UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


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

For the fiscal year ended March 31, ~~2025~~2026


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

For the transition period from __________________ to __________________

Commission File No.: 1-4850


						DXC TECHNOLOGY COMPANY
						(Exact name of registrant as specified in its charter)

Nevada

61-1800317

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

(Address of principal executive offices and zip code)

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

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

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

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

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

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

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

Large Accelerated Filer

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

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

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

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

☐ Yes x No

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on September 30, ~~2024~~2025, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing price of a share of the registrant’s common stock on that date, was $32,~~736~~363,~~469~~606,~~619~~269.

~~181~~163,~~266~~479,~~304~~858 shares of common stock, par value $0.01 per share, were outstanding as of May 51, ~~2025~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement relating to its ~~2025~~2026 Annual Meeting of Stockholders (the "~~2025~~2026 Proxy Statement"), which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of March 31, ~~2025~~2026, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

TABLE OF CONTENTS

Item		Page
	PART I
1.	Business	3
1A.	Risk Factors	10
1B.	Unresolved Staff Comments	34
1C.	Cybersecurity	3534
2.	Properties	3736
3.	Legal Proceedings	3736
4.	Mine Safety Disclosures	3736
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3837
6.	Reserved	3938
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4039
7A.	Quantitative and Qualitative Disclosures about Market Risk	5857
8.	Financial Statements and Supplementary Data	5958
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~117~~120
9A.	Controls and Procedures	~~117~~120
9B.	Other Information	~~119~~122
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~119~~122
	PART III
10.	Directors, Executive Officers and Corporate Governance	~~119~~122
11.	Executive Compensation	~~119~~122
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~120~~123
13.	Certain Relationships and Related Transactions, and Director Independence	~~121~~124
14.	Principal Accountant Fees and Services	~~121~~124
	PART IV
15.	Exhibit and Financial Statement Schedules	~~122~~125
16.	Form 10-K Summary	~~126~~129

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

All statements and assumptions contained in this Annual Report on Form 10-K and in the documents incorporated by reference that do not directly and exclusively relate to historical facts constitute “forward-looking statements” that involve numerous assumptions, risks and uncertainties. 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. We may also make forward-looking statements in other reports filed with the Securities and Exchange Commission (“SEC”), in materials delivered to stockholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Forward-looking statements represent current expectations and beliefs, and no assurance can be given that the results, goals or plans described in such statements 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. 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.

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, restructuring plans, potential acquisitions and divestitures, competitive position, growth opportunities, artificial intelligence and technology initiatives, effective tax rates, liquidity and capital resources, capital return strategy, plans and objectives of management, the outcome of and costs associated with regulatory and litigation matters, and other matters.

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

•our inability to ~~succeed~~effectively inmanage and improve our ~~strategic~~sales ~~objectives;~~organization, including structural challenges related to sales execution, pipeline development, and talent management;

•~~the~~our ~~risk~~inability ofto ~~liability,~~develop ~~reputational~~and ~~damages~~expand orour ~~adverse~~service ~~impact~~offerings to ~~business~~address ~~due~~emerging tobusiness ~~service~~demands ~~interruptions,~~and ~~from~~technological ~~security breaches~~trends, ~~cyber-attacks,~~and ~~other~~the ~~security~~competitive ~~incidents~~pressures orfaced ~~disclosure~~by ofour ~~confidential information or personal data~~business;

• our inability to attract and retain key personnel, including sales talent and employees with artificial intelligence and technical expertise, and to maintain relationships with key partners;

• risks associated with AI, including our adoption, deployment, and governance of AI technologies, reliance on third-party AI platforms, AI-related cybersecurity and data privacy risks, evolving AI regulations, and competitive displacement from AI;

• our inability to accurately estimate the cost of services and the timeline for completion of contracts, or if we or third parties fail to deliver on commitments or otherwise breach obligations to our customers;

• systems failures, catastrophic events, and resulting interruptions in the availability of our products or services;

•the risk of liability, reputational damages or adverse impact to our business due to security breaches, cyber-attacks, other cybersecurity events or 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~~inability to comply with existing and ~~service~~new ~~quality~~laws ~~issues~~and regulations, including economic sanctions, export controls, AI regulations, and social and environmental responsibility regulations, policies, and provisions, as well as customer and investor demands;

•~~our~~failure ~~inability~~ to ~~develop~~maintain ~~and expand~~ our ~~service~~credit ~~offerings~~rating, tomanage ~~address~~our ~~emerging~~indebtedness, ~~business demands~~ and ~~technological~~raise ~~trends,~~additional ~~including~~capital ~~our~~for ~~inability~~future toneeds, ~~sell~~which ~~differentiated~~could ~~services~~adversely ~~amongst~~affect our ~~offerings~~liquidity, ~~and~~capital ~~the~~position, ~~competitive~~borrowing ~~pressures~~costs, ~~faced~~and byaccess ~~our~~to ~~business~~capital markets;

•the risks associated with our ~~inability~~international tooperations, ~~compete~~including fluctuations in ~~certain~~exchange ~~markets~~rates, geopolitical conflicts such as the ongoing conflict between Russia and ~~expand~~Ukraine ~~our~~and ~~capacity~~hostilities in ~~certain~~the ~~offshore~~Middle ~~locations~~East, and disruptions to our operations;

•~~failure~~the torisks ~~maintain~~associated with prolonged periods of inflation or macroeconomic conditions, including reduced customer spending, the uncertainty related to our ~~credit~~cost-takeout ~~rating~~efforts, and our ability to ~~manage~~close ~~working~~new ~~capital,~~deals ~~refinance~~in ~~and~~the ~~raise~~event ~~additional~~of ~~capital~~an ~~for~~economic ~~future needs~~slowdown;

•~~difficulty~~our ininability ~~understanding~~to ~~the~~compete ~~changes~~effectively, tomaintain and grow our ~~business~~customer ~~model~~relationships byover ~~equity~~time, ~~research~~collect orreceivables ~~industry~~from ~~analysts~~customers experiencing financial difficulties, or ~~our~~comply ~~failure~~with tocustomer ~~meet~~contracts ~~our~~or ~~publicly~~government ~~announced~~contracting ~~financial~~regulations ~~guidance;~~or requirements;

•~~public~~our ~~health~~inability ~~crises~~to succeed in our strategic transactions, including acquisitions, divestitures, and strategic partnerships;

~~•our indebtedness and potential material adverse effect on our financial condition and results of operations;~~1

• disruption of our ~~inability~~supply tochain ~~accurately~~or ~~estimate~~increases ~~the~~in ~~cost~~procurement costs, including as a result of ~~services~~ongoing trade tensions, ~~and~~tariff ~~the~~charges, ~~completion~~supplier ~~timeline~~non-performance, ofor ~~contracts~~armed hostilities;

•~~failure~~ the byrisks usassociated orwith ~~third~~climate ~~party~~change ~~partners~~and tonatural ~~deliver on commitments or otherwise breach obligations to our customers~~disasters;

•~~the~~ increased ~~risks~~scrutiny ~~associated~~of, ~~with~~and ~~climate~~evolving ~~change~~expectations for, sustainability and ~~natural~~environmental, ~~disasters~~social and governance ("ESG") initiatives;

•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 possibility of reduced spending by customers in the areas we serve, the uncertainty related to our cost-takeout efforts, 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;

1•our inability to achieve the expected benefits of our restructuring plans, including risks associated with workforce reductions and increased reliance on automation and AI;

•risks associated with disruption of our supply chain or increases in procurement costs, including as a result of ongoing trade tensions and tariff charges;

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

•potential losses due to asset impairment charges, including but not limited to intangibles and deferred tax assets;

•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;

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

•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"); and

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

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

We provide ~~certain~~ ESG and sustainability-related information in this Annual Report on Form 10-K, ~~and~~ on our website, ~~including~~and in our voluntary and regulatory ESG-related reporting, that is not necessarily “material” under the U.S. federal securities laws ~~for Securities and Exchange Commission (the “SEC”) reporting purposes~~, even if we use the term “material” or “materiality” ~~herein, on our website and~~ in ~~our~~such ~~external ESG~~ disclosures~~, or in other materials that we may release from time to time in connection with our ESG efforts, goals and initiatives~~. For example, ~~we include~~ climate risk cost estimates in our ~~voluntary~~ climate change-related reporting, ~~and these estimates, which~~ are based on assumptions, that we do not currently consider material as ~~that term is~~ defined under the U.S. federal securities laws. ~~Any~~Such ~~such ESG-related~~ information, ~~whether included herein, on our website or otherwise,~~ may be informed by definitions of materiality other than ~~the~~those ~~definition~~ under the U.S. federal securities laws, ~~and may be informed~~ by various ESG standards and frameworks (including EU CSRD double materiality, ISSB, SASB, TCFD, CDP and GRI, ~~standards~~ as well as standards for ~~the~~measuring ~~measurement of~~ underlying data), and ~~the~~by ~~interests~~stakeholder ~~of various stakeholders~~interests. Given the inherent uncertainty of such information, estimates, assumptions and timelines ~~contained in our ESG-related disclosures~~, we may not be able to anticipate ~~in advance~~ whether or the degree to which such matters are “"material”" under the U.S. federal securities laws or whether we will ~~or will not~~ be able to meet our plans, targets or goals.

