event of Termination or Non-Reinvestment Event has occurred and is continuing, each day selected from time to time by the Administrative Agent (with the consent or at the direction of the Majority Group Agents) (it being understood that the Administrative Agent (with the consent or at the direction of the Majority Group Agents) may select such Settlement Date to occur as frequently as daily), or, in the absence of such selection, the Monthly Settlement Date.

“Significant Subsidiary” means, at any time, any Subsidiary of Parent which accounts for more than 5% of consolidated total assets or 5% of consolidated revenue of Parent determined in accordance with GAAP.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (a) is maintained for employees of Parent or any ERISA Affiliate and no Person other than Parent and its ERISA Affiliates or (b) was so maintained and in respect of which Parent or an ERISA Affiliate could have liability under Section 4062 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Sixth Amendment” means that certain Sixth Amendment to the Receivables Purchase Agreement, dated as of the Sixth Amendment Effective Date, among the Seller, the Purchasers, the Group Agents, the Administrative Agent and the Servicer.

“Sixth Amendment Effective Date” means August 21, 2019.

“SOFR” means, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Adjustment” means ten basis points (0.10%).

“SOFR Floor” means a rate of interest per annum equal to zero basis points (0.00%). “Sold Assets” has the meaning set forth in Section 2.01(b).

“Sold Receivables” means, collectively, (i) the Pool Receivables specified as “Sold Receivables” on the Initial Schedule of Sold Receivables, (ii) all additional Pool Receivables specified as “Sold Receivables” on the Investment Requests delivered with respect to all subsequent Investments made


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hereunder and (iii) all additional Pool Receivables designated as “Sold Receivables” and transferred by the Seller pursuant to Section 2.01(b) in connection with a Release as contemplated by the first paragraph in Section 4.01(a).

“Solvent” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Structuring Agent” means PNC Capital Markets LLC, a Pennsylvania limited liability company.

“Sub-Servicer” has the meaning set forth in Section 9.01(d).

“Subordinated Note” has the meaning set forth in the Purchase and Sale Agreement. “Sub-Servicer” has the meaning set forth in Section 9.01(d).

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and all interest, penalties, additions to tax and any similar liabilities with respect thereto.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Rate” shall mean, with respect to any amount for which the Term SOFR Reference Rate applies, for any day in any Yield Period, the interest rate per annum determined by the applicable Group Agent equal to the Term SOFR Reference Rate for a term of one month on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Yield Period, as such rate is published by the Term SOFR Administrator. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference


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Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. If the Term SOFR Rate, determined as provided above, would be less than the SOFR Floor, then the Term SOFR Rate shall be deemed to be the SOFR Floor.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR. “Termination Date” means the earliest to occur of (a) the Scheduled Termination Date,

(b) the date on which the “Termination Date” is declared or deemed to have occurred under Section 3.01 or Section 10.01, (c) the occurrence of a Purchase and Sale Termination Event under the Purchase and Sale Agreement or (d) the date selected by the Seller on which all Commitments have been reduced to zero pursuant to Section 2.02(e).

“Total Reserves” means, at any time of determination, an amount equal to the product of

(i) the sum of: (a) the Yield Reserve Percentage, plus (b) the greater of (I) the sum of the Concentration Reserve Percentage plus the Minimum Dilution Reserve Percentage and (II) the sum of the Loss Reserve Percentage plus the Dilution Reserve Percentage, times (ii) the Net Receivables Pool Balance at such time.

“Transaction Documents” means this Agreement, the Purchase and Sale Agreement, the Account Control Agreements, the Fee Letter, the Excluded Obligor Letter Agreement, each Subordinated Note, the Performance Guaranty and all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents executed or delivered under or in connection with this Agreement.

“Transaction Information” means any information provided to any Rating Agency, in each case, to the extent related to such Rating Agency providing or proposing to provide a rating of any Notes or monitoring such rating including, without limitation, information in connection with the Seller, the Originator, the Servicer or the Receivables.

“U.S. Government Securities Business Day” means any day except for (A) a Saturday,

(B) a Sunday or (C) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Obligor” means an Obligor that is a corporation or other business organization and is organized under the laws of the United States of America (or of a United States of America territory, district, state, commonwealth, or possession, including, without limitation, Puerto Rico and the U.S. Virgin Islands) or any political subdivision thereof.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(f)(ii)(B)(3). “UCC” means the Uniform Commercial Code as from time to time in effect in the

applicable jurisdiction.


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“Unbilled Receivable” means, at any time, any Receivable as to which the invoice or bill with respect thereto has not yet been sent to the Obligor thereof.

“Unmatured Event of Termination” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“Unmatured Non-Reinvestment Event” means an event that but for notice or lapse of time or both would constitute a Non-Reinvestment Event.

“Unsold Receivables” means, at any time, all Pool Receivables that are not then Sold Receivables.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

“Weighted Average Payment Terms” means, on any date, the weighted average payment terms (computed in days and calculated based on the difference between the original invoice date and the stated maturity date) of invoices for the Receivables in the Receivables Pool; provided such weighting shall be based on the Outstanding Balance on such date of such Receivables.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Yield” means an amount payable to each Purchaser in respect of its Capital accruing on each day when such Purchaser has Capital outstanding, which amount for any Purchaser’s Capital (or portion thereof) for any day during any Yield Period (or portion thereof) is the amount accrued on such Capital (or portion thereof) during such Yield Period (or portion thereof) in accordance with Section 2.03(b).

“Yield Period” means, with respect to any Purchaser’s Capital (or any portion thereof),

(a) before the Termination Date: (i) initially, the period commencing on the date of the Investment pursuant to which such Capital (or portion thereof) is funded by a Purchaser to the Seller pursuant to Section 2.01 (or in the case of any fees payable hereunder, commencing on the Closing Date) and ending on (but not including) the last day of such calendar month and (ii) thereafter, each calendar month and (b) on and after the Termination Date, such period (including a period of one day) as shall be selected from time to time by the Administrative Agent (with the consent or at the direction of the Majority Group Agents) or, in the absence of any such selection, each period of 30 days from the last day of the preceding Yield Period.

“Yield Rate” means, for any day in any Yield Period for any Purchaser’s Capital (or any portion thereof): (a) if such Capital (or Portion of Capital) is CP Rate Capital, the CP Rate or (b) if such Capital (or Portion of Capital) is not CP Rate Capital, either the sum of (x) Term SOFR Rate plus the SOFR Adjustment or (y) Daily 1M SOFR plus the SOFR Adjustment, as determined pursuant to Section 2.05; provided, however, that the “Yield Rate” for any Purchaser’s Capital (or any portion thereof) on any day while an Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing shall be an interest rate per annum equal the sum of 2.00% per annum plus the greater of (i) the rate per annum determined for such Capital (or such portion thereof) and such day and (ii) the Base Rate in effect on such day; provided, further, that


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no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law; and provided, further, that Yield for any Capital (or such portion thereof) shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Yield Reserve Percentage” means at any time of determination:

1.50 x DSO x (BR + SFR)

360

where:

BR = the Base Rate;

than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

(d) On or before the second (2nd) Business Day prior to each Settlement Date, each Group Agent shall notify the Servicer of (i) the amount of Yield accrued in respect to each related Yield Period for the Purchasers in each Group for the Receivable Pool during such Yield Period and (ii) all Fees and other amounts accrued and payable or to be paid by the Seller under this Agreement and the other Transaction Documents on the related Settlement Date.

ARTICLE V

INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND BACK-UP SECURITY INTEREST

Section 5.01 Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Affected Person (except any such reserve requirement reflected in the Term SOFR Rate);

(ii)subject any Affected Person to any Taxes (except to the extent such Taxes are Indemnified Taxes for which relief is sought under Section 5.03 or Excluded Taxes) on its Investments, Capital, loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Sold Assets, the Seller Collateral, this Agreement, any other Transaction Document, any Program Support Agreement, any Capital or any participation therein or (B) affecting its obligations or rights to make Investments or fund or maintain Capital;

and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent, a Group Agent or a Purchaser hereunder or as a Program Support Provider with respect to the transactions contemplated hereby, (B) making any Investment or funding or maintaining any Capital (or any portion thereof) or (C) maintaining its obligation to make any Investment or to fund or maintain any Capital (or any portion thereof), in each case by an amount that the


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Affected Person deems to be material, or to reduce the amount of any sum received or receivable by such Affected Person hereunder, then, on the next Settlement Date occurring at least ten (10) Business Days after the request of such Affected Person (or its Group Agent), the Seller shall pay to such Affected Person such additional amount or amounts as will compensate such Affected Person for such additional costs incurred or reduction suffered; provided, that the Seller shall not be required to compensate such Affected Person pursuant to this clause (a) for any amounts incurred more than 180 days prior to the date such Affected PartyPerson notifies the Seller of such Affected Party’sPerson’s intention to claim compensation therefore; provided, further that, if the circumstances giving rise to such claim

have a retroactive effect, then such 180 day period shall be extended to include such retroactive effect.

(b)Capital and Liquidity Requirements. If any Affected Person determines that any Change in Law affecting such Affected Person or any lending office of such Affected Person or such Affected Person’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of (x) increasing the amount of capital required to be maintained by such Affected Person or Affected Person’s holding company, if any, (y) reducing the rate of return on such Affected Person’s capital or on the capital of such Affected Person’s holding company, if any, or (z) causing an internal capital or liquidity charge or other imputed cost to be assessed upon such Affected Person or Affected Person’s holding company, if any, in each case, as a consequence of (A) this Agreement or any other Transaction Document, (B) the commitments of such Affected Person hereunder or under any other Transaction Document or any related Program Support Agreement, (C) the Investments made by such Affected Person, or

(D) any Capital (or portion thereof), to a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Person’s policies and the policies of such Affected Person’s holding company with respect to capital adequacy and liquidity) by an amount that such Affected Person deems to be material, then from time to time, on the next Settlement Date occurring at least ten (10) Business Days after the Seller’s receipt of such Affected Person’s (or its Group Agent’s) certificate in accordance with clause (c) of this Section, the Seller will pay to such Affected Person in accordance with clause (c) of this Section such additional amount or amounts as will compensate such Affected Person or such Affected Person’s holding company for any such increase, reduction or charge; provided, that the Seller shall not be required to compensate such Affected Person pursuant to this clause (b) for any amounts incurred more than 180 days prior to the date such Affected PartyPerson notifies the Seller of such Affected Party’sPerson’s intention to claim compensation therefore; provided, further that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include such retroactive effect.

(c)Certificates for Reimbursement. A certificate of an Affected Person (or its Group Agent on its behalf) setting forth the amount or amounts necessary to compensate such Affected Person or its holding company, as the case may be, as specified in clause (a) or (b) of this Section and delivered to the Seller, shall be conclusive absent manifest error. The Seller shall, subject to the priorities of payment set forth in Section 4.01 and receipt of the Affected Person’s request in accordance with clause (a) or (b) of this Section, pay such Affected Person the amount shown as due on any such certificate on the first Settlement Date occurring at least ten (10) Business Days after the Seller’s receipt of such certificate.

(d)Delay in Requests. Except as set forth in the proviso to clause (a) and clause (b) of this Section, failure or delay on the part of any Affected Person to demand compensation pursuant to this Section shall not constitute a waiver of such Affected Person’s right to demand such compensation.


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Section 5.02 Funding Losses.

(a)The Seller will pay each Purchaser all Breakage Fees.

(j)Investment Company Act; Volcker Rule. The Seller (i) is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker Rule. In determining that the Seller is not a “covered fund” under the Volcker Rule, the Seller relies on, and is entitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

(k)Accuracy of Information. All Information Packages, Investment Requests, certificates, reports, statements, documents and other information furnished to the Administrative Agent or any other Purchaser Party by or on behalf of the Seller pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, taken together with any information contained in the public filings made by Parent with the SEC pursuant to the 1934 Act, is, at the time the same are so furnished (or with respect to each Information Package and Investment Request, as of its date), complete and correct in all material respects on the date the same are furnished (or with respect to each Information Package and Investment Request, as of its date) to the Administrative Agent or such other Purchaser Party, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made; provided, that, with respect to projected financial information provided by or on behalf of the Seller, the Seller represents only that such information was prepared in good faith by management of the Seller on the basis of assumptions believed by such management to be reasonable as of the time made.