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

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

PART I

ITEM 1. BUSINESS

Overview

DXC Technology is a leading ~~global~~enterprise ~~provider of information~~ technology ~~("IT")~~and ~~services.~~innovation ~~We are a trusted~~ partner todelivering ~~many~~software, ~~of the world’s most innovative organizations~~services, ~~building~~and solutions ~~that~~to ~~move~~global ~~industries~~enterprises and ~~companies~~public ~~forward.~~sector ~~Our~~organizations ~~engineering,~~- ~~consulting,~~helping ~~and~~them ~~technology~~harness ~~experts~~AI ~~help~~to ~~clients~~drive ~~simplify,~~outcomes ~~optimize,~~at ~~and~~a ~~modernize~~time ~~their~~of ~~systems~~exponential ~~and~~change ~~processes,~~with ~~manage~~speed. ~~their~~With ~~most~~deep ~~critical~~expertise ~~workloads,~~in ~~integrate~~Managed ~~AI-powered~~Infrastructure ~~intelligence~~Services, ~~into~~Application ~~their operations~~Modernization, and ~~put~~Industry-Specific ~~security~~Software ~~and~~Solutions, ~~trust~~DXC atmodernizes, ~~the forefront. Through innovative solutions~~secures, weand ~~help~~operates ~~clients~~some toof ~~achieve~~the ~~competitive~~world’s ~~advantages~~most incomplex ~~the~~technology ~~marketplace~~estates.

WeDXC ~~serve~~serves a global client base, including many Fortune 500 companies, ~~through~~supported ~~our~~by ~~more~~approximately ~~than 120~~115,000 employees in ~~over~~ 60 countries. We operate through ~~two~~three reportable segments that align with how management assesses performance of the business and allocates resources - ~~Global~~Consulting ~~Business~~& Engineering Services ("~~GBS~~CES"), ~~and~~ Global Infrastructure Services ("GIS"), and Insurance Software & Services ("Insurance") - delivering solutions that modernize operations and drive innovation across our customers' entire IT estate.

~~DXC~~Across ~~was~~these ~~formed~~segments, onwe ~~April~~embed 1AI, ~~2017~~automation byand ~~the~~data-driven ~~merger~~capabilities ofinto ~~CSC~~our services and ~~HPES~~solutions ~~(the~~to ~~"HPES~~improve ~~Merger")~~efficiency, enhance operations and support better business outcomes for clients. Our approach is anchored in our proprietary Xponential framework, which integrates governance, automation and human expertise to help clients transition from pilot use cases to scaled, production-level deployment in a responsible and controlled manner.

In addition, we have established a Core Track and Fast Track approach to guide the evolution of our portfolio. Core Track enhances our existing offerings through AI and automation to improve efficiency, strengthen competitiveness and bring our portfolio to its full potential. Fast Track develops AI-native and highly AI-infused solutions to address evolving client needs and expand opportunities across our segments.

Segments and Services

~~Global~~•Consulting ~~Business~~& Engineering Services – Helps businesses use AI and data analytics to improve operations, automate tasks, and speed up their digital transformation. We provide software engineering, consulting, and custom and enterprise applications solutions that help companies manage essential functions, modernize processes, and drive innovation. We have strong expertise in industries like finance, automotive, manufacturing, healthcare, life sciences, travel, and the public sector. Our solutions help businesses stay competitive by improving efficiency, launching new products faster, expanding into new markets, and achieving their strategic goals.

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

•Consulting & Engineering Services (“CES”). Helps businesses use artificial intelligence ("AI") and data analytics to improve operations, automate tasks, and speed up their digital transformation. We provide software engineering, consulting, as well as custom and enterprise applications solutions that help companies manage essential functions, modernize processes, and drive innovation. We have strong expertise in industries like finance, automotive, manufacturing, healthcare, life sciences, travel, and the public sector. Our solutions help businesses stay competitive by improving efficiency, launching new products faster, expanding into new markets, and achieving their strategic goals.

•Insurance Software and Business Process Services. DXC is a leader in software and services for Life and Wealth, Property & Casualty and Reinsurance providers, helping them optimize, run and digitally transform their operations. We help insurers modernize their technology landscape from heritage systems to advanced AI-powered solutions that enhances operational efficiency, improves customer experiences, and enables insurers to adopt a digital-first approach. Beyond our software solutions, we provide comprehensive business process services, leveraging deep industry expertise to support the full spectrum of insurance operations. We also help operate and continuously improve bank cards, payment and lending processes and operations, and customer experience operations.

•Global Infrastructure Services – Implements and operates the technology underpinning the critical systems of global businesses and governments. Clients trust us to secure, modernize, and operate their critical systems and improve workplace experience to support business growth. Services include the design, migration, and management of complex data center, mainframe, cloud, and network environments, with an emphasis on scalability, security, compliance, and cost efficiency. By leveraging a human-led, AI-driven Intelligent Operations approach, we deliver secure, reliable IT operations that clients trust. We also provide cross-industry business process services, which streamline clients’ core enterprise functions such as finance, HR, procurement, and customer service. The implementation of secure, reliable technology improves employee experiences and productivity by streamlining daily operations—such as device management, helpdesk support, and AI-powered automation—enabling seamless collaboration, reducing IT support demands, and lowering costs through intuitive, self-service tools.

~~GIS~~•Insurance ~~implements~~Software & Services – Provides software and ~~operates~~services ~~the~~for ~~technology~~Life ~~underpinning~~and ~~the~~Wealth, ~~critical~~Property ~~systems~~& ofCasualty ~~global~~and ~~businesses~~Reinsurance providers, helping them optimize, run and ~~governments~~digitally transform their operations. ~~Our~~We ~~clients~~help ~~trust~~insurers usmodernize their technology landscape from heritage systems to ~~help~~advanced ~~secure~~AI-powered solutions that enhance operational efficiency, ~~modernize~~improve customer experiences, and ~~operate~~enable ~~their~~insurers ~~critical~~to ~~systems~~adopt ~~and~~a ~~improve~~digital-first ~~their~~approach. ~~workplace~~Complementing ~~experience~~our software solutions, we provide comprehensive business process services, leveraging deep industry expertise to support ~~business~~the ~~growth.~~full ~~GIS~~spectrum ~~offerings~~of ~~include:~~insurance operations.

•Cloud ITO & Security. We design, implement, run and optimize the essential IT infrastructure that underpins our clients’ hybrid IT environments, spanning data centers, public cloud, mainframes, and networks. Our comprehensive set of services encompass strategic planning, migration, and the management of complex data center and cloud ecosystems. By integrating security, compliance, scalability, and cost efficiency, we empower clients to drive innovation while maintaining operational resilience. Leveraging a human-led, AI-driven Intelligent Operations approach, we deliver secure, reliable IT operations that clients trust.

Our security practice safeguards businesses against cyber threats across all environments with a secure-by-design approach. Backed by 3,500 security professionals and eight global Security Operations Centers, we are one of the largest security providers to deliver 24/7 protection at scale. Our expertise in regulatory compliance and strong ties with global government agencies make us a trusted partner for organizations with the most demanding security requirements.

•Modern Workplace. We provide clients and their employees with secure, reliable technology that enhances productivity and streamlines daily operations, including device management, helpdesk support, and more. We reduce the burden on internal IT teams and enhance employee experience by transforming how people connect, create, and collaborate. We deliver AI-powered, secure workplaces where employees work seamlessly on their preferred devices, resolving most issues through intuitive, automated self-service—boosting productivity, engagement, and efficiency, while reducing support costs and complexity.

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

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

Important Divestitures

During the past three fiscal years, we completed the sale of various insignificant businesses. ~~In addition, during fiscal 2023, we completed the sale of our German financial services subsidiary to the FNZ Group.~~ See Note 2 - "Divestitures" for further information.

Sales and Marketing

We market and sell our services to customers through ~~our~~a global direct sales force, ~~which~~operating ~~operates~~across ~~out~~multiple ~~of various~~ locations around the world. Our customers include commercial businesses of ~~many~~various sizes and ~~across many~~ industries, as well as public sector enterprises. No individual customer exceeded 10% of our consolidated revenues for fiscal ~~2025~~2026, fiscal ~~2024~~2025, or fiscal ~~2023~~2024.

Seasonality

Our business results may vary from period to period with overall demand for our services impacted by factors such as customer budget cycles, industry-specific trends, and year-end project activity. While these seasonal variations do not materially affect our long-term performance, they may contribute to periodic fluctuations in revenue, expenses, and profitability. We continue to monitor these trends and adjust our operations as needed to optimize performance throughout the year.

Competition

The IT and professional services markets we compete in are highly competitive, with a ~~substantial~~large number of companies having onshore and offshore delivery capabilities offering services that overlap with our offerings.

Our competitors include:

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

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

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

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

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

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

•vision and strategic advisory ability;

•integrated solutions capabilities;

•performance and reliability;

•global and diverse talent;

•delivery excellence and ongoing support;

•responsiveness to customer needs;

•competitive pricing of services;

•technical and industry expertise;

•reputation and experience;

•quality of solutions and services; and

•financial stability and strong corporate governance.

Intellectual Property

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

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

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

In addition to developing our intellectual property portfolio, we license intellectual property rights from third parties as we deem appropriate. We ~~have~~may also ~~granted~~grant and ~~plan~~have togranted ~~continue to grant~~ licenses ~~to others~~ under our intellectual property rights ~~when~~to weothers ~~consider~~when ~~these~~such arrangements toalign bewith in our ~~interest~~business interests.

Environmental, Social and Governance (ESG)

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

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

We strive to reduce our impact on the environment and improve resource efficiency in the areas of energy consumption, data center management and travel and transportation. ~~Our~~DXC‑operated ~~conservation~~data ~~efforts~~centers ~~are~~remain ~~supported in part by~~ our ~~shift~~largest tosource aof ~~virtual-first~~global ~~operating model, which enables our workforce to be largely remote and helps us reduce our overall direct~~ energy consumption, ~~which~~and ~~in turn helps to reduce our~~ greenhouse gas emissions. ~~While~~In the ~~virtual-first~~near ~~model mainly helps reduce the size of our office footprint~~term, we are ~~also~~transitioning ~~pursuing~~to ~~efficiency~~more ~~programs~~efficient ~~for~~third‑party ~~data~~solutions ~~centers~~ and ~~data~~plan ~~center~~to ~~rationalization~~exit ~~programs~~most toof ~~reduce~~our ~~energy~~data ~~consumption~~centers.

Our hybrid work model also supports sustainability by giving colleagues the flexibility to adjust their work arrangements, helping to reduce commuting and business travel while supporting a healthier work–life balance. As we move forward, we expect to further optimize our facility footprint and continue lowering our carbon emissions.

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

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

Environmental Regulation

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

Human Capital Management

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

Value of Employee Engagement

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

Training and Development

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

Human Rights

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

To strengthen this commitment, we actively monitor our supply chain for risks and potential occurrences of modern slavery, working to identify, assess and address issues proactively. We also maintain a workplace culture grounded in respect, dignity and equal opportunity for all individuals.

DXC’s Responsible Supply Chain Principles clearly define the human rights expectations and environmental stewardship standards we require from our suppliers, reinforcing accountability throughout our value chain.

Available Information

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

Information About Our Executive Officers

Name

Age

Year First Elected as Officer

Term as an Officer

Position Held with the Registrant as of the filing date

Family Relationship

Raul Fernandez

5859

2023

Indefinite

President and Chief Executive Officer

None

Rob Del Bene

6566

2023

Indefinite

Executive Vice President and Chief Financial Officer

None

Howard Boville

2023

Indefinite

Executive Vice President, Consulting & Engineering Services

None

Raymond A. August

2025

Indefinite

President, Insurance Software & Services

None

Christopher R. Drumgoole

5051

2021

Indefinite

~~Executive Vice~~ President, Global Infrastructure Services

None

Matthew K. Fawcett

5758

2024

Indefinite

Executive Vice President and General Counsel

None

Jennifer Ragone

5455

2025

Indefinite

Executive Vice President and Chief People Officer

None

Christopher A. Voci

2021

Indefinite

Senior Vice President, Corporate Controller andPrincipal Accounting Officer

None

Ramanathan Venkataraman

2025

Indefinite

President, Consulting & Engineering Services

None

Christopher A. Voci

2021

Indefinite

Senior Vice President, Corporate Controller andPrincipal Accounting Officer

None

Business Experience of Executive Officers

Raul Fernandez serves as President and Chief Executive Officer of DXC since February 1, 2024. He previously served as Interim President and Chief Executive Officer of DXC from December 18, 2023, to January 31, 2024. Mr. Fernandez has served as a member of our Board of Directors since August 13, 2020. He is Vice Chairman and co-owner of Monumental Sports & Entertainment, a private partnership which owns some of Washington, D.C.’s major sports franchises. Mr. Fernandez brings more than three decades of executive experience scaling innovative and rapidly growing technology companies. Mr. Fernandez was the founder of Proxicom, which under his leadership evolved into a prominent early global provider of e-commerce solutions for Fortune 500 companies. Mr. Fernandez guided the growth of Proxicom from its launch in 1991 to public listing in 1999. Proxicom was acquired by Dimension Data. From 2000 to 2002, he served as Chief Executive Officer for Dimension Data North America, an information systems integration company, and as a director of its parent company, Dimension Data Holdings Plc, in 2001. He also served as Chairman and CEO for ObjectVideo, a leading developer of intelligent video surveillance software, which was sold to Alarm.com in 2017. He was also a member of President George W. Bush’s Council of Advisors on Science and Technology. Mr. Fernandez has also served on the board of directors of several public companies, including Broadcom, Inc. from January 2020 to April 2024, GameStop Corp. from April 2019 to June 2021, and Kate Spade & Co. from 2000 until its acquisition by Coach, Inc. in July 2017. Mr. Fernandez has had an extensive and successful career as an active investor, executive, board member and advisor at numerous disruptive technology companies.

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

~~Howard~~Raymond ~~Boville~~A. August serves as ~~Executive Vice~~ President, ~~Consulting~~Insurance Software & ~~Engineering~~ Services ~~(formerly~~of ~~titled~~DXC ~~General~~since ~~Manager~~March ~~for~~2022. ~~Applications~~Mr. ~~Services~~August ~~and~~has ~~Artificial~~more ~~Intelligence)~~than ~~since~~30 ~~September~~years ~~2023.~~of ~~Before~~experience ~~joining~~in ~~DXC,~~the heinsurance ~~served~~and astechnology ~~Senior~~industries. ~~Vice~~Prior ~~President~~to ~~and~~joining ~~Head~~DXC, ofhe ~~IBM~~was ~~Cloud~~a ~~Platform~~Founding &Partner ~~Technology~~of ~~Lifecycle~~August ~~Services~~Ventures from ~~April~~January ~~2020~~2021 to ~~September~~March ~~2023. Prior to his role at IBM~~2022, ~~Mr.~~and ~~Boville~~ served as President and Chief ~~Technology~~Executive Officer ~~at Bank~~ of ~~America~~Benefitfocus.com, Inc. from August ~~2012~~2014 to ~~April~~February ~~2020~~2022. HeEarlier ~~joined~~in ~~Bank~~his ~~of America from British Telecom~~career, ~~where~~Mr. heAugust ~~served~~held ina ~~its~~number ~~Global~~of ~~Services~~senior ~~Division.~~leadership ~~Mr.~~positions ~~Boville~~at ~~currently~~Computer ~~serves~~Sciences onCorporation, ~~the~~a ~~board~~predecessor company of ~~Entrust~~DXC, aincluding ~~global~~President ~~leader~~of inthe ~~trusted~~Financial ~~identities,~~Services ~~payments and data protection~~Group.