(l)Transaction Information. None of the Seller, any Affiliate of the Seller or any third party with which the Seller or any Affiliate thereof has contracted, has delivered, in writing or orally, to any Rating Agency, any Transaction Information without providing such Transaction Information to the applicable Group Agent prior to delivery to such Rating Agency and has not participated in any oral communications with respect to Transaction Information with any Rating Agency without the participation of such Group Agent.

(m)Anti-Corruption Laws and Sanctions. The Seller has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by Seller and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Seller and to the knowledge of the Seller its directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Seller or to the knowledge of the Seller any of the directors or officers of the Seller or (ii) to the knowledge of the Seller, any employee or agent of the Seller that will act in any capacity in connection with or benefit from the facility established hereby, is a Sanctioned Person. The Seller will provide to the Administrative Agent and each Purchaser such information and documentation as may reasonably be requested by the Administrative Agent and each Purchaser from time to time for purposes of compliance by the Administrative Agent and each Purchaser with applicable laws (including without limitation the USA Patriot ActPATRIOT ACT and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent and each Purchaser to comply therewith. As of September 24July 26, 20182024, the Seller is an entity that is organized under the laws of the United States or of any state and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company listed on


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forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(w)Other Transaction Documents. Each representation and warranty made by the Seller under each other Transaction Document to which it is a party is true and correct in all material respects as of the date when made.

(x)Collection Accounts. Each Collection Account and Lock-Box is in the name of the applicable Originator identified on Schedule II-A, and such Originator owns and has good and marketable title to the applicable Collection Account or Lock BoxLock-Box free and clear of any Adverse Claim.

(y)Reaffirmation of Representations and Warranties. On the date of each Investment, on the date of each Release, on each Settlement Date and on the date each Information Package is delivered to the Administrative Agent or any Group Agent hereunder, the Seller shall be deemed to have certified that (i) all representations and warranties of the Seller hereunder are true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation or warranty shall be true and correct as made) on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation or warranty shall be true and correct as made) as of such date) and (ii) no Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing or will result from such Investment or Release.

(z)Liquidity Coverage Ratio. The Seller has not issued any LCR Securities and the Seller is a consolidated subsidiary of Parent under GAAP.

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall continue to be made on the dates specified herein, and remain in full force and effect until the Final Payout Date.

Section 7.02 Representations and Warranties of the Servicer. The Servicer represents and warrants to each Purchaser Party as of the Closing Date, on each Settlement Date and on the day of each Investment, Release and delivery of an Information Package:

(a)Organization and Good Standing. The Servicer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Servicer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions which require such qualification, except to the extent that failure to so qualify would not have a Material Adverse Effect.

(b)Power and Authority; Due Authorization. The Servicer has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this


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failure to perform or comply that would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of Parent and its Subsidiaries, taken as a whole;

(v)each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service that the Employee Benefit Plan is so qualified (or a timely application for such a determination letter is pending), and to the best of DXC’s knowledge, the Employee Benefit Plan has not been operated in any way that would result in the Employee Benefit Plan no longer being so qualified except as would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of Parent and its Subsidiaries, taken as a whole; and

(vi)neither Parent nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent or has been terminated or has been determined to be in “endangered” or “critical” status, within the meaning of Title IV or ERISA, and, to the best knowledge of the CompanyParent, no Multiemployer Plan is reasonably expected to be insolvent, in reorganization or to be terminated or to be determined to be in “endangered” or “critical” status within the meaning of Title IV of ERISA, in each case, resulting in a liability to Parent or its ERISA Affiliates of more than $250,000,000.

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section shall continue to be made on the dates specified herein, and remain in full force and effect until the Final Payout Date.

ARTICLE VIII COVENANTS

Section 8.01 Covenants of the Seller. At all times from the Closing Date until the Final

Payout Date:

(a)Payment of Principal and Yield. The Seller shall duly and punctually pay Capital, Yield, Fees and all other amounts payable by the Seller hereunder in accordance with the terms of this Agreement.

(b)Existence. The Seller shall keep in full force and effect its existence and rights as a limited liability company under the laws of the State of Delaware, and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents, the Sold Assets and the Seller Collateral, except to the extent the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect.

(c)Financial Reporting. The Seller will maintain a system of accounting established and administered in accordance with GAAP, and the Seller (or the Servicer on its behalf) shall furnish to the Administrative Agent and each Group Agent:


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(h)Payments on Receivables, Collection Accounts; Change in Payment Instructions to Obligors.

(i)The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) so long as no Event of Termination or Non-Reinvestment Event has occurred and is continuing, a Blocked Account, Collection Account or a Lock-Box and

(ii)if an Event of Termination or Non-Reinvestment Event has occurred and is continuing, to a Blocked Account. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to, promptly (but in any event within three (3) Business Day after receipt) remit all Collections received in a Collection Account or Lock-Box to a Blocked Account. The Seller (or the Servicer on its behalf) shall, and shall cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and transfer such Collections to the Blocked Accounts. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within three (3) Business Day after receipt) remit such funds into a Blocked Account. The Seller shall enforce its rights under each applicable Blocked Account Control Agreement. Following the occurrence of an Event of Termination or Non-Reinvestment Event, upon the request of the Administrative Agent, the Seller (or the Servicer on its behalf) shall cause the Administrative Agent to receive read-only access to each Collection Account or, if read-only access is not available for any Collection Account, daily account statements with respect to such Collection Account. The Seller shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Blocked Account. If such funds are nevertheless deposited into any Blocked Account, the Seller (or the Servicer on its behalf) will within three (3) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Seller shall only add a Collection Account (or a related Lock-Box), Collection Account Bank, Blocked Account or Blocked Account Bank to those listed on Schedule II-A or Schedule II-B to this Agreement, if the Administrative Agent has received notice of such addition and, with respect to a Blocked Account, an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Blocked Account Bank. The Seller shall only terminate an Account Control Agreement or close a Collection Account (or a related Lock-Box) or Blocked Account with the prior written consent of the Administrative Agent.

(ii) The Seller shall not (and shall not permit the Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or Blocked Account or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box) or Blocked Account, other than any instruction to remit payments to a different Collection Account (or any related Lock-Box) or Blocked Account, unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) with respect to a Blocked Account, a signed and acknowledged Account Control Agreement (or amendment thereto) with respect to such

and will not participate in any oral communications with respect to Transaction Information with any Rating Agency without the participation of such Group Agent.

(u)Seller’s Net Worth. The Seller shall not permit the Seller’s Net Worth to be less than the Required Capital Amount.


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(v)Seller’s Tax Status. The Seller will remain a wholly-owned subsidiary of a United States person (within the meaning of Section 7701(a)(30) of the Code) and will not be required to withhold or otherwise be subject to liability under Section 1441, 1446 or 1461 of the Code. No action will be taken that would cause the Seller to (i) be treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes or (ii) become an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

(w)Credit Risk Retention. The Seller shall cooperate with each Purchaser Party (including by providing such information and entering into or delivering such additional agreements or documents reasonably requested by such Purchaser Party) to the extent reasonably necessary to assure such Purchaser Party that the Originators retain credit risk in the amount and manner required by the Credit Risk Retention Rules and to permit such Purchaser Party to perform its due diligence and monitoring obligations (if any) under the Credit Risk Retention Rules.

(x)Minimum Funding Threshold. The Aggregate Capital shall exceed the Minimum Funding Threshold at any time after the initial Investment hereunder.

(y)Liquidity Coverage Ratio. The Seller shall not issue any LCR Security.

(z)Use of Proceeds. The Seller will not request any Investment, and the Seller shall not knowingly use, and shall procure that its directors, officers, employees and agents shall not knowingly use, the proceeds of any Investment (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned CountryJurisdiction, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

(aa) Beneficial Ownership Rule. Promptly following any change that would result in a change to the status as an excluded Legal Entity Customer under the Beneficial Ownership Rule, the Seller shall execute and deliverprovide to the Administrative Agent and the Group AgentsPurchasers a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Administrative Agent and any Group Agenteach Purchaser.

(bb) [Reserved].

Section 8.02 Covenants of the Servicer. At all times from the Closing Date until the Final Payout Date:


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to coordinate their audits and inspections. Following the occurrence of an Event of Termination or Non-Reinvestment Event, the Administrative Agent may appoint a third party to monitor the servicing of the Pool Receivables, including the disposition of Collections received in the Collection Accounts. Upon the request of the Administrative Agent and the Majority Group Agents, following the Administrative Agent’s and the Majority Group Agents’ review of the results of an audit described in this Section, the Servicer agrees to review the findings set forth in such audit report with the Administrative Agent and each Group Agent and will work in good faith to promptly remediate any material findings.

(f)Payments on Receivables, Collection Accounts, Blocked Account, Lock-Boxes and Change in Payment Instructions to Obligors.

(i)The Servicer shall at all times, instruct all Obligors to deliver payments on the Pool Receivables to (i) so long as no Event of Termination or Non-Reinvestment Event has occurred and is continuing, a Blocked Account, Collection Account or a Lock-Box and (ii) if an Event of Termination or Non-Reinvestment Event has occurred and is continuing, to a Blocked Account. The Servicer shall, and shall cause each Originator to, promptly (but in any event within three (3) Business Days after receipt) remit all Collections received in a Collection Account or Lock-Box to the Blocked Account. The Servicer shall, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to transfer such Collections to the Blocked Accounts. If any payments on the Pool Receivables or other Collections are received by the Seller, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any event within three (3) Business Days after receipt) remit such funds into a Blocked Account. The Servicer shall enforce its rights under each applicable Blocked Account Control Agreement. Following the occurrence of an Event of Termination or Non-Reinvestment Event, upon the request of the Administrative Agent, the Servicer shall cause the Administrative Agent to receive read-only access to each Collection Account or, if read-only access is not available for any Collection Account, daily account statements with respect to such Collection Account. The Servicer shall not permit funds other than Collections on Pool Receivables and other Sold Assets and Seller Collateral to be deposited into any Blocked Account. If such funds are nevertheless deposited into any Blocked Account, the Servicer will within three (3) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer shall only add a Collection Account (or a related Lock-Box), a Collection Account Bank, Blocked Account or Blocked Account Bank to those listed on Schedule II-A or Schedule II-B to this Agreement, if the Administrative Agent has received notice of such addition and, with respect to a Blocked Account, an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable Blocked Account Bank. The Servicer shall only terminate an Account Control Agreement or close a Collection Account (or a related Lock-Box) or Blocked Account with the prior written consent of the Administrative Agent.

(ii)The Servicer shall not (and shall not permit any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or Blocked Account or make any change in its instructions to the Obligors regarding payments to be

reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Termination under this Section 10.01(m) if and to the extent that (x) the amount of such judgment or order is covered by a valid and binding policy of insurance covering payment thereof, (y) such insurer shall be rated at least “A-” by A.M. Best Company and Parent deems the recovery as “probable” in its financial statements and (z) such insurer has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order;.


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then, and in any such event, the Administrative Agent may (or, at the direction of the Majority Group Agents shall) by notice to the Seller (x) declare the Termination Date to have occurred (in which case the Termination Date shall be deemed to have occurred), (y) declare the Seller Obligation Final Due Date to have occurred (in which case the Seller Obligation Final Due Date shall be deemed to have occurred) and (z) declare the Aggregate Capital and all other Seller Obligations to be immediately due and payable (in which case the Aggregate Capital and all other Seller Obligations shall be immediately due and payable); provided that, automatically upon the occurrence of any event (without any requirement for the giving of notice) described in subsection (e) of this Section 10.01 with respect to the Seller, the Termination Date shall occur and the Aggregate Capital and all other Seller Obligations shall be immediately due and payable. Upon any such declaration or designation or upon such automatic termination, the Administrative Agent and the other Secured Parties shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of the Sold Assets and the Seller Collateral shall be applied in the order of priority set forth in Section 4.01.