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

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

Jennifer Ragone serves as Executive Vice President and Chief People Officer of DXC since February 2025. With more than 30 years at DXC, she has held leadership positions across multiple HR disciplines. Most recently, she served as Vice President, Global Head of Business HR from February 2023 to February 2025. Prior to that, she served as Vice President, Global Head of Talent from November 2021 to February 2023, as Vice President, Global Head of Talent Acquisition and Human Capital Consulting from August 2020 to November 2021, and as Vice President, Human Capital Consulting, Digital Labor Growth and Optimization from April 2017 to August 2020.

~~Christopher~~Ramanathan A.Venkataraman ~~Voci~~ serves as ~~Senior Vice~~ President, ~~Corporate~~Consulting ~~Controller~~& ~~and~~Engineering ~~Principal~~Services ~~Accounting~~of ~~Officer~~DXC since ~~June~~July ~~2021~~2025. ~~Before~~Prior to joining DXC, Mr. ~~Voci~~Venkataraman ~~served~~was asa ~~Senior~~General ~~Vice~~Partner President, Corporate Controller and principal accounting officer for CACI International Inc. from November 2018 to May 2021. From June 2018 to November 2018, Mr. Voci served as Vice President and Controller for the Innovation Systems Sector of ~~Northrop~~RN ~~Grumman~~Advisory ~~Corporation.~~LLC ~~From~~since ~~2016~~April ~~to June 2018~~2024, ~~Mr.~~where ~~Voci~~he ~~served~~provided ~~first~~independent asconsulting ~~Vice President, Finance~~ and ~~then~~advisory ~~as Vice President, Controller and principal accounting officer of Orbital ATK (subsequently purchased by Northrop Grumman)~~services. ~~Prior~~Before to that, he spent ~~eleven~~nearly ~~years~~three atdecades ~~Air Products and Chemicals, Inc. (“APD”). While~~ at ~~APD from 2004 to 2015~~Accenture, ~~Mr.~~where ~~Voci~~he ~~was~~served ~~Global~~in ~~Controller~~various ~~Industrial~~senior ~~Gases from 2014 to 2015~~roles, ~~Global~~including ~~Controller~~most ~~Merchant~~recently ~~Gases from 2011 to 2014, Director, Financial Planning & Analysis from 2007 to 2011 and Global Healthcare Controller from 2004 to 2007. Mr. Voci served~~ as Senior ~~Manager,~~Managing ~~Audit~~Director ~~and Risk Advisory Services at KPMG LLP~~ from ~~2002~~December to2013 ~~2004~~until ~~and~~April ~~in various roles at Arthur Andersen LLP from 1994 to 2002~~2024.

Christopher A. Voci serves as Senior Vice President, Corporate Controller and Principal Accounting Officer since June 2021. Before joining DXC, Mr. Voci served as Senior Vice President, Corporate Controller and principal accounting officer for CACI International Inc. from November 2018 to May 2021. Earlier, he held senior finance and controller roles at Northrop Grumman Corporation and Orbital ATK, including Vice President and Controller positions. Mr. Voci previously spent more than a decade at Air Products and Chemicals, Inc., where he held various global finance leadership roles. He began his career in public accounting, including service as a Senior Manager in Audit and Risk Advisory Services at KPMG LLP and in various roles at Arthur Andersen LLP.

ITEM 1A. RISK FACTORS

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

Risk Factor Summary

Risks Related to Our Business

•WeIf ~~may~~we do not ~~succeed~~effectively inmanage and improve our ~~strategic~~sales ~~objectives~~organization, we may have difficulty acquiring new customers or increasing sales to existing customers.

•We may fail to develop and expand service offerings to address emerging demands and technological trends and remain competitive.

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

•Risks associated with artificial intelligence, including our adoption, deployment, and governance of AI technologies, could adversely affect our business.

•If we are unable to accurately estimate the cost of services and the timeline for completion of contracts, or if we or third parties fail to deliver on commitments to our customers, the profitability of our contracts may be adversely affected.

•Systems failures, catastrophic events, and resulting interruptions in the availability of our products or services could harm our business.

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

•WeFailure ~~are~~to ~~subject~~comply towith obligations arising under new or existing laws, regulations, and customer contracts relating to the privacy, security and handling of personal data could adversely affect our business.

•WeOur business operations are ~~vulnerable~~subject to ~~product~~various and ~~service~~changing ~~quality~~federal, ~~issues~~state, local and foreign laws and regulations that could result in costs or sanctions that adversely affect our business.

•WeFailure ~~may~~to ~~fail~~maintain toour ~~continue~~credit torating, ~~develop~~manage our indebtedness, and ~~expand~~raise ~~service~~additional ~~offerings~~capital tofor ~~address~~future ~~emerging~~needs ~~demands~~could inadversely ~~the~~affect ~~highly~~our ~~competitive~~liquidity ~~markets~~and wefinancial ~~serve~~condition.

•We ~~may~~are ~~fail~~exposed to ~~compete~~risks ininherent ~~certain markets or continue~~ to ~~expand~~ our ~~capacity~~international operations, ~~and~~including ~~are~~fluctuations ~~subject~~in toexchange ~~risks,~~rates inand ~~certain~~geopolitical ~~offshore locations~~conflicts.

•WeProlonged ~~may~~periods ~~fail~~of toinflation ~~maintain~~and ~~our~~related ~~credit~~economic ~~rating,~~conditions ~~manage~~could ~~working~~adversely ~~capital,~~affect ~~refinance~~our profitability and ~~raise~~results ~~additional~~of ~~capital~~operations.

•~~Changes~~We toface ~~our~~aggressive ~~business~~competition ~~model may be hard to understand by the market~~ and we may fail to ~~meet~~compete ~~our~~effectively ~~guidance~~in certain markets.

•~~Our~~We ~~business~~may fail to maintain and ~~financial~~grow ~~results~~our ~~could~~customer berelationships ~~materially~~over ~~adversely~~time ~~affected~~or byto ~~public~~comply ~~health~~with ~~crises~~customer contracts or government contracting regulations or requirements.

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

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

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

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

•We may fail to attract and retain qualified personnel.

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

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

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

•~~Our~~The ~~restructuring~~price ~~plans~~of ~~may~~our ~~not~~securities ~~benefit us and~~ may ~~adversely~~be ~~affect our business~~volatile.

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

•Disruption of our supply chain or increases in procurement costs, including as a result of ongoing trade tensions and tariff charges, could adversely impact our business.

•We are subject to a series of risks relating to climate change and natural disasters.

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

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

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

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

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

•We may fail to pay dividends or repurchase shares of our common stock.

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

•~~Disruptions~~Changes in ~~the~~tax ~~credit~~rates, ~~markets~~tax ~~may~~laws, ~~reduce~~and ~~our~~uncertainty ~~customers'~~of ~~access~~tax toexaminations ~~credit~~could ~~and~~affect ~~increase the costs to~~ our ~~customers~~results of ~~obtaining~~operations ~~credit,~~ and ~~our hedging program is subject to counterparty default risk~~liquidity.

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

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

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

•Our strategic transactions may prove unsuccessful.

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

•The price of our securities may be volatile.

Risks Related to Our Completed Strategic Transactions

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

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

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

Risks Related to Our Business

WeIf ~~may~~we do not ~~succeed~~effectively inmanage and improve our ~~strategic~~sales ~~objectives~~organization, ~~which~~we ~~could~~may ~~adversely~~have ~~affect~~difficulty ~~our~~acquiring ~~business,~~new ~~financial~~customers ~~condition~~or increasing sales to existing customers, and our business and results of operations ~~and~~may ~~cash~~be ~~flows~~adversely affected.