ARTICLE XI

THE ADMINISTRATIVE AGENT

Section 11.01 Authorization and Action. Each Purchaser Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or any Affiliate thereof or any Purchaser Party except for any obligations expressly set forth herein. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any provision of any Transaction Document or Applicable Law.

Section 11.02 Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including, without limitation, the Administrative Agent’s servicing, administering or collecting Pool Receivables in the event it replaces the Servicer in such capacity pursuant to

ARTICLE XIV MISCELLANEOUS

Section 14.01 Amendments, Etc.

(a)No failure on the part of any Purchaser Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. No amendment or waiver of any provision of this Agreement or consent to any departure by any of the Seller or any Affiliate thereof shall be effective unless in a writing signed by the Administrative Agent and the Majority Group Agents (and, in the case of any amendment, also signed by the Seller), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose


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for which given; provided, however, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Servicer, affect the rights or duties of the Servicer under this Agreement; and (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and each Group Agent:

(i)change (directly or indirectly) the definitions of Capital Coverage Deficit, Defaulted Receivable, Delinquent Receivable, Eligible Receivable, Facility Limit, Seller Obligation Final Due Date, Net Receivables Pool Balance or Total Reserves contained in this Agreement, or increase the then existing Concentration Percentage for any Obligor or change the calculation of the Capital Coverage Amount;

(ii)reduce the amount of Capital or Yield that is payable hereunder or delay any scheduled date for payment thereof;

(iii)change any Event of Termination or Non-Reinvestment Event;

(iv)other than a release or recovneyancereconveyance of the Sold Assets or Seller Collateral in connection with an Excluded Obligor Request under Section 9.07, release all or a material portion of the Sold Assets or Seller Collateral from the Administrative Agent’s security interest created hereunder;

(v)release the Performance Guarantor from any of its obligations under the Performance Guaranty or terminate the Performance Guaranty;

(vi)change any of the provisions of this Section 14.01 or the definition of “Majority Group Agents”; or

(vii)change the order of priority in which Collections are applied pursuant to Section 4.01.

Notwithstanding the foregoing, (A) no amendment, waiver or consent shall increase any Committed Purchaser’s Commitment hereunder without the consent of such Committed Purchaser, (B) no amendment, waiver or consent shall reduce any Fees payable by the Seller to any member of any Group or delay the dates on which any such Fees are payable, in either case, without the consent of the Group Agent for such Group and (C) no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting


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Purchaser, except with respect to any amendment, waiver or other modification referred to in clauses (i) through (vii) above and then only in the event such Defaulting Purchaser shall be directly affected by such amendment, waiver or other modification.

Section 14.02 Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing and unless otherwise stated shall be made by email or letter to each party hereto, at its address set forth under its name on Schedule III hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. All notices, requests and demands shall be deemed to have been duly given or made (a) when dispatched by email during the recipient’s normal business hours when the confirmation showing the completed transmission has been received, or (b) if mailed via a reputable international courier, when it has been left at the relevant address or five (5) Business Days after being delivered to such reputable international courier, in an envelope addressed to the applicable person at that address and to the attention of the person(s) set forth above. Each party to this Agreement shall promptly inform the other parties hereto of any changes in their respective addresses, email address specified herein.

Section 14.03 Assignability; Addition of Purchasers.

(a)Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder (including its right to receive payments of Capital and Yield) shall be assignable by such Conduit Purchaser and its successors and permitted assigns (Ai) to any Program Support Provider of such Conduit Purchaser without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Servicer and Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing), to any other Eligible Assignee. Each assignor of Capital (or any portion thereof) or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 14.06(b).

(b)Assignment by Committed Purchasers. Each Committed Purchaser may assign to any Eligible Assignee or to any other Committed Purchaser all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Capital or interests therein owned by it); provided, however that

(i)except for an assignment by a Committed Purchaser to either an Affiliate of such Committed Purchaser or any other Committed Purchaser (or, with respect to an assignment of Capital, a Conduit Purchaser in such Committed Purchaser’s Group), each such assignment shall require the prior written consent of the Servicer and the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Termination,

from such Purchaser Party, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 14.13 Limitation of Liability.


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(a)No claim may be made by the Seller or any Affiliate thereof or any other Person against any Purchaser Party or their respective Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Seller and the Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. None of the Purchaser Parties and their respective Affiliates shall have any liability to the Seller or any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Seller or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Seller or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Purchaser Party in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party.

(b)The obligations of the Administrative Agent and each of the other Purchaser Parties under this Agreement and each of the Transaction Documents are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement or any other Transaction Document against any member, director, officer, employee or incorporator of any such Person.

Section 14.14 Intent of the Parties. The Seller has structured this Agreement with the intention that the obligations of the Seller hereunder (including the obligation to return Capital to the Purchasers and make payments of Yield thereon) will be treated under United States federal, and applicable state, local and foreign tax law as debt (the “Intended Tax Treatment”). The Seller, the Servicer, the Administrative Agent and the other Purchaser Parties agree to file no tax return, or take any action, inconsistent with the Intended Tax Treatment unless required by law. Each assignee and each Participant acquiring an interest in an Investment, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.

Section 14.15 USA PATRIOT Act NoticeUSA Patriot Act. Each of the. Each Purchaser that is subject to the USA PATRIOT Act and the Administrative Agent and each of the other(for itself and not on behalf of any Purchaser Parties) hereby notifies the Seller and the ServicerSeller-Related Parties that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), the Administrative Agent and the other Purchaser Parties may beit is required to obtain, verify and record information that identifies the Seller, the Originators, the Servicer and the Performance GuarantorSeller-Related Parties, which information includes the name, and address, tax identification number of Seller-Related Parties and other information regarding the Seller, the Originators, the Servicer and the Performance Guarantor that will allow thesuch Purchaser or Administrative Agent and the other Purchaser Parties, as applicable, to identify the Seller, the

Originators, the Servicer and the Performance GuarantorSeller-Related Parties in accordance with the USA PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act. Each of the Seller and the Servicer agrees to provide The Seller shall, promptly following a request by the Administrative Agent and each otheror any Purchaser Parties, from time to time, with, provide all documentation and other information required by bank regulatory authoritiesthat the Administrative Agent or such Purchaser requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act.


120


768187296 16518096

Section 14.16 Right of Setoff. Each Purchaser Party is hereby authorized (in addition to any other rights it may have), at any time during the continuance of an Event of Termination, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Purchaser Party (including by any branches or agencies of such Purchaser Party) to, or for the account of, the Seller or the Servicer against amounts owing by the Seller or the Servicer hereunder (even if contingent or unmatured); provided that such Purchaser Party shall notify the Seller or the Servicer, as applicable, promptly following such setoff.

Section 14.17 Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 14.18 Mutual Negotiations. This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

Section 14.19 Captions and Cross References. The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

ARTICLE XV SELLER GUARANTY

Section 15.01 Guaranty of Payment. The Seller hereby absolutely, irrevocably and

unconditionally guarantees to each Purchaser, the Administrative Agent and the other Secured Parties the prompt payment of the Sold Receivables by the related Obligors and all other payment obligations included in the Sold Assets (collectively, the “Guaranteed Obligations”), in


121


768187296 16518096

THE BANK OF NOVA SCOTIA,

as a Committed Purchaser

By: Name:

Title:

THE BANK OF NOVA SCOTIA,

as Group Agent for its Purchaser Group

By: Name:

Title:

LIBERTY STREET FUNDING, LLC

as a Conduit Purchaser

By: Name:

Title:


S-4


768187296 16518096

EXHIBIT A

Form of Investment Request

[Letterhead of Seller]

[Date]

[Administrative Agent] [Group Agents]

Re: Investment Request Ladies and Gentlemen:

Reference is hereby made to that certain Receivables Purchase Agreement, dated as of December 21, 2016 among DXC Receivables LLC (the “Seller”), DXC Technology Company, as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Investment Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes an Investment Request pursuant to Section 2.02(a) of the Agreement. The Seller hereby requests an Investment of Capital in the aggregate amount of [$ ] to be made on [ , 20 ] (of which $[ ] of Capital will be funded by the PNC Group and $[ ] of Capital will be funded by the [ ] Group). Such Capital should be deposited to [Account number], at [Name, Address and ABA Number of Bank]. After giving effect to such Investment, the Aggregate Capital will be [$ ].

The Seller hereby represents and warrants as of the date hereof, and after giving effect to such Investment, as follows:

(i)the representations and warranties of the Seller and the Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)no Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing, and no Event of Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event would result from such Investment;

Exhibit A-1

SCHEDULE I TO COMPLIANCE CERTIFICATE

A.Schedule of Compliance as of , 20 with Section 8.02(ab)(i) of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

This schedule relates to the month ended: .

B.The following financial statements of the Parent and its Subsidiaries for the period ending on , 20 , are attached hereto:

Exhibit G-3


768187296 16518096

SCHEDULE III

Notice Addresses

(A)in the case of the Seller, at the following address:

DXC Receivables LLC

c/o DXC Technology Company 20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

Attn: William L. Deckelman, Jr., Executive Vice President andMatthew Fawcett, EVP, General Counsel and Board Secretary Telephone: [***]

Email: [***]

With a copy to:

Attn: Corporate Treasury

Email: [***]

(B)in the case of the Servicer, at the following address: DXC Technology Company

20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

Attn: William L. Deckelman, Jr., Executive Vice President andMatthew Fawcett, EVP, General Counsel and Board Secretary Telephone: [***]

Email: [***]

With a copy to:

Attn: Corporate Treasury

Email: [***]

(C)in the case of the Administrative Agent, at the following address: PNC Bank, National Association

The Tower at PNC Plaza 300 Fifth Avenue, 11th Floor Pittsburgh, PA 15222 Attention: Brian Stanley Telephone: [***]

Facsimile: [***]

Email: [***]with a copy to: [***]


Schedule 3V-1


768187296 16518096

SCHEDULE V

Excluded Liens

1. That certain tax lien against Computer Sciences Corporation in the state of Virginia in an amount equal to $66,292.59.

2. That certain employment lien against Computer Sciences Corporation in the state of South Carolina in an amount equal to $4,408.60.