~~Our~~We ~~strategic~~depend ~~priorities~~on ~~are~~our ~~focused~~sales onorganization ~~our~~to obtain new customers, ~~optimizing~~expand ~~costs~~relationships with existing customers, and ~~seizing~~drive ~~the~~revenue ~~market~~growth. WeThere ~~may~~is ~~not~~significant becompetition ~~able~~for tosales ~~implement~~personnel ~~our~~with ~~strategic~~the ~~priorities~~skills, inindustry ~~accordance~~knowledge, ~~with~~and technical expertise that we require, and our ~~expectations~~ability ~~for~~to aachieve ~~variety~~revenue ofgrowth ~~reasons~~will depend, ~~including~~in ~~failure~~large topart, ~~execute~~ on our ~~plans~~success in arecruiting, ~~timely fashion~~training, ~~lack~~and retaining sufficient numbers of ~~adequate~~qualified ~~skills,~~sales ~~ineffective~~personnel. ~~management,~~We ~~inadequate~~may ~~incentives,~~face ~~customer~~structural ~~resistance~~challenges towithin ~~new~~our ~~initiatives~~sales organization that could adversely impact our performance, ~~inability~~including tofragmentation ~~control~~in ~~costs~~our orsales ~~maintain~~operating ~~competitive~~model, ~~offerings.~~inconsistent Wesales ~~also~~enablement, ~~cannot~~limited bevisibility ~~certain~~into ~~that~~client ~~executing~~relationships onand ~~our~~pipeline, ~~strategy~~and ~~will~~challenges ~~generate~~in ~~the~~managing ~~benefits~~and wedeveloping ~~expect~~sales talent. If we ~~fail~~are unable to ~~execute~~address ~~successfully~~such onstructural ~~our~~issues ~~strategic priorities~~effectively, ~~or if~~ we ~~pursue~~may ~~strategic~~experience ~~priorities~~underperformance ~~that~~across ~~prove~~key tosales ~~be unsuccessful~~metrics, ~~our~~including ~~business~~win rates, ~~financial~~pipeline ~~position~~development, ~~results~~and ofoverall ~~operations~~sales productivity, and ~~cash~~we ~~flows~~ may be ~~materially~~unable to attract and ~~adversely~~retain ~~affected~~high-performing sales personnel.

If we are unable to structure our sales organization effectively, hire and train sufficient numbers of qualified sales personnel, address existing structural deficiencies, or align our compensation programs with our strategic priorities, or if our sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business, operating results, and prospects may be materially and adversely affected.

We may fail to develop and expand our service offerings to address emerging business demands and technological trends and remain competitive.

Our ability to develop and implement innovative technology solutions that meet evolving customer needs and industry standards in analytics, software engineering, applications, business process services, digital cloud, IT outsourcing and consulting, and in areas such as artificial intelligence ("AI"), automation, Internet of Things and software as-a-service solutions, among others, in a timely or cost-effective manner, will impact our ability to retain and attract customers and our future revenue growth and earnings. The markets we serve are highly competitive and characterized by rapid technological change. If we are unable to continue to execute our strategy or if we are unable to commercialize our services and solutions, expand and scale them with sufficient speed and versatility, our growth, productivity objectives and profit margins could be negatively affected.

Technological developments may materially affect the cost and use of technology by our customers. Some of these technologies have reduced and replaced some of our traditional services and solutions and may continue to do so in the future. Technological developments have caused, and may in the future cause, customers to delay spending under existing contracts and engagements and to delay entering into new contracts while they evaluate new technologies. In addition, markets for new technologies, such as AI, may not develop as we have anticipated. If we do not make the right strategic investments to respond to these developments, our ability to develop and maintain a competitive advantage and to execute our growth strategy could be negatively affected.

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

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

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

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

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

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

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

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

Risks associated with artificial intelligence, including our adoption, deployment, and governance of AI technologies, could adversely affect our business, reputation, financial condition, and results of operations.

We are integrating AI, including generative AI and other advanced or autonomous AI systems, into our internal operations, service offerings, and client solutions. We have made, and expect to continue to make, significant investments in developing, deploying, and supporting AI capabilities, including our Fast Track portfolio of AI-enabled solutions. Our ability to realize the expected benefits of these investments depends on a number of factors, including our ability to develop commercially viable AI‑enabled offerings, attract and retain personnel with relevant expertise, and deploy AI technologies responsibly across the enterprise. If we are unable to develop, adopt, scale, or effectively integrate AI technologies, or if the AI‑enabled solutions we bring to market do not achieve sufficient customer acceptance, our competitive position, growth, and financial performance could be adversely affected.

Our AI‑enabled offerings and internal AI tools may produce inaccurate, incomplete, biased, or otherwise flawed outputs, including as a result of limitations or deficiencies in training data, algorithmic design, system architecture, or implementation. Such outputs could result in operational errors, flawed decision‑making, customer dissatisfaction, reputational harm, or claims of discrimination, bias, or violation of applicable law. We may also face allegations that our use of AI infringes, misappropriates, or otherwise violates third‑party intellectual property rights, or that AI‑generated outputs incorporate protected or proprietary content. The legal framework governing the ownership, use, and protectability of AI‑generated works remains uncertain and continues to evolve across jurisdictions, which could limit the value or usability of our AI‑enabled deliverables and expose us to infringement, misappropriation, or other legal claims.

Many of our AI‑enabled offerings and internal tools rely on third‑party AI platforms, foundation models, cloud‑hosted AI services, or other vendor‑provided technologies. Defects, service interruptions, security vulnerabilities, changes in licensing terms, pricing, or usage restrictions, or the discontinuation or modification of support by these third‑party providers could disrupt our service delivery, degrade the quality or reliability of our offerings, or require us to identify, integrate, or transition to alternative solutions on short notice. In addition, we may have limited visibility into the design, training data, or operational parameters of third‑party AI systems, which may constrain our ability to identify, explain, mitigate, or remediate errors, biases, or other deficiencies in their outputs. Our clients may expect us to assume responsibility for the performance, reliability, and compliance of solutions that incorporate third‑party AI components and may be unwilling to accept contractual limitations or exclusions of liability offered by AI platform providers, which could expose us to risks or liabilities that we cannot fully control or mitigate.

AI technologies are increasingly presenting substantially heightened cybersecurity, information security, and data privacy risks. AI systems may be vulnerable to adversarial manipulation, data poisoning, prompt injection, model extraction, or other evolving or novel attack vectors. The use of AI in connection with personal data, confidential information, or automated decision‑making processes may trigger additional obligations under data protection, consumer protection, employment, or sector‑specific laws relating to transparency, consent, human oversight, data minimization, explainability, and lawful processing. Any failure, or perceived failure, to comply with applicable requirements could result in regulatory scrutiny or enforcement actions, fines or penalties, contractual disputes, litigation, or reputational harm.

The legal and regulatory environment governing AI is rapidly evolving and differs significantly across jurisdictions. Various jurisdictions in which we operate have adopted, proposed, or are considering AI‑specific legislation, regulations, and regulatory guidance, including the EU Artificial Intelligence Act, U.S. executive orders and federal agency initiatives, and various U.S. state laws. These frameworks may impose obligations relating to risk classification, transparency, documentation, human oversight, conformity assessments, record‑keeping, or registration, and may require us to modify our products, services, internal processes, or business practices. Regulatory requirements may develop unevenly, change frequently, or be interpreted inconsistently across jurisdictions, increasing compliance complexity, operational burden, and cost. While we have implemented governance and risk assessment processes intended to monitor and address AI‑related regulatory developments, there can be no assurance that these efforts will be sufficient to address all applicable requirements, anticipate regulatory changes, or mitigate all associated risks.

In addition, the rapid adoption of AI technologies by our clients and competitors may reduce demand for certain of our traditional services. Clients may increasingly use AI‑driven tools to develop, customize, operate, or maintain technology solutions internally, reducing their reliance on third‑party service providers. If a significant number of our existing or prospective clients adopt AI as a substitute for services we currently provide, or if competitors deploy AI‑enabled offerings more effectively or efficiently than we do, our revenues, growth prospects, and results of operations could be materially and adversely affected.

If we are unable to accurately estimate the cost of services and the timeline for completion of contracts, or if we or third parties fail to deliver on commitments to our customers, the profitability of our contracts may be materially and adversely affected.

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

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

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

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

Systems failures, catastrophic events, and resulting interruptions in the availability of our products or services could harm our business, damage our reputation, and subject us to substantial liability.