Schedule 4V-1


768187296 16518096

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 Quarterly Report on Form 10-Q 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:

August 8, 2024

/s/ Raul Fernandez

Raul Fernandez
President and Chief Executive Officer

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 Quarterly Report on Form 10-Q of DXC Technology Company;

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:

August 8, 2024

/s/ Rob Del Bene

Rob Del Bene
Executive Vice President and Chief Financial Officer

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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 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:	August 8, 2024	/s/ Raul Fernandez
		Raul Fernandez President and Chief Executive Officer

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:

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated:	August 8, 2024	/s/ Rob Del Bene
		Rob Del Bene Executive Vice President and Chief Financial Officer

Cover Page - shares	3 Months Ended
Cover Page - shares	Jun. 30, 2024	Jul. 22, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-38033
Entity Registrant Name	DXC TECHNOLOGY COMPANY
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	972-7000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		180,813,230
Entity Central Index Key	0001688568
Current Fiscal Year End Date	--03-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock, $0.01 par value per share
Entity 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
Entity Information [Line Items]
Title of 12(b) Security	1.750% Senior Notes Due 2026
Trading Symbol	DXC 26
Security Exchange Name	NYSE

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 3,236	$ 3,446
Costs of services (excludes depreciation and amortization and restructuring costs)	2,526	2,719
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	301	327
Depreciation and amortization	326	344
Restructuring costs	39	20
Interest expense	72	66
Interest income	(51)	(49)
Loss on disposition of businesses	0	5
Other income, net	(45)	(64)
Total costs and expenses	3,168	3,368
Income before income taxes	68	78
Income tax expense	43	36
Net income	25	42
Less: net (loss) income attributable to non-controlling interest, net of tax	(1)	6
Net income attributable to DXC common stockholders	$ 26	$ 36
Income per common share:
Basic (in dollars per share)	$ 0.14	$ 0.17
Diluted (in dollars per share)	$ 0.14	$ 0.17

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 25	$ 42
Other comprehensive income, net of taxes:
Foreign currency translation adjustments, net of tax expense of $1 and $0	3	34
Cash flow hedges adjustments, net of tax expense of $1 and $1	3	3
Pension and other post-retirement benefit plans, net of tax:
Amortization of prior service cost, net of tax benefit of $0 and $0	(1)	(2)
Pension and other post-retirement benefit plans, net of tax	(1)	(2)
Other comprehensive income, net of taxes	5	35
Comprehensive income	30	77
Less: comprehensive (loss) income attributable to non-controlling interest	(1)	6
Comprehensive income attributable to DXC common stockholders	$ 31	$ 71

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustments, net of tax expense (benefit)	$ 1	$ 0
Cash flow hedges adjustments, tax expense (benefit)	1	1
Amortization of prior service cost, net of tax benefit	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Current assets:
Cash and cash equivalents	$ 1,317	$ 1,224
Receivables and contract assets, net of allowance of $40 and $35	2,996	3,253
Prepaid expenses	541	512
Other current assets	109	146
Total current assets	4,963	5,135
Intangible assets, net of accumulated amortization of $5,945 and $5,792	2,011	2,130
Operating right-of-use assets, net	656	731
Goodwill	531	532
Deferred income taxes, net	823	804
Property and equipment, net of accumulated depreciation of $3,497 and $3,515	1,530	1,671
Other assets	2,820	2,857
Assets held for sale - non-current	19	11
Total Assets	13,353	13,871
Current liabilities:
Short-term debt and current maturities of long-term debt	381	271
Accounts payable	676	846
Accrued payroll and related costs	595	558
Operating lease liabilities	258	282
Accrued expenses and other current liabilities	1,261	1,437
Deferred revenue and advance contract payments	762	866
Income taxes payable	160	134
Total current liabilities	4,093	4,394
Long-term debt, net of current maturities	3,766	3,818
Non-current deferred revenue	619	671
Non-current operating lease liabilities	437	497
Non-current income tax liabilities and deferred tax liabilities	546	556
Other long-term liabilities	789	869
Total Liabilities	10,250	10,805
Commitments and contingencies
DXC stockholders’ equity:
Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued as of June 30, 2024 and March 31, 2024	0	0
Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 186,267,057 as of June 30, 2024 and 183,430,878 as of March 31, 2024	2	2
Additional paid-in capital	7,622	7,599
Accumulated deficit	(3,814)	(3,839)
Accumulated other comprehensive loss	(727)	(732)
Treasury stock, at cost, 5,491,373 and 4,591,340 shares as of June 30, 2024 and March 31, 2024	(233)	(219)
Total DXC stockholders’ equity	2,850	2,811
Non-controlling interest in subsidiaries	253	255
Total Equity	3,103	3,066
Total Liabilities and Equity	$ 13,353	$ 13,871

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Statement of Financial Position [Abstract]
Receivables and contract assets, net of allowance	$ 40	$ 35
Accumulated Amortization	5,945	5,792
Property and equipment, net of accumulated depreciation	$ 3,497	$ 3,515
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)	186,267,057	183,430,878
Treasury shares (in shares)	5,491,373	4,591,340

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Cash flows from operating activities:
Net income	$ 25	$ 42
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	333	351
Operating right-of-use expense	80	90
Share-based compensation	23	23
Deferred taxes	(50)	(50)
Gain on dispositions	(1)	(9)
Provision for losses on accounts receivable	7	2	$ 0
Unrealized foreign currency exchange loss	0	23
Impairment losses and contract write-offs	4	7
Other non-cash charges, net	5	(2)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in assets	161	63
Decrease in operating lease liability	(80)	(90)
Decrease in other liabilities	(269)	(323)
Net cash provided by operating activities	238	127
Cash flows from investing activities:
Purchases of property and equipment	(48)	(55)
Payments for transition and transformation contract costs	(38)	(62)
Software purchased and developed	(107)	(85)
Business dispositions	0	(7)
Proceeds from sale of assets	5	11
Proceeds from short-term investing	0	(3)
Other investing activities, net	0	2
Net cash used in investing activities	(188)	(199)
Cash flows from financing activities:
Borrowings of commercial paper	323	546
Repayments of commercial paper	(172)	(305)
Payments on finance leases and borrowings for asset financing	(91)	(131)
Taxes paid related to net share settlements of share-based compensation awards	(17)	(33)
Repurchase of common stock	(2)	(285)
Other financing activities, net	0	(2)
Net cash provided by (used in) financing activities	41	(210)
Effect of exchange rate changes on cash and cash equivalents	2	0
Net increase (decrease) in cash and cash equivalents	93	(282)
Cash and cash equivalents at beginning of year	1,224	1,858	1,858
Cash and cash equivalents at end of period	$ 1,317	$ 1,576	$ 1,224

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) - 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, 2023

218,058

Beginning balance at Mar. 31, 2023

$ 3,820

$ 3,497

$ 2

$ 9,121

$ (4,665)

$ (774)

$ (187)

$ 323

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

Other comprehensive income

Share-based compensation expense

Acquisition of treasury stock

(30)

Share repurchase program (in shares)

^[1]

(10,976)

Stock repurchase program

^[1]

(282)

(466)

184

Stock option exercises and other common stock transactions (in shares)

3,502

Non-controlling interest distributions and other

(4)

Ending balance (in shares) at Jun. 30, 2023

210,584

Ending balance at Jun. 30, 2023

3,603

3,278

$ 2

8,677

(4,445)

(739)

(217)

325

Beginning balance (in shares) at Mar. 31, 2024

183,431

Beginning balance at Mar. 31, 2024

3,066

2,811

$ 2

7,599

(3,839)

(732)

(219)

^[2]

255

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

(1)

Other comprehensive income

Share-based compensation expense

Acquisition of treasury stock

(14)

^[2]

Stock option exercises and other common stock transactions (in shares)

2,836

Non-controlling interest distributions and other

(2)

(1)

Ending balance (in shares) at Jun. 30, 2024

186,267

Ending balance at Jun. 30, 2024

$ 3,103

$ 2,850

$ 2

$ 7,622

$ (3,814)

$ (727)

$ (233)

^[2]

$ 253

[1]	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.
[2]	5,491,373 treasury shares as of June 30, 2024.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) (Parenthetical) - shares	Jun. 30, 2024	Mar. 31, 2024
Statement of Stockholders' Equity [Abstract]
Treasury shares (in shares)	5,491,373	4,591,340

Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Business

Basis of Presentation

Use of Estimates

Recent 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 condensed consolidated financial statements.

Earnings per Share

3 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings per Share


	Three Months Ended
(in millions, except per-share amounts)	June 30, 2024		June 30, 2023

Net income attributable to DXC common shareholders:	$	26	$	36


Common share information:
Weighted average common shares outstanding for basic EPS	179.66		210.11
Dilutive effect of stock options and equity awards	3.27		3.64
Weighted average common shares outstanding for diluted EPS	182.93		213.75

Earnings per share:
Basic	$	0.14	$	0.17
Diluted	$	0.14	$	0.17


	Three Months Ended
		June 30, 2024	June 30, 2023
Stock Options		927,909	918,608
Restricted Stock Units		1,930,605	1,505,292
Performance Stock Units		160,461	1,287,186

Receivables

3 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Receivables

Allowance for Doubtful Accounts

The following table presents the change in balance for the allowance for doubtful accounts:


	As of
(in millions)	June 30, 2024		March 31, 2024
Beginning balance	$	35	$	47

Provisions for losses on accounts receivable	7		—
Other adjustments to allowance and write-offs	(2)		(12)
Ending balance	$	40	$	35

Receivables Facility

The fair value of the sold receivables approximated book value due to the short-term nature, and as a result, no gain or loss on sale of receivables was recorded.

Leases

3 Months Ended

Jun. 30, 2024

Leases [Abstract]

Leases

Operating Leases

The components of operating lease expense were as follows:


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Operating lease cost	$	80	$	90
Short-term lease cost	6		7
Variable lease cost	13		15
Sublease income	(5)		(4)
Total operating costs	$	94	$	108


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	80	$	90
ROU assets obtained in exchange for operating lease liabilities(1)	$	35	$	23

The following table presents operating lease balances:


		As of
(in millions)	Balance Sheet Line Item	June 30, 2024		March 31, 2024
ROU operating lease assets	Operating right-of-use assets, net	$	656	$	731

Operating lease liabilities	Current operating lease liabilities	$	258	$	282
Operating lease liabilities	Non-current operating lease liabilities	437		497
Total operating lease liabilities		$	695	$	779

The following maturity analysis presents expected undiscounted cash payments for operating leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	218	$	206	$	127	$	101	$	61	$	49	$	762
Less: imputed interest													(67)
Total operating lease liabilities													$	695

Finance Leases

The components of finance lease expense were as follows:


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Amortization of right-of-use assets	$	25	$	42
Interest on lease liabilities	4		4
Total finance lease cost	$	29	$	46

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


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Interest paid for finance lease liabilities – Operating cash flows	$	4	$	4
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	55		61
Total cash paid in the measurement of finance lease obligations	$	59	$	65

Capital expenditures through finance lease obligations(1)	$	7	$	17

(1) See Note 15 – ”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	June 30, 2024		March 31, 2024
ROU finance lease assets	Property and Equipment, net	$	233	$	264

Finance lease	Short-term debt and current maturities of long-term debt	$	160	$	178
Finance lease	Long-term debt, net of current maturities	218		242
Total finance lease liabilities(1)		$	378	$	420

(1) See Note 8 – “Debt” for further information on finance lease liabilities.

The following maturity analysis presents expected undiscounted cash payments for finance leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	139	$	132	$	85	$	41	$	13	$	—	$	410
Less: imputed interest													(32)
Total finance lease liabilities													$	378

Leases

Operating Leases

The components of operating lease expense were as follows:


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Operating lease cost	$	80	$	90
Short-term lease cost	6		7
Variable lease cost	13		15
Sublease income	(5)		(4)
Total operating costs	$	94	$	108


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	80	$	90
ROU assets obtained in exchange for operating lease liabilities(1)	$	35	$	23

The following table presents operating lease balances:


		As of
(in millions)	Balance Sheet Line Item	June 30, 2024		March 31, 2024
ROU operating lease assets	Operating right-of-use assets, net	$	656	$	731

Operating lease liabilities	Current operating lease liabilities	$	258	$	282
Operating lease liabilities	Non-current operating lease liabilities	437		497
Total operating lease liabilities		$	695	$	779

The following maturity analysis presents expected undiscounted cash payments for operating leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	218	$	206	$	127	$	101	$	61	$	49	$	762
Less: imputed interest													(67)
Total operating lease liabilities													$	695

Finance Leases

The components of finance lease expense were as follows:


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Amortization of right-of-use assets	$	25	$	42
Interest on lease liabilities	4		4
Total finance lease cost	$	29	$	46

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


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Interest paid for finance lease liabilities – Operating cash flows	$	4	$	4
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	55		61
Total cash paid in the measurement of finance lease obligations	$	59	$	65

Capital expenditures through finance lease obligations(1)	$	7	$	17

(1) See Note 15 – ”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	June 30, 2024		March 31, 2024
ROU finance lease assets	Property and Equipment, net	$	233	$	264

Finance lease	Short-term debt and current maturities of long-term debt	$	160	$	178
Finance lease	Long-term debt, net of current maturities	218		242
Total finance lease liabilities(1)		$	378	$	420

(1) See Note 8 – “Debt” for further information on finance lease liabilities.

The following maturity analysis presents expected undiscounted cash payments for finance leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	139	$	132	$	85	$	41	$	13	$	—	$	410
Less: imputed interest													(32)
Total finance lease liabilities													$	378

Derivative Instruments

3 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivatives Designated for Hedge Accounting

Cash flow hedges

During the three months ended June 30, 2024 and June 30, 2023, respectively, the Company had no cash flow hedges for which it was probable that the hedged transaction would not occur.

Derivatives Not Designated for Hedge Accounting

Foreign currency forward contracts

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


	For the Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Foreign currency remeasurement(1)	$	7	$	(4)
Undesignated foreign currency forward contracts(2)	(6)		(4)
Total - Foreign currency loss (gain)	$	1	$	(8)

(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.

Other Risks for Derivative Instruments

Non-Derivative Financial Instruments Designated for Hedge Accounting

Net Investment Hedges

Intangible Assets

3 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of the following:


	As of June 30, 2024						As of March 31, 2024
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	3,762	$	3,132	$	630	$	3,721	$	3,070	$	651
Customer related intangible assets	3,886		2,672		1,214		3,892		2,588		1,304
Other intangible assets	308		141		167		309		134		175
Total intangible assets	$	7,956	$	5,945	$	2,011	$	7,922	$	5,792	$	2,130

The components of amortization expense were as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Intangible asset amortization	$	179	$	183
Transition and transformation contract cost amortization(1)	53		48
Total amortization expense	$	232	$	231

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

Estimated future amortization related to intangible assets as of June 30, 2024 is as follows:


Fiscal Year	(in millions)
Remainder of 2025	$	533
2026	622
2027	426
2028	182
2029	86
Thereafter	162
Total	$	2,011

Goodwill

3 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table summarizes the changes in the carrying amount of goodwill, by segment, as of June 30, 2024.


(in millions)	GBS		GIS		Total


Balance as of March 31, 2024, net	$	532	$	—	$	532



Foreign currency translation	(1)		—		(1)
Balance as of June 30, 2024, net	$	531	$	—	$	531

Goodwill, gross	5,021		5,066		10,087
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of June 30, 2024, net	$	531	$	—	$	531

Debt

3 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

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


(in millions)	Interest Rates	Fiscal Year Maturities	June 30, 2024(1)		March 31, 2024(1)
Short-term debt and current maturities of long-term debt
Commercial paper(2)	4.26% - 4.32%	2025	$	150	$	—
Current maturities of long-term debt	Various	2025 - 2026	71		93
Current maturities of finance lease liabilities	0.01% - 14.59%	2025 - 2026	160		178
Short-term debt and current maturities of long-term debt			$	381	$	271

Long-term debt, net of current maturities
€650 million Senior notes	1.75%	2026	696		700
$700 million Senior notes	1.80%	2027	697		697
€750 million Senior notes	0.45%	2028	801		806
$650 million Senior notes	2.375%	2029	646		646
€600 million Senior notes	0.95%	2032	638		643






Finance lease liabilities	0.01% - 14.59%	2025 - 2030	378		420
Borrowings for assets acquired under long-term financing	0.00% - 9.78%	2025 - 2029	141		177


Long-term debt			3,997		4,089
Less: current maturities			231		271
Long-term debt, net of current maturities			$	3,766	$	3,818

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

Fair Value of Debt

Revenue

3 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

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:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
United States	$	897	$	1,002
United Kingdom	448		465
Other Europe	1,030		1,064
Australia	299		342
Other International	562		573

Total Revenues	$	3,236	$	3,446

The revenue by geography pertains to both of the Company’s reportable segments. Refer to Note 16 – “Segment Information” for the Company’s segment disclosures.

Remaining Performance Obligations

Contract Balances

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


		As of
(in millions)	Balance Sheet Line Item	June 30, 2024		March 31, 2024
Trade receivables, net	Receivables and contract assets, net of allowance for doubtful accounts	$	2,036	$	2,195
Contract assets	Receivables and contract assets, net of allowance for doubtful accounts	$	366	$	362
Contract liabilities	Deferred revenue and advance contract payments and Non-current deferred revenue	$	1,381	$	1,537

Change in contract liabilities were as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Balance, beginning of period	$	1,537	$	1,842
Deferred revenue	370		464
Recognition of deferred revenue	(456)		(548)
Currency translation adjustment	(3)		13
Other	(67)		(14)
Balance, end of period	$	1,381	$	1,757

Restructuring Costs

3 Months Ended

Jun. 30, 2024

Restructuring Costs [Abstract]

Restructuring Costs

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


	As of
(in millions)	June 30, 2024		March 31, 2024
Accrued expenses and other current liabilities	$	40	$	40
Other long-term liabilities	8		11
Total	$	48	$	51

Summary of Restructuring Plans

Fiscal 2025 Plan

During fiscal 2025, management approved global cost savings initiatives designed to better align the Company’s workforce, facility and data center requirements (the “Fiscal 2025 Plan”).

Restructuring Liability Reconciliations by Plan


	Restructuring Liability as of March 31, 2024		Costs Expensed, Net of Reversals		Costs Not Affecting Restructuring Liability(1)		Cash Paid		Other(2)		Restructuring Liability as of June 30, 2024
Fiscal 2025 Plan
Workforce Reductions	$	—	$	18	$	—	$	(7)	$	—	$	11
Facilities Costs	—		16		(15)		—		—		1
	—		34		(15)		(7)		—		12

Fiscal 2024 Plan
Workforce Reductions	$	8	$	—	$	—	$	(5)	$	(1)	$	2
Facilities Costs	2		4		—		(5)		—		1
	10		4		—		(10)		(1)		3

Other Prior Year and Acquired Plans
Workforce Reductions	$	40	$	(3)	$	—	$	(4)	$	(1)	$	32
Facilities Costs	1		4		(1)		(3)		—		1
	41		1		(1)		(7)		(1)		33
Total	$	51	$	39	$	(16)	$	(24)	$	(2)	$	48

(1) Restructuring costs associated with right-of-use assets.

(2) Foreign currency translation adjustments.

Pension and Other Benefit Plans

3 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Pension and Other Benefit Plans

Defined Benefit Plans

The components of net periodic pension income were:



	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Service cost	$	13	$	15
Interest cost	74		79
Expected return on assets	(113)		(114)

Amortization of prior service credit	(1)		(2)




Net periodic pension income	$	(27)	$	(22)

Income Taxes	3 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s effective tax rate (“ETR”) was 63.2% and 46.2% for the three months ended June 30, 2024, and June 30, 2023, respectively. For the three months ended June 30, 2024, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, a reduction in a deferred tax asset for stock based compensation, and a decrease in a deferred tax liability for estimated taxes associated with the repatriation of foreign earnings. For the three months ended June 30, 2023, the primary drivers of the ETR were the global mix of income, U.S. tax on foreign income, and a decrease in uncertain tax positions due to an income tax audit settlement. The majority of our global unremitted foreign earnings have been taxed or would be exempt from U.S. tax upon repatriation. Such earnings and the majority of current foreign earnings are not indefinitely reinvested. The following earnings are considered indefinitely reinvested: approximately $477 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 $349 million of earnings in foreign subsidiaries. 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. In connection with the merger of Computer Sciences Corporation (“CSC”) and the Enterprise Services business of Hewlett Packard Enterprise Company (the “HPES Merger”), the Company entered into a tax matters agreement with Hewlett Packard Enterprise Company (“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 its healthcare provider software business (“HPS”), 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 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 $517 million (including estimated interest and penalties) for the unreserved portion of these items and cash tax payments of approximately $592 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 do not expect the U.S. Tax Court matters to be resolved in the next 12 months. During 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 promptly and filed for relief under Treas. Reg. Sec. 1.367(a)-8(p) 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 2011, no earlier than the end of fiscal year 2026. The Company expects to reach resolution for the fiscal and tax return years 2012 and 2013 no earlier than fiscal year 2028. The Company expects to reach resolution for fiscal and tax return years 2014 through 2021 no earlier than the end of fiscal year 2026. 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. For the three months ended June 30, 2024, the Company’s liability for uncertain tax positions increased by $5 million (excluding interest and penalties and related tax attributes) primarily due to the benefit of the U.S. research and development income tax credit. 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 $63 million.

Stockholders' Equity

3 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Share Repurchase Program


	Fiscal 2024
Fiscal Period		Number of Shares Repurchased	Average Price Per Share		Amount (in millions)
1st Quarter
Open market purchases		10,975,643	$	25.53	$	280
Total		10,975,643	$	25.53	$	280

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, 2024	$	(939)	$	—	$	207	$	(732)
Other comprehensive income before reclassifications	3		3		—		6
Amounts reclassified from accumulated other comprehensive loss	—		—		(1)		(1)
Balance at June 30, 2024	$	(936)	$	3	$	206	$	(727)


(in millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Pension and Other Post-retirement Benefit Plans		Accumulated Other Comprehensive Loss
Balance at March 31, 2023	$	(985)	$	(7)	$	218	$	(774)
Other comprehensive income before reclassifications	34		3		—		37
Amounts reclassified from accumulated other comprehensive loss	—		—		(2)		(2)
Balance at June 30, 2023	$	(951)	$	(4)	$	216	$	(739)

Stock Incentive Plans

3 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plans

Restricted Stock Units and Performance-Based Restricted Stock Units


	Employee Equity Plan			Director Equity Plan
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2024	8,311,293	$	33.97	213,755	$	26.82
Granted	6,881,052	$	21.73	12,040	$	17.86

Settled	(2,858,798)	$	51.16	—	$	—
Canceled/Forfeited	(1,012,310)	$	30.28	—	$	—
Outstanding as of June 30, 2024	11,321,237	$	22.51	225,795	$	26.34

Share-Based Compensation


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023


Total share-based compensation cost	$	23	$	23
Related income tax benefit	$	3	$	3

Cash Flows

3 Months Ended

Jun. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Cash Flows

Cash payments for interest on indebtedness and income taxes and other select non-cash activities are as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Cash paid for:
Interest	$	57	$	51
Taxes on income, net of refunds (1)	$	52	$	52

Non-cash activities:


Operating:
ROU assets obtained in exchange for lease, net (2)	$	35	$	23
Prepaid assets acquired under long-term financing	$	—	$	4
Investing:
Capital expenditures in accounts payable and accrued expenses	$	3	$	3
Capital expenditures through finance lease obligations	$	7	$	17
Assets acquired under long-term financing	$	—	$	27
Financing:
Shares repurchased but not settled in cash (3)	$	—	$	13

(1) Income tax refunds were $16 million and $6 million for the three months ended June 30, 2024 and June 30, 2023, respectively.

(2) Net of $237 million and $230 million in lease modifications and terminations for the three months ended June 30, 2024 and June 30, 2023, respectively.

Segment Information

3 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Information

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
Three Months Ended June 30, 2024
Revenues	$	1,673	$	1,563	$	3,236	$	—	$	3,236
Segment profit	$	181	$	114	$	295	$	(73)	$	222
Depreciation and amortization(1)	$	40	$	175	$	215	$	24	$	239

Three Months Ended June 30, 2023
Revenues	$	1,703	$	1,743	$	3,446	$	—	$	3,446
Segment profit	$	192	$	91	$	283	$	(59)	$	224
Depreciation and amortization(1)	$	45	$	184	$	229	$	26	$	255

(1) Depreciation and amortization as presented excludes amortization of acquired intangible assets of $87 million and $89 million for the

three months ended June 30, 2024 and June 30, 2023, respectively.

Reconciliation of Reportable Segment Profit to Consolidated Total


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Profit
Total profit for reportable segments	$	295	$	283
All other loss	(73)		(59)
Subtotal	$	222	$	224
Interest income	51		49
Interest expense	(72)		(66)
Restructuring costs	(39)		(20)
Transaction, separation and integration-related costs	(7)		(1)
Amortization of acquired intangible assets	(87)		(89)
Merger related indemnification	—		(11)
Loss on disposition of businesses	—		(5)
Impairment losses	—		(3)
Income before income taxes	$	68	$	78

Commitments and Contingencies

3 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

Minimum purchase commitments as of June 30, 2024 were as follows:


Fiscal year	Minimum Purchase Commitment
(in millions)
Remainder of 2025	$	426
2026	556
2027	137
2028	83
2029	30
Thereafter	5
Total	$	1,237

Contingencies

Securities Litigation:

The Company believes that the lawsuits described above are without merit and intends to vigorously defend all claims asserted.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ 26	$ 36

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 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

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Recent 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 condensed consolidated financial statements.