Our systems, operations, and the third-party infrastructure on which we rely, including data center facilities and cloud storage services, are vulnerable to damage or interruption from a variety of sources, including hardware and software defects or malfunctions, cyberattacks, human error, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, criminal acts, sabotage, geopolitical events, public health emergencies, and other catastrophic occurrences. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities, and there can be no assurance that our efforts to improve our business continuity and disaster recovery programs will be sufficient to address all potential disruptions. We also rely on third-party service providers, including data center operators and cloud service providers, that could terminate or decline to renew their agreements with us, materially change their terms, experience financial difficulties, or be acquired by our competitors, any of which could result in service interruptions to our customers and difficulty transitioning to alternative providers on short notice. A prolonged interruption in the availability or functionality of our products and services could materially harm our business and reputation. If any system failure or similar event results in damages to our customers or their business partners, these customers or partners could seek compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address. We may not carry business interruption insurance sufficient to compensate us for all losses that may result from such interruptions.

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

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

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

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

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

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

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

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

13Failure to comply with obligations arising under new or existing laws, regulations, and customer contracts relating to the privacy, security and handling of personal data could adversely affect our financial condition, results of operations and cash flows.

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

We receive, store or otherwise process personal data related to our customers, employees and other individuals (including end-customers and employees of our customers) in order to run our business and are subject to a variety of laws, regulations, and contractual obligations relating to the privacy, security and handling of personal data.

Compliance with privacy and security laws, requirements and regulations may result in cost increases due to expanded compliance obligations, potential systems changes, the development of additional administrative processes and increased enforcement actions, litigation, fines and penalties.

Some of our customers have sought, and may continue to seek, to contractually impose certain strict data privacy and information security obligations on us. To the extent our customers are required by laws, rules, or regulations to impose such contractual obligations on us, we may have limited ability to reject them or negotiate them in our favor. Moreover, some of our customer contracts may not limit our liability for the loss of confidential information (including personal data), data breaches or other cybersecurity incidents or other business impact. If we are unable to adequately address these concerns, our business and results of operations could suffer. 17

~~The~~Some ~~regulatory~~of ~~landscape~~our incustomers ~~these~~have ~~areas~~sought, ~~continues~~and tomay ~~evolve~~continue ~~rapidly~~to seek, ~~varying~~to incontractually ~~requirements,~~impose ~~restrictions~~certain strict data privacy and ~~potential~~information ~~legal~~security ~~risk,~~obligations ~~requiring~~on ~~additional~~us. ~~investment~~Some inof ~~compliance~~our ~~programs.~~customer ~~This~~contracts ~~could~~may ~~impact~~not limit our ~~strategies~~liability ~~regarding~~for the ~~use~~loss of ~~new~~confidential ~~technologies~~information (including personal data), data breaches or other cybersecurity incidents or other business impact. In addition, we rely on third-party service providers, subcontractors, cloud providers and other vendors to support our operations, and failures by such asthird ~~artificial~~parties ~~intelligence~~to comply with applicable privacy or security obligations may expose us to regulatory enforcement, contractual claims or reputational harm. If we are unable to adequately address these concerns, our business and ~~availability~~results of ~~previously~~operations ~~collected~~could ~~data~~suffer.

The regulatory landscape in these areas continues to evolve rapidly, varying in requirements, restrictions and potential legal risk, requiring additional investment in compliance programs. This includes evolving requirements relating to the use of AI, automated decision-making and advanced analytics involving personal data, which may impose additional obligations relating to transparency, governance, data minimization and lawful use of data, and could limit or delay our ability to deploy certain solutions or require additional compliance investment. This could impact our strategies regarding the use of new technologies, such as artificial intelligence, and availability of previously collected data. In addition, restrictions on cross-border transfers of personal data, data localization requirements, or changes to international data transfer mechanisms may increase operational complexity, require modifications to our global delivery model, or limit our ability to process data in certain jurisdictions.

For example, we are subject to the General Data Protection Regulation (“GDPR”), among other regulations, imposing comprehensive data privacy compliance obligations in relation to our collection and use of “personal data” and can include significant financial penalties for non-compliance. Penalties for a material breach of GDPR and the rights and freedom of individuals are up to 4% of our global annual turnover. In addition to fines, a breach of the GDPR may result in regulatory investigations, reputational damage, orders to cease/ change our data processing activities, enforcement notices, assessment notices for a compulsory audit and/or civil claims (including class actions).

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

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

~~Our~~We ~~products~~operate ~~and~~in ~~services~~60 ~~are~~countries ~~highly~~in ~~technical~~an ~~and~~increasingly complex ~~and~~regulatory ~~may~~environment. ~~contain~~Among ~~errors~~other things, ~~defects~~we orprovide ~~security~~complex ~~vulnerabilities~~industry-specific ~~that~~insurance ~~cannot~~processing bein ~~discovered~~the ~~before~~United aKingdom ~~product or service is released, installed and used by customers~~("U. ~~If errors~~K."), ~~malfunctions,~~which ~~defects~~is orregulated ~~disruptions in service are experienced~~ by ~~customers~~authorities or in ~~our~~the ~~operations,~~U.K. ~~they could impact customers’ business operations~~ and ~~harm our operating results and reputation~~elsewhere, ~~which~~such ~~harm~~as ~~may~~the ~~not be fully cured by our subsequent remediation efforts~~U.K.'s InFinancial ~~addition,~~Conduct ~~our~~Authority ~~liability~~and ~~insurance~~His ~~may~~Majesty's ~~not~~Treasury ~~adequately cover liabilities incurred,~~ and ~~uncovered~~the ~~losses~~U.S. ~~could~~Department beof ~~large~~Treasury, ~~and~~which ~~harm~~increases our ~~financial~~exposure ~~condition~~to compliance risk.

14In addition, businesses in the countries in which we operate are subject to local, legal and political environments and regulations including with respect to employment, tax, statutory supervision and reporting and trade restriction, along with industry regulations such as regulation by bank regulators in the U.S. and Europe. These regulations and environments are also subject to change.

~~Our~~With ~~ability~~respect to ~~continue~~employment, we are subject to ~~develop~~complex and ~~expand~~evolving ~~our~~employment ~~service~~and ~~offerings~~labor tolaws ~~address~~across ~~emerging~~the ~~business~~jurisdictions ~~demands~~in ~~and~~which ~~technological~~we ~~trends~~operate, including ~~our~~laws ~~ability~~governing wages, hours, overtime, leave entitlements, benefits, payroll practices, and employee classifications. Compliance with these requirements is complicated by the number and variety of legal frameworks and instruments applicable to ~~sell~~our ~~differentiated~~workforce, ~~services~~as well as by the use of multiple payroll and ~~compete~~timekeeping systems across our operations, particularly following acquisitions or organizational changes. Changes in ~~the~~law, ~~highly~~regulation, ~~competitive~~or ~~markets~~judicial weinterpretation, ~~serve~~including with respect to calculation methodologies for employee entitlements, may ~~impact~~increase our ~~future~~compliance ~~growth~~obligations or retroactively expand our exposure for prior periods. IfAny wefailure, ~~are~~or ~~not~~perceived ~~successful~~failure, to comply with applicable employment laws could result in ~~meeting~~claims ~~these~~for ~~business~~back-pay ~~challenges~~or other remediation, ~~our~~regulatory ~~results~~investigations ofor ~~operations~~enforcement actions, civil penalties, increased compliance costs, and ~~cash~~reputational ~~flows~~harm, which may beindividually ~~materially~~or ~~and~~in ~~adversely~~the ~~affected~~aggregate have a material impact on our financial performance.