Accounting Policies (Tables)

3 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

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.

Earnings per Share (Tables)

3 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of earnings (loss) per share

The following table reflects the calculation of basic and diluted EPS:


	Three Months Ended
(in millions, except per-share amounts)	June 30, 2024		June 30, 2023

Net income attributable to DXC common shareholders:	$	26	$	36


Common share information:
Weighted average common shares outstanding for basic EPS	179.66		210.11
Dilutive effect of stock options and equity awards	3.27		3.64
Weighted average common shares outstanding for diluted EPS	182.93		213.75

Earnings per share:
Basic	$	0.14	$	0.17
Diluted	$	0.14	$	0.17

Schedule of antidilutive securities excluded from computation of earnings per share

The number of awards excluded were as follows:


	Three Months Ended
		June 30, 2024	June 30, 2023
Stock Options		927,909	918,608
Restricted Stock Units		1,930,605	1,505,292
Performance Stock Units		160,461	1,287,186

Receivables (Tables)

3 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Allowance for doubtful accounts

The following table presents the change in balance for the allowance for doubtful accounts:


	As of
(in millions)	June 30, 2024		March 31, 2024
Beginning balance	$	35	$	47

Provisions for losses on accounts receivable	7		—
Other adjustments to allowance and write-offs	(2)		(12)
Ending balance	$	40	$	35

Leases (Tables)

3 Months Ended

Jun. 30, 2024

Leases [Abstract]

Components of lease expense and supplemental cash flow information related to leases

The components of operating lease expense were as follows:


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Operating lease cost	$	80	$	90
Short-term lease cost	6		7
Variable lease cost	13		15
Sublease income	(5)		(4)
Total operating costs	$	94	$	108

The components of finance lease expense were as follows:


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Amortization of right-of-use assets	$	25	$	42
Interest on lease liabilities	4		4
Total finance lease cost	$	29	$	46

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


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Interest paid for finance lease liabilities – Operating cash flows	$	4	$	4
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	55		61
Total cash paid in the measurement of finance lease obligations	$	59	$	65

Capital expenditures through finance lease obligations(1)	$	7	$	17

(1) See Note 15 – ”Cash Flows” for further information on non-cash activities affecting cash flows.

Supplemental balance sheet information related to leases


(in millions)	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$	80	$	90
ROU assets obtained in exchange for operating lease liabilities(1)	$	35	$	23

The following table presents operating lease balances:


		As of
(in millions)	Balance Sheet Line Item	June 30, 2024		March 31, 2024
ROU operating lease assets	Operating right-of-use assets, net	$	656	$	731

Operating lease liabilities	Current operating lease liabilities	$	258	$	282
Operating lease liabilities	Non-current operating lease liabilities	437		497
Total operating lease liabilities		$	695	$	779

The following table presents finance lease balances:


		As of
(in millions)	Balance Sheet Line Item	June 30, 2024		March 31, 2024
ROU finance lease assets	Property and Equipment, net	$	233	$	264

Finance lease	Short-term debt and current maturities of long-term debt	$	160	$	178
Finance lease	Long-term debt, net of current maturities	218		242
Total finance lease liabilities(1)		$	378	$	420

(1) See Note 8 – “Debt” for further information on finance lease liabilities.

Maturities of operating lease liabilities

The following maturity analysis presents expected undiscounted cash payments for operating leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Operating lease payments	$	218	$	206	$	127	$	101	$	61	$	49	$	762
Less: imputed interest													(67)
Total operating lease liabilities													$	695

Maturities of finance lease liabilities

The following maturity analysis presents expected undiscounted cash payments for finance leases as of June 30, 2024:


	Fiscal Year
(in millions)	Remainder of 2025		2026		2027		2028		2029		Thereafter		Total
Finance lease payments	$	139	$	132	$	85	$	41	$	13	$	—	$	410
Less: imputed interest													(32)
Total finance lease liabilities													$	378

Derivative Instruments (Tables)

3 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivatives not designated for hedge accounting

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


	For the Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Foreign currency remeasurement(1)	$	7	$	(4)
Undesignated foreign currency forward contracts(2)	(6)		(4)
Total - Foreign currency loss (gain)	$	1	$	(8)

(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.

Intangible Assets (Tables)

3 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of amortizable intangible assets

Intangible assets consisted of the following:


	As of June 30, 2024						As of March 31, 2024
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Software	$	3,762	$	3,132	$	630	$	3,721	$	3,070	$	651
Customer related intangible assets	3,886		2,672		1,214		3,892		2,588		1,304
Other intangible assets	308		141		167		309		134		175
Total intangible assets	$	7,956	$	5,945	$	2,011	$	7,922	$	5,792	$	2,130

Schedule of components of amortization expense

The components of amortization expense were as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Intangible asset amortization	$	179	$	183
Transition and transformation contract cost amortization(1)	53		48
Total amortization expense	$	232	$	231

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

Estimated future amortization of intangible Assets

Estimated future amortization related to intangible assets as of June 30, 2024 is as follows:


Fiscal Year	(in millions)
Remainder of 2025	$	533
2026	622
2027	426
2028	182
2029	86
Thereafter	162
Total	$	2,011

Goodwill (Tables)

3 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of changes in the carrying amount of goodwill by segment

The following table summarizes the changes in the carrying amount of goodwill, by segment, as of June 30, 2024.


(in millions)	GBS		GIS		Total


Balance as of March 31, 2024, net	$	532	$	—	$	532



Foreign currency translation	(1)		—		(1)
Balance as of June 30, 2024, net	$	531	$	—	$	531

Goodwill, gross	5,021		5,066		10,087
Accumulated impairment losses	(4,490)		(5,066)		(9,556)
Balance as of June 30, 2024, net	$	531	$	—	$	531

Debt (Tables)

3 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of debt

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


(in millions)	Interest Rates	Fiscal Year Maturities	June 30, 2024(1)		March 31, 2024(1)
Short-term debt and current maturities of long-term debt
Commercial paper(2)	4.26% - 4.32%	2025	$	150	$	—
Current maturities of long-term debt	Various	2025 - 2026	71		93
Current maturities of finance lease liabilities	0.01% - 14.59%	2025 - 2026	160		178
Short-term debt and current maturities of long-term debt			$	381	$	271

Long-term debt, net of current maturities
€650 million Senior notes	1.75%	2026	696		700
$700 million Senior notes	1.80%	2027	697		697
€750 million Senior notes	0.45%	2028	801		806
$650 million Senior notes	2.375%	2029	646		646
€600 million Senior notes	0.95%	2032	638		643






Finance lease liabilities	0.01% - 14.59%	2025 - 2030	378		420
Borrowings for assets acquired under long-term financing	0.00% - 9.78%	2025 - 2029	141		177


Long-term debt			3,997		4,089
Less: current maturities			231		271
Long-term debt, net of current maturities			$	3,766	$	3,818

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

Revenue (Tables)

3 Months Ended

Jun. 30, 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:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
United States	$	897	$	1,002
United Kingdom	448		465
Other Europe	1,030		1,064
Australia	299		342
Other International	562		573

Total Revenues	$	3,236	$	3,446

Summary of contract assets and liabilities

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


		As of
(in millions)	Balance Sheet Line Item	June 30, 2024		March 31, 2024
Trade receivables, net	Receivables and contract assets, net of allowance for doubtful accounts	$	2,036	$	2,195
Contract assets	Receivables and contract assets, net of allowance for doubtful accounts	$	366	$	362
Contract liabilities	Deferred revenue and advance contract payments and Non-current deferred revenue	$	1,381	$	1,537

Change in contract liabilities were as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Balance, beginning of period	$	1,537	$	1,842
Deferred revenue	370		464
Recognition of deferred revenue	(456)		(548)
Currency translation adjustment	(3)		13
Other	(67)		(14)
Balance, end of period	$	1,381	$	1,757

Restructuring Costs (Tables)

3 Months Ended

Jun. 30, 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)	June 30, 2024		March 31, 2024
Accrued expenses and other current liabilities	$	40	$	40
Other long-term liabilities	8		11
Total	$	48	$	51

Schedule of restructuring liability

Restructuring Liability Reconciliations by Plan


	Restructuring Liability as of March 31, 2024		Costs Expensed, Net of Reversals		Costs Not Affecting Restructuring Liability(1)		Cash Paid		Other(2)		Restructuring Liability as of June 30, 2024
Fiscal 2025 Plan
Workforce Reductions	$	—	$	18	$	—	$	(7)	$	—	$	11
Facilities Costs	—		16		(15)		—		—		1
	—		34		(15)		(7)		—		12

Fiscal 2024 Plan
Workforce Reductions	$	8	$	—	$	—	$	(5)	$	(1)	$	2
Facilities Costs	2		4		—		(5)		—		1
	10		4		—		(10)		(1)		3

Other Prior Year and Acquired Plans
Workforce Reductions	$	40	$	(3)	$	—	$	(4)	$	(1)	$	32
Facilities Costs	1		4		(1)		(3)		—		1
	41		1		(1)		(7)		(1)		33
Total	$	51	$	39	$	(16)	$	(24)	$	(2)	$	48

(1) Restructuring costs associated with right-of-use assets.

(2) Foreign currency translation adjustments.

Pension and Other Benefit Plans (Tables)

3 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Schedule of defined benefit plans disclosures

The components of net periodic pension income were:



	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Service cost	$	13	$	15
Interest cost	74		79
Expected return on assets	(113)		(114)

Amortization of prior service credit	(1)		(2)




Net periodic pension income	$	(27)	$	(22)

Stockholders' Equity (Tables)

3 Months Ended

Jun. 30, 2024

Equity [Abstract]

Class of treasury stock

The details of shares repurchased during the three months ended June 30, 2023 are shown below:


	Fiscal 2024
Fiscal Period		Number of Shares Repurchased	Average Price Per Share		Amount (in millions)
1st Quarter
Open market purchases		10,975,643	$	25.53	$	280
Total		10,975,643	$	25.53	$	280

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, 2024	$	(939)	$	—	$	207	$	(732)
Other comprehensive income before reclassifications	3		3		—		6
Amounts reclassified from accumulated other comprehensive loss	—		—		(1)		(1)
Balance at June 30, 2024	$	(936)	$	3	$	206	$	(727)


(in millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Pension and Other Post-retirement Benefit Plans		Accumulated Other Comprehensive Loss
Balance at March 31, 2023	$	(985)	$	(7)	$	218	$	(774)
Other comprehensive income before reclassifications	34		3		—		37
Amounts reclassified from accumulated other comprehensive loss	—		—		(2)		(2)
Balance at June 30, 2023	$	(951)	$	(4)	$	216	$	(739)

Stock Incentive Plans (Tables)

3 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of restricted stock and performance-based restricted stock units


	Employee Equity Plan			Director Equity Plan
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2024	8,311,293	$	33.97	213,755	$	26.82
Granted	6,881,052	$	21.73	12,040	$	17.86

Settled	(2,858,798)	$	51.16	—	$	—
Canceled/Forfeited	(1,012,310)	$	30.28	—	$	—
Outstanding as of June 30, 2024	11,321,237	$	22.51	225,795	$	26.34

Schedule of employee service share-based compensation, allocation of recognized period costs

Share-Based Compensation


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023


Total share-based compensation cost	$	23	$	23
Related income tax benefit	$	3	$	3

Cash Flows (Tables)

3 Months Ended

Jun. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Cash payments for interest on indebtedness and for taxes

Cash payments for interest on indebtedness and income taxes and other select non-cash activities are as follows:


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Cash paid for:
Interest	$	57	$	51
Taxes on income, net of refunds (1)	$	52	$	52

Non-cash activities:


Operating:
ROU assets obtained in exchange for lease, net (2)	$	35	$	23
Prepaid assets acquired under long-term financing	$	—	$	4
Investing:
Capital expenditures in accounts payable and accrued expenses	$	3	$	3
Capital expenditures through finance lease obligations	$	7	$	17
Assets acquired under long-term financing	$	—	$	27
Financing:
Shares repurchased but not settled in cash (3)	$	—	$	13

(1) Income tax refunds were $16 million and $6 million for the three months ended June 30, 2024 and June 30, 2023, respectively.