Our ability to develop and implement innovative technology solutions that meet evolving customer needs and industry standards in analytics, software engineering, applications, business process services, digital cloud, IT outsourcing and consulting, and in areas such as AI, automation, Internet of Things and software as-a-service solutions, among others, in a timely or cost-effective manner, will impact our ability to retain and attract customers and our future revenue growth and earnings. The markets we serve are highly competitive and characterized by rapid technological change. If we are unable to continue to execute our strategy or if we are unable to commercialize our services and solutions, expand and scale them with sufficient speed and versatility, our growth, productivity objectives and profit margins could be negatively affected.18

~~Technological~~Adjusting ~~developments~~business ~~may~~operations ~~materially~~to ~~affect~~changing ~~the~~environments ~~cost~~ and ~~use~~regulations ofmay ~~technology~~be bycostly ~~our customers. Some of these technologies have reduced~~ and ~~replaced~~could ~~some~~potentially ofrender ~~our traditional services and solutions and may continue to do so in~~ the ~~future.~~particular ~~For~~business ~~example,~~operations ~~we have been integrating AI~~uneconomical, ~~particularly~~which ~~generative~~may ~~AI,~~adversely ~~into~~affect our ~~services~~profitability ~~and~~or ~~solutions~~lead to ~~meet client demand and to maintain competitiveness in~~ a ~~highly~~change ~~competitive and rapidly evolving market. We have made substantial investments~~ in ~~developing and supporting AI capabilities and services, and we anticipate making further investments in~~ the ~~future~~business operations. IfNotwithstanding ~~we are unable to quickly develop, adopt, and deploy generative AI technologies, we risk falling behind~~ our ~~industry~~best ~~competitors. Furthermore~~efforts, ~~generative AI is changing how~~ we ~~identify, recruit, hire, retain, and deploy our professionals, as well as how we price their services. Our clients~~ may ~~increasingly~~not ~~expect~~be ~~that~~in wecompliance ~~integrate generative AI~~ with ~~human~~all ~~delivery~~regulations ~~teams~~in ~~to develop solutions at lower costs compared to traditional, human-only approaches. Customers may be less inclined to pay premium rates for human labor if they perceive that~~ the ~~same~~countries ~~services~~in ~~can be delivered more cost-effectively through generative AI. This could prompt clients to explore alternative providers or seek price reductions,~~ which ~~may~~we ~~negatively~~operate ~~impact~~at ~~our~~all ~~results~~times ~~of operations~~ and ~~financial performance. The AI algorithms that we use~~ may be ~~flawed~~subject orto ~~may be based on datasets that are biased or insufficient~~sanctions, ~~and~~penalties ~~our AI features may not achieve sufficient levels of accuracy~~ or ~~may~~fines ~~have~~as ~~unintended~~a ~~consequences,~~result. ~~including~~These ~~allegations of bias~~sanctions, ~~discrimination,~~penalties ~~legal and regulatory violations,~~ or ~~violation~~fines ofmay ~~third-party~~materially ~~intellectual property rights. There is no guarantee that our products or services that integrate AI capabilities will achieve market acceptance~~ and ~~help~~adversely usimpact ~~maintain or enhance~~ our ~~competitive position~~profitability.

We encounter aggressive competition from numerous and varied competitors. Our competitiveness is based on factors including technology (including building AI capabilities into our offerings), innovation, performance, price, quality, reliability, brand, reputation, range of products and services, account relationships, customer training, service and support and security. If we are unable to compete based on such factors, we could lose customers or we may experience reduced profitability from our customers and our results of operations and business prospects could be harmed. Technological developments have caused, and may in the future cause, customers to delay spending under existing contracts and engagements and to delay entering into new contracts while they evaluate new technologies. Such delays can negatively impact our results of operations if the pace and level of spending on new technologies by some of our customers are not sufficient to make up any shortfall by other customers.

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

We have a large portfolio of services and we need to allocate financial, personnel and other resources across all services while competing with companies that have smaller portfolios or specialize in one or more of our service lines. As a result, we may invest less in certain business areas than our competitors do, and competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to our services. Industry consolidation may also affect competition by creating larger, more homogeneous and

potentially stronger competitors in the markets in which we operate. Additionally, competitors may affect our business by entering into exclusive arrangements with existing or potential customers or suppliers.

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

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

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

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

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

16We are subject to economic sanctions, export controls, and other trade restrictions imposed by the United States, the European Union, and other jurisdictions in which we operate. These requirements may limit our ability to provide services, deploy technology, or conduct business in certain markets or with certain customers, and may require us to modify our operations or forego business opportunities. These laws and regulations are complex, change frequently, and may be applied or interpreted differently across jurisdictions. Any failure, or perceived failure, to comply with applicable sanctions or export control requirements could result in significant fines, penalties, reputational harm, increased compliance costs, or other adverse impacts on our business and results of operations.

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

WeIn ~~currently~~addition, ~~maintain~~changing ~~investment~~expectations ~~grade~~from ~~credit~~stakeholders ~~ratings~~and ~~with~~the ~~Moody's~~evolving ~~Investors~~landscape ~~Service,~~of ~~Fitch~~regulatory ~~Rating Services,~~ and ~~Standard~~disclosure &requirements ~~Poor's~~regarding ~~Ratings~~ESG ~~Services.~~could ~~Our~~affect ~~credit~~our ~~ratings~~business. ~~are~~We ~~based upon information furnished by us or obtained by a rating agency from its own sources and~~ are subject to ~~revision~~, ~~suspension~~and oranticipate ~~withdrawal~~becoming byincreasingly ~~one~~subject orto, ~~more rating agencies at any time. Rating agencies may place our ratings on negative outlook or credit watch~~laws, ~~or take downgrade actions~~regulations, ~~due~~and tointernational ~~factors~~agreements ~~including~~concerning ~~adverse changes in macroeconomic conditions~~ESG, such as athe ~~global~~European orUnion's ~~regional~~Corporate ~~recession,~~Sustainability ~~trade~~Reporting ~~policy~~Directive ~~uncertainty~~ (~~including~~CSRD) ~~tariff~~and ~~impositions~~California's orclimate ~~escalations),~~change ordisclosure ~~broader~~requirements. ~~credit~~As ~~market~~these ~~trends.~~new ~~Rating~~laws, ~~agencies~~regulations, ~~may~~treaties ~~review~~and ~~the~~national ~~ratings~~and ~~assigned~~global toinitiatives usare ~~due~~adopted toand ~~developments~~implemented ~~that~~regionally ~~are~~or ~~beyond~~throughout ~~our~~the ~~control~~world, ~~including~~we ~~potential~~expect ~~new~~to ~~standards~~incur ~~requiring~~significant ~~the~~additional ~~agencies~~costs to ~~reassess~~comply ~~rating practices~~ and ~~methodologies.~~impose ~~Ratings~~increased ~~agencies~~oversight ~~may~~obligations ~~consider~~on ~~changes~~our inmanagement ~~credit~~and ~~ratings~~board ~~based~~of ondirectors. ~~changes~~Other inlaws, ~~expectations~~regulations, ~~about~~treaties ~~future~~or ~~profitability~~initiatives ~~and~~in ~~cash~~response ~~flows~~to ~~even~~climate ifchange, ~~short-term~~including, ~~liquidity~~but ~~expectations are~~ not ~~negatively~~limited ~~impacted. If~~to, ~~changes~~the inintroduction ~~our~~of ~~credit~~a ~~ratings~~carbon ~~were to occur~~tax, it could result in ~~higher~~increased ~~interest~~operational costs ~~under~~associated ~~certain~~with ofair ~~our~~pollution ~~credit~~requirements ~~facilities.~~and Itincreased ~~would~~compliance ~~also cause our future borrowing costs to increase~~ and ~~limit~~energy ~~our access to capital markets. For example~~costs, wewhich ~~fund~~could aharm ~~portion of~~ our ~~working~~business ~~capital requirements in the U.S.~~ and ~~European~~results ~~commercial~~of ~~paper~~operations ~~markets~~by ~~from~~increasing ~~time to time. Any downgrade below~~ our ~~current~~expenses ~~rating would, absent changes to current market liquidity, substantially reduce~~ or ~~eliminate~~requiring ~~our~~us ~~ability~~ to ~~access~~alter ~~that source of funding and could otherwise negatively impact the perception of~~ our ~~company~~business ~~by lenders and other third parties~~operations. ~~In addition~~Moreover, ~~certain~~we ofmay ~~our~~experience ~~major~~loss ~~contracts provide customers with a right~~ of ~~termination~~market inshare ~~certain~~if ~~circumstances~~we inare ~~the~~unable ~~event~~to ofprovide acompetitive ~~rating~~products ~~downgrade~~and ~~below~~services ~~investment~~that ~~grade.~~incorporate ~~There~~climate-change ~~can~~mitigations, beand noif ~~assurance that~~ we ~~will~~are beunable ~~able~~ to ~~maintain~~achieve ~~our credit ratings,~~ and ~~any~~sustain ~~additional~~a ~~actual~~carbon-neutral orbusiness ~~anticipated~~model ~~changes or downgrades~~ in ~~our~~a ~~credit~~meaningful ~~ratings~~time frame, ~~including~~we ~~any~~could ~~announcement~~lose ~~that~~stockholder ~~our~~or ~~ratings~~customer ~~are under review for a downgrade~~confidence, ~~may~~resulting ~~have~~in aloss ~~negative~~of ~~impact~~business onand ~~our~~loss ~~liquidity,~~of ~~capital position and~~ access to ~~capital~~the financial markets.

Our liquidity is a function of our ability to successfully generate cash flows from a combination of efficient operations and continuing operating improvements, access to capital markets and funding from third parties. In addition, like many multinational regulated enterprises, our operations are subject to a variety of tax, foreign exchange and regulatory capital requirements in different jurisdictions that have the effect of limiting, delaying or increasing the cost of moving cash between jurisdictions or using our cash for certain purposes. Our ability to maintain sufficient liquidity going forward is subject to the general liquidity of and on-going changes in the credit markets as well as general economic, financial, competitive, legislative, regulatory and other market factors that are beyond our control. An increase in our borrowing costs, limitations on our ability to access the global capital and credit markets or a reduction in our liquidity can adversely affect our financial condition and results of operations. It is difficult to predict the impact of increased borrowing costs on us, our third-party partners or customers or economic markets more broadly, which have been and will continue to be highly dependent upon the actions of governments and businesses in response to macroeconomic events, and the effectiveness of those actions. Such actions may impact our ability, desire, or the timing of seeking funding for various investment opportunities.19

InAs ~~addition,~~a ~~volatility~~result of the complexity and ~~disruption~~rapid indevelopment ~~banking~~of AI, it is also the subject of evolving review by various governmental and ~~capital~~regulatory ~~markets~~agencies ~~can~~around ~~adversely~~the ~~affect~~world. ~~our~~Various ~~ability~~jurisdictions towhere ~~refinance~~we operate are considering applying or have applied, their intellectual property, cybersecurity, data protection, and ~~increase~~other laws to AI and/or are considering or have proposed or enacted general legal frameworks and policies on AI, such as the ~~cost~~EU ofArtificial ~~refinancing~~Intelligence Act (the "EU AI Act") and the U.S.'s Executive Orders and U.S. state laws, some of which may be conflicting. We may not always be able to determine the impact relevant laws, regulations, standards, or ~~all~~market perception of their requirements may have on our ~~debt~~business and otherwise respond to these frameworks. ~~Disruptions~~Given inthe rapidly evolving nature of the ~~financial~~legal ~~markets~~and ~~can~~regulatory ~~also~~environment ~~adversely~~surrounding ~~affect~~AI, our ~~lenders,~~AI ~~insurers~~features and our use, ~~customers~~training, and ~~other~~implementation ~~counterparties.~~of ~~Our~~AI ~~total~~could ~~liquidity~~subject ~~depends~~us into ~~part~~new onor ~~the~~enhanced ~~availability~~governmental ofor ~~funds~~regulatory ~~under~~scrutiny, ~~the~~product ~~revolving~~restrictions, ~~credit~~social ~~facility~~and ethical issues, negative consumer perceptions and ~~our~~reputational harm, intellectual property disputes, compliance costs, and other ~~financing~~issues, ~~agreements~~including issues related to cybersecurity and data privacy. ~~The~~Certain ~~failure~~AI-related ofregulations, ~~any~~such ~~lender’s~~as ~~ability~~the toEU ~~fund~~AI ~~future~~Act, ~~draws~~could impose obligations on our ~~revolving~~business ~~credit~~that ~~facility~~may orrequire us to change our ~~other~~products ~~financing~~or ~~arrangements~~business ~~could~~practices ~~reduce~~to ~~the~~comply. ~~amount~~AI-related ofregulations ~~cash~~may wedevelop ~~have~~at ~~available~~different ~~for~~rates ~~operations~~and inconsistently across jurisdictions, and ~~additional~~require ~~capital~~us ~~for~~to ~~future~~expend ~~needs~~significant resources or cause delays or disruptions to our offerings.

~~Information~~Failure ~~regarding~~to maintain our credit ~~ratings~~rating, ismanage ~~included~~our inindebtedness, ~~Part~~and ~~II,~~raise ~~Item~~additional 7capital offor ~~this~~future ~~Annual~~needs ~~Report~~could onadversely ~~Form~~affect ~~10-K~~our ~~under~~liquidity, ~~the~~capital ~~caption~~position, ~~"Liquidity~~borrowing cost, and ~~Capital~~access ~~Resources~~to capital markets."

17We currently maintain investment grade credit ratings with Moody's Investors Service, Fitch Rating Services, and Standard & Poor's Ratings Services. Our credit ratings are based upon information furnished by us or obtained by a rating agency from its own sources and are subject to revision, suspension, or withdrawal by one or more rating agencies at any time. Rating agencies may place our ratings on outlook or credit watch with negative implications, or take downgrade actions, due to factors beyond our control such as adverse changes in the geopolitical environment, structural shifts like AI, macroeconomic conditions, trade policy actions (including tariff impositions or escalations), broader credit market trends, or potential new standards requiring the agencies to reassess rating practices and methodologies. Ratings agencies may consider changes in credit ratings based on changes in expectations about future profitability and cash flows even if short-term liquidity expectations are not negatively impacted. If changes in our credit ratings were to occur, it could result in higher interest costs under certain of our credit facilities and the 4.25% €650 million Senior Notes. It could also cause our future borrowing costs to increase and limit our access to capital markets. Any downgrade below our current rating could also negatively impact the perception of our company by lenders and other third parties. In addition, certain of our major contracts provide customers with a right of termination in certain circumstances in the event of a rating downgrade below investment grade. There can be no assurance that we will be able to maintain our credit ratings, and any additional actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position, and access to capital markets.

IfWe ~~industry~~have orindebtedness ~~equity~~totaling ~~research~~approximately ~~analysts~~$3.6 ~~have~~billion ~~difficulty~~as inof ~~understanding~~March 31, 2026. We may incur substantial additional indebtedness in the ~~changes~~future for many reasons, including to ~~our~~fund ~~business~~acquisitions. ~~model~~Our existing indebtedness, ortogether wewith ~~fail~~the toincurrence ~~meet~~of ~~our~~additional ~~publicly~~indebtedness ~~announced~~and ~~financial~~the ~~guidance~~restrictive covenants contained in, ~~our~~or ~~stock~~expected ~~price~~to ~~and~~be ~~trading~~contained ~~volume~~in the documents evidencing such indebtedness, could ~~decline.~~have significant consequences on our future operations, including:

Given the complexity of implementing our strategic priorities and the uncertain global economic conditions, we may not be able to progress on our strategic priorities in accordance with our expectations, and it is likely that our prior forecasts will prove to be incorrect. Additionally, industry and equity research analysts that publish reports about our business may not accurately capture and reflect our turnaround progress. As a result, we may fail to meet their expectations.

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

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

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

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

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

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

We have indebtedness totaling approximately $3.9 billion as of March 31, 2025 (including capital lease obligations). We may incur substantial additional indebtedness in the future for many reasons, including to fund acquisitions. Our existing indebtedness, together with the incurrence of additional indebtedness and the restrictive covenants contained in, or expected to be contained in the documents evidencing such indebtedness, could have significant consequences on our future operations, including:

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

•subjecting us to the risk of increased sensitivity to interest rate increases in our outstanding variable-rate indebtedness that could cause our debt service obligations to increase significantly;

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

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

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

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

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

1820

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

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

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

~~Our~~In ~~commercial contracts are typically awarded on a competitive basis. Our bids are based upon~~addition, ~~among~~volatility ~~other items, the expected cost to provide the services. We generally provide services under time~~ and ~~materials~~disruption ~~contracts,~~in ~~unit-price~~banking ~~contracts, fixed-price contracts,~~ and ~~multiple-element~~capital ~~software~~markets ~~sales.~~can Weadversely ~~are~~affect ~~dependent on~~ our ~~internal~~ability ~~forecasts and predictions about our projects and the marketplace and,~~ to ~~generate an acceptable return on our investment in these contracts~~refinance, ~~we must be able to accurately estimate our costs to provide the services required by the contract~~ and toincrease ~~complete~~ the ~~contracts~~cost ~~in a timely manner. We face a number~~ of ~~risks when pricing our contracts~~refinancing, assome ~~many~~or all of our ~~projects~~debt. ~~entail~~Disruptions ~~the coordination of operations and workforces~~ in ~~multiple~~the ~~locations