(2) Net of $237 million and $230 million in lease modifications and terminations for the three months ended June 30, 2024 and June 30, 2023, respectively.

Segment Information (Tables)

3 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

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
Three Months Ended June 30, 2024
Revenues	$	1,673	$	1,563	$	3,236	$	—	$	3,236
Segment profit	$	181	$	114	$	295	$	(73)	$	222
Depreciation and amortization(1)	$	40	$	175	$	215	$	24	$	239

Three Months Ended June 30, 2023
Revenues	$	1,703	$	1,743	$	3,446	$	—	$	3,446
Segment profit	$	192	$	91	$	283	$	(59)	$	224
Depreciation and amortization(1)	$	45	$	184	$	229	$	26	$	255

(1) Depreciation and amortization as presented excludes amortization of acquired intangible assets of $87 million and $89 million for the

three months ended June 30, 2024 and June 30, 2023, respectively.

Reconciliation of consolidated operating income to income before taxes


	Three Months Ended
(in millions)	June 30, 2024		June 30, 2023
Profit
Total profit for reportable segments	$	295	$	283
All other loss	(73)		(59)
Subtotal	$	222	$	224
Interest income	51		49
Interest expense	(72)		(66)
Restructuring costs	(39)		(20)
Transaction, separation and integration-related costs	(7)		(1)
Amortization of acquired intangible assets	(87)		(89)
Merger related indemnification	—		(11)
Loss on disposition of businesses	—		(5)
Impairment losses	—		(3)
Income before income taxes	$	68	$	78

Commitments and Contingencies (Tables)

3 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of long-term purchase agreements

Minimum purchase commitments as of June 30, 2024 were as follows:


Fiscal year	Minimum Purchase Commitment
(in millions)
Remainder of 2025	$	426
2026	556
2027	137
2028	83
2029	30
Thereafter	5
Total	$	1,237

Earnings per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net income attributable to DXC common shareholders	$ 26	$ 36
Common share information:
Weighted average common shares outstanding for basic EPS (in shares)	179,660	210,110
Dilutive effect of stock options and equity awards (in shares)	3,270	3,640
Weighted average common shares outstanding for diluted EPS (in shares)	182,930	213,750
Earnings per share:
Basic (in dollars per share)	$ 0.14	$ 0.17
Diluted (in dollars per share)	$ 0.14	$ 0.17

Earnings per Share - Schedule of Antidilutive Securities (Details) - shares	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted EPS (in shares)	927,909	918,608
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted EPS (in shares)	1,930,605	1,505,292
Performance Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted EPS (in shares)	160,461	1,287,186

Receivables - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 35	$ 47	$ 47
Provisions for losses on accounts receivable	7	$ 2	0
Other adjustments to allowance and write-offs	(2)		(12)
Ending balance	$ 40		$ 35

Receivables - Narrative (Details) - Purchasers	3 Months Ended
Receivables - Narrative (Details) - Purchasers	Jun. 30, 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	381,000,000
Asset	19,000,000
Gain (loss) on sale of receivables	$ 0

Leases - Narrative (Details)	3 Months Ended
Leases - Narrative (Details)	Jun. 30, 2024
Lessee, Lease, Description [Line Items]
Extension term	10 years
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	1 year
Termination term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	10 years
Termination term	3 years

Leases - Components of Lease Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating lease expense
Operating lease cost	$ 80	$ 90
Short-term lease cost	6	7
Variable lease cost	13	15
Sublease income	(5)	(4)
Total operating costs	94	108
Finance lease expense
Amortization of right-of-use assets	25	42
Interest on lease liabilities	4	4
Total finance lease cost	$ 29	$ 46

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating Leases, Supplemental Cash Flow Information [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows	$ 80	$ 90
ROU assets obtained in exchange for operating lease liabilities	35	23
Change in lease classification from operating to finance lease	237	230
Finance Leases, Supplemental Cash Flow Information [Abstract]
Interest paid for finance lease liabilities – Operating cash flows	4	4
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	55	61
Total cash paid in the measurement of finance lease obligations	59	65
Capital expenditures through finance lease obligations	$ 7	$ 17

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Operating Lease, Supplemental Balance Sheet Information [Abstract]
Operating right-of-use assets, net	$ 656	$ 731
Current operating lease liabilities	258	282
Non-current operating lease liabilities	437	497
Total operating lease liabilities	$ 695	$ 779
Weighted-average operating lease term	3 years 8 months 12 days	3 years 10 months 24 days
Weighted-average operating lease discount rate	4.70%	4.60%
Finance Lease, Supplemental Balance Sheet Information [Abstract]
Property and Equipment, net	Property and equipment, net of accumulated depreciation of $3,497 and $3,515	Property and equipment, net of accumulated depreciation of $3,497 and $3,515
Short-term debt and current maturities of long-term debt	Short-term debt and current maturities of long-term debt	Short-term debt and current maturities of long-term debt
Long-term debt, net of current maturities	Long-term debt, excluding finance lease liabilities	Long-term debt, excluding finance lease liabilities
ROU finance lease assets	$ 233	$ 264
Finance lease	160	178
Finance lease	218	242
Total finance lease liabilities	$ 378	$ 420
Weighted-average finance lease term	2 years 9 months 18 days	2 years 10 months 24 days
Weighted-average finance lease discount rate	4.50%	4.30%

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Operating Leases
Remainder of 2025	$ 218
2026	206
2027	127
2028	101
2029	61
Thereafter	49
Operating lease payments	762
Less: imputed interest	(67)
Total operating lease liabilities	695	$ 779
Finance Leases
Remainder of 2025	139
2026	132
2027	85
2028	41
2029	13
Thereafter	0
Finance lease payments	410
Less: imputed interest	(32)
Total finance lease liabilities	$ 378	$ 420

Derivative Instruments - Narrative (Details) $ in Millions	3 Months Ended
Derivative Instruments - Narrative (Details) $ in Millions	Jun. 30, 2024 USD ($) counterparty	Mar. 31, 2024 USD ($)
Derivative [Line Items]
Foreign currency cash flow hedge gain to be reclassified during next 12 months	$ 5
Number of counterparties with concentration of credit risk \| counterparty	8
Maximum exposure to loss	$ 11
Designated as Hedging Instrument \| Cash Flow Hedging \| Foreign Currency Forward Contracts
Derivative [Line Items]
Notational amount of derivative	838	$ 885
Designated as Hedging Instrument \| Net Investment Hedging \| Foreign Currency Denominated Debt
Derivative [Line Items]
Notational amount of derivative	697	702
Pretax gain (loss) on derivatives designated for hedge accounting included other comprehensive income	5
Not Designated as Hedging Instrument \| Foreign Currency Forward Contracts
Derivative [Line Items]
Notational amount of derivative	$ 1,400	$ 1,500

Derivative Instruments - Nondesignated Hedging (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Foreign currency remeasurement	$ 7	$ (4)
Undesignated foreign currency forward contracts	(6)	(4)
Total - Foreign currency loss (gain)	$ 1	$ (8)

Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 7,956	$ 7,922
Accumulated Amortization	5,945	5,792
Net Carrying Value	2,011	2,130
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,762	3,721
Accumulated Amortization	3,132	3,070
Net Carrying Value	630	651
Customer related intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,886	3,892
Accumulated Amortization	2,672	2,588
Net Carrying Value	1,214	1,304
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	308	309
Accumulated Amortization	141	134
Net Carrying Value	$ 167	$ 175

Intangible Assets - Components of Amortization Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 232	$ 231
Intangible asset amortization
Finite-Lived Intangible Assets [Line Items]
Amortization expense	179	183
Transition and transformation contract cost amortization
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 53	$ 48

Intangible Assets - Estimated Future Amortization (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2025	$ 533
2026	622
2027	426
2028	182
2029	86
Thereafter	162
Net Carrying Value	$ 2,011	$ 2,130

Goodwill - Schedule of Goodwill (Details) $ in Millions	3 Months Ended
Goodwill - Schedule of Goodwill (Details) $ in Millions	Jun. 30, 2024 USD ($)
Changes in the carrying amount of goodwill by segment [Roll Forward]
Goodwill, beginning balance	$ 532
Foreign currency translation	(1)
Goodwill, gross	10,087
Accumulated impairment losses	(9,556)
Goodwill, ending balance	531
GBS
Changes in the carrying amount of goodwill by segment [Roll Forward]
Goodwill, beginning balance	532
Foreign currency translation	(1)
Goodwill, gross	5,021
Accumulated impairment losses	(4,490)
Goodwill, ending balance	531
GIS
Changes in the carrying amount of goodwill by segment [Roll Forward]
Goodwill, beginning balance	0
Foreign currency translation	0
Goodwill, gross	5,066
Accumulated impairment losses	(5,066)
Goodwill, ending balance	$ 0

Debt - Schedule of Debt (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2024 EUR (€)	Mar. 31, 2024 USD ($)
Short-term debt and current maturities of long-term debt
Commercial paper	$ 150,000,000		$ 0
Current maturities of long-term debt	71,000,000		93,000,000
Current maturities of finance lease liabilities	160,000,000		178,000,000
Short-term debt and current maturities of long-term debt	381,000,000		271,000,000
Long-term debt, net of current maturities
Finance lease liabilities	378,000,000		420,000,000
Long-term debt	3,997,000,000		4,089,000,000
Less: current maturities	231,000,000		271,000,000
Long-term debt, net of current maturities	3,766,000,000		3,818,000,000
Senior notes
Long-term debt, net of current maturities
Long-term debt, net of current maturities	3,493,000,000		3,509,000,000
Unamortized debt (discount) premiums and deferred debt issuance costs	$ (15,000,000)		(17,000,000)
Finance lease liabilities \| Minimum
Debt Information [Abstract]
Effective interest rate	0.01%	0.01%
Finance lease liabilities \| Maximum
Debt Information [Abstract]
Effective interest rate	14.59%	14.59%
Borrowings for assets acquired under long-term financing
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 141,000,000		177,000,000
Borrowings for assets acquired under long-term financing \| Minimum
Debt Information [Abstract]
Effective interest rate	0.00%	0.00%
Borrowings for assets acquired under long-term financing \| Maximum
Debt Information [Abstract]
Effective interest rate	9.78%	9.78%
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%
Commercial paper
Long-term debt, net of current maturities
Amount of multi-year committed revolving credit facility \| €		€ 1,000,000,000
Commercial paper \| Minimum
Debt Information [Abstract]
Weighted average interest rate	4.26%	4.26%
Commercial paper \| Maximum
Debt Information [Abstract]
Weighted average interest rate	4.32%	4.32%
€650 million Senior notes \| 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	$ 696,000,000		700,000,000
$700 million Senior notes \| Senior notes
Debt Information [Abstract]
Face amount	$ 700,000,000
Effective interest rate	1.80%	1.80%
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 697,000,000		697,000,000
€750 million Senior notes \| 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	$ 801,000,000		806,000,000
$650 million Senior notes \| Senior notes
Debt Information [Abstract]
Face amount	$ 650,000,000
Effective interest rate	2.375%	2.375%
Long-term debt, net of current maturities
Long-term debt, net of current maturities	$ 646,000,000		646,000,000
€600 million Senior notes \| 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	$ 638,000,000		$ 643,000,000

Debt - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Debt Instrument [Line Items]
Long-term debt, excluding finance lease liabilities	$ 3,766	$ 3,818
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	$ 3,600	$ 3,700

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 3,236	$ 3,446
United States
Disaggregation of Revenue [Line Items]
Revenues	897	1,002
United Kingdom
Disaggregation of Revenue [Line Items]
Revenues	448	465
Other Europe
Disaggregation of Revenue [Line Items]
Revenues	1,030	1,064
Australia
Disaggregation of Revenue [Line Items]
Revenues	299	342
Other International
Disaggregation of Revenue [Line Items]
Revenues	$ 562	$ 573

Revenue - Narrative (Details) $ in Billions	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 16.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage	34.00%
Remaining performance obligation period	9 months

Revenue - Contract Balances (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Trade receivables, net	$ 2,036	$ 2,195
Contract assets	366	362
Contract liabilities	$ 1,381	$ 1,537	$ 1,757	$ 1,842

Revenue - Change in Contract Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Change In Contract With Customer, Liability [Roll Forward]
Balance, beginning of period	$ 1,537	$ 1,842
Deferred revenue	370	464
Recognition of deferred revenue	(456)	(548)
Currency translation adjustment	(3)	13
Other	(67)	(14)
Balance, end of period	$ 1,381	$ 1,757

Restructuring Costs - Composition of Restructuring Liability (Details) - USD ($) $ in Millions	Jun. 30, 2024	Mar. 31, 2024
Restructuring Costs [Abstract]
Accrued expenses and other current liabilities	$ 40	$ 40
Other long-term liabilities	8	11
Total	$ 48	$ 51

Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	$ 51
Costs Expensed, Net of Reversals	39	$ 20
Costs Not Affecting Restructuring Liability	(16)
Cash Paid	(24)
Other	(2)
Restructuring Liability as of June 30, 2024	48
Fiscal 2025 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	0
Costs Expensed, Net of Reversals	34
Costs Not Affecting Restructuring Liability	(15)
Cash Paid	(7)
Other	0
Restructuring Liability as of June 30, 2024	12
Fiscal 2025 Plan \| Workforce Reductions
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	0
Costs Expensed, Net of Reversals	18
Costs Not Affecting Restructuring Liability	0
Cash Paid	(7)
Other	0
Restructuring Liability as of June 30, 2024	11
Fiscal 2025 Plan \| Facilities Costs
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	0
Costs Expensed, Net of Reversals	16
Costs Not Affecting Restructuring Liability	(15)
Cash Paid	0
Other	0
Restructuring Liability as of June 30, 2024	1
Fiscal 2024 Plan
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	10
Costs Expensed, Net of Reversals	4
Costs Not Affecting Restructuring Liability	0
Cash Paid	(10)
Other	(1)
Restructuring Liability as of June 30, 2024	3
Fiscal 2024 Plan \| Workforce Reductions
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	8
Costs Expensed, Net of Reversals	0
Costs Not Affecting Restructuring Liability	0
Cash Paid	(5)
Other	(1)
Restructuring Liability as of June 30, 2024	2
Fiscal 2024 Plan \| Facilities Costs
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	2
Costs Expensed, Net of Reversals	4
Costs Not Affecting Restructuring Liability	0
Cash Paid	(5)
Other	0
Restructuring Liability as of June 30, 2024	1
Other Prior Year and Acquired Plans
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	41
Costs Expensed, Net of Reversals	1
Costs Not Affecting Restructuring Liability	(1)
Cash Paid	(7)
Other	(1)
Restructuring Liability as of June 30, 2024	33
Other Prior Year and Acquired Plans \| Workforce Reductions
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	40
Costs Expensed, Net of Reversals	(3)
Costs Not Affecting Restructuring Liability	0
Cash Paid	(4)
Other	(1)
Restructuring Liability as of June 30, 2024	32
Other Prior Year and Acquired Plans \| Facilities Costs
Restructuring Reserve [Roll Forward]
Restructuring Liability as of March 31, 2024	1
Costs Expensed, Net of Reversals	4
Costs Not Affecting Restructuring Liability	(1)
Cash Paid	(3)
Other	0
Restructuring Liability as of June 30, 2024	$ 1

Restructuring Costs - Narrative (Details) $ in Millions	3 Months Ended
Restructuring Costs - Narrative (Details) $ in Millions	Jun. 30, 2024 USD ($)
Fiscal 2025 Plan
Restructuring Cost and Reserve [Line Items]
Amortization of right-of-use assets and interest expense for leases vacated	$ 4

Pension and Other Benefit Plans - Pension Plan, Net Periodic Costs and Other Changes (Details) - Pension Plans, Defined Benefit - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 13	$ 15
Interest cost	74	79
Expected return on assets	(113)	(114)
Amortization of prior service credit	(1)	(2)
Net periodic pension income	$ (27)	$ (22)

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2019	Apr. 01, 2017
Income Tax Contingency [Line Items]
Effective income tax rate	63.20%	46.20%
Foreign earnings not indefinitely reinvested	$ 477
Cumulative undistributed earnings of foreign subsidiaries	349
Potential federal and state cost from tax examinations	517
Potential cash tax payments	592
Increase in liability for uncertain tax positions	5
Reasonably possible reduction in liability for uncertain tax positions	$ 63
HPES
Income Tax Contingency [Line Items]
Tax indemnification receivable, uncertain tax positions				$ 17
Tax indemnification receivable, tax indemnification payable				52
Tax indemnification payable				$ 91
Perspecta
Income Tax Contingency [Line Items]
Tax indemnification payable			$ 4
Tax indemnification receivable			$ 15

Stockholders' Equity - Capital Stock and Share Repurchases (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased (in shares) \| shares	10,975,643
Average price per share (in dollars per share) \| $ / shares	$ 25.53
Amount \| $	$ 280
Open market purchases
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased (in shares) \| shares	10,975,643
Average price per share (in dollars per share) \| $ / shares	$ 25.53
Amount \| $	$ 280

Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	$ 3,066	$ 3,820
Other comprehensive income before reclassifications	6	37
Amounts reclassified from accumulated other comprehensive loss	(1)	(2)
Ending balance	3,103	3,603
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	(939)	(985)
Other comprehensive income before reclassifications	3	34
Amounts reclassified from accumulated other comprehensive loss	0	0
Ending balance	(936)	(951)
Cash Flow Hedges
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	0	(7)
Other comprehensive income before reclassifications	3	3
Amounts reclassified from accumulated other comprehensive loss	0	0
Ending balance	3	(4)
Pension and Other Post-retirement Benefit Plans
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	207	218
Other comprehensive income before reclassifications	0	0
Amounts reclassified from accumulated other comprehensive loss	(1)	(2)
Ending balance	206	216
Accumulated Other Comprehensive Loss
AOCI Including Portion Attributable to Noncontrolling Interest [Abstract]
Beginning balance	(732)	(774)
Ending balance	$ (727)	$ (739)

Stock Incentive Plans - Schedule of RSUs and PBRSUs (Details)	3 Months Ended
	Jun. 30, 2024 $ / shares shares
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units \| Employee Equity Plan
Number of Shares
Equity instruments other than options nonvested - beginning balance (in shares) \| shares	8,311,293
Equity instruments other than options nonvested - granted (in shares) \| shares	6,881,052
Equity instruments other than options nonvested - settled (in shares) \| shares	(2,858,798)
Equity instruments other than options nonvested - canceled/forfeited (in shares) \| shares	(1,012,310)
Equity instruments other than options nonvested - ending balance (in shares) \| shares	11,321,237
Weighted Average Grant Date Fair Value
Weighted average fair value other than options - beginning balance (in dollars per share) \| $ / shares	$ 33.97
Weighted average fair value other than options - granted (in dollars per share) \| $ / shares	21.73
Weighted average fair value other than options - settled (in dollars per share) \| $ / shares	51.16
Weighted average fair value other than options - canceled/forfeited (in dollars per share) \| $ / shares	30.28
Weighted average fair value other than options - ending balance (in dollars per share) \| $ / shares	$ 22.51
Restricted Stock Units \| Director Equity Plan
Number of Shares
Equity instruments other than options nonvested - beginning balance (in shares) \| shares	213,755
Equity instruments other than options nonvested - granted (in shares) \| shares	12,040
Equity instruments other than options nonvested - settled (in shares) \| shares	0
Equity instruments other than options nonvested - canceled/forfeited (in shares) \| shares	0
Equity instruments other than options nonvested - ending balance (in shares) \| shares	225,795
Weighted Average Grant Date Fair Value
Weighted average fair value other than options - beginning balance (in dollars per share) \| $ / shares	$ 26.82
Weighted average fair value other than options - granted (in dollars per share) \| $ / shares	17.86
Weighted average fair value other than options - settled (in dollars per share) \| $ / shares	0
Weighted average fair value other than options - canceled/forfeited (in dollars per share) \| $ / shares	0
Weighted average fair value other than options - ending balance (in dollars per share) \| $ / shares	$ 26.34

Stock Incentive Plans - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Total share-based compensation cost	$ 23	$ 23
Related income tax benefit	$ 3	$ 3

Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended
Cash Flows (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Cash paid for:
Interest	$ 57	$ 51
Taxes on income, net of refunds	52	52
Operating:
ROU assets obtained in exchange for lease, net	35	23
Prepaid assets acquired under long-term financing	0	4
Investing:
Capital expenditures in accounts payable and accrued expenses	3	3
Capital expenditures through finance lease obligations	7	17
Assets acquired under long-term financing	0	27
Financing:
Shares repurchased but not settled in cash (3)	0	13
Income tax refunds	16	6
Change in lease classification from operating to finance lease	$ 237	$ 230

Segment Information (Details) - USD ($) $ in Millions	3 Months Ended
Segment Information (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenues	$ 3,236	$ 3,446
Segment profit	222	224
Depreciation and amortization	239	255
Amortization of acquired intangible assets	87	89
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	222	224
Interest income	51	49
Interest expense	(72)	(66)
Restructuring costs	(39)	(20)
Transaction, separation and integration-related costs	(7)	(1)
Amortization of acquired intangible assets	(87)	(89)
Merger related indemnification	0	(11)
Loss on disposition of businesses	0	(5)
Impairment losses	0	(3)
Income before income taxes	68	78
Operating segments
Segment Reporting Information [Line Items]
Revenues	3,236	3,446
Segment profit	295	283
Depreciation and amortization	215	229
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	295	283
All Other
Segment Reporting Information [Line Items]
Revenues	0	0
Segment profit	(73)	(59)
Depreciation and amortization	24	26
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	(73)	(59)
GBS \| Operating segments
Segment Reporting Information [Line Items]
Revenues	1,673	1,703
Segment profit	181	192
Depreciation and amortization	40	45
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	181	192
GIS \| Operating segments
Segment Reporting Information [Line Items]
Revenues	1,563	1,743
Segment profit	114	91
Depreciation and amortization	175	184
Reconciliation of Consolidated Operating Income to Income Before Taxes [Abstract]
Subtotal	$ 114	$ 91

Commitments and Contingencies - Minimum Purchase Commitments (Details) $ in Millions	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2025	$ 426
2026	556
2027	137
2028	83
2029	30
Thereafter	5
Total	$ 1,237

Commitments and Contingencies - Contingencies (Details) - TCS Litigation - USD ($) $ in Millions	1 Months Ended
	Jun. 30, 2024	Nov. 30, 2023
Loss Contingencies [Line Items]
Proceeds from litigation settlement	$ 194	$ 210
Compensatory Damages
Loss Contingencies [Line Items]
Proceeds from litigation settlement	56	70
Punitive Damages
Loss Contingencies [Line Items]
Proceeds from litigation settlement	$ 112	$ 140
Post-Judgment Interest Rate
Loss Contingencies [Line Items]
Settlement interest rate	4.824%
Prejudgment Post-judgment Interest
Loss Contingencies [Line Items]
Proceeds from litigation settlement	$ 26

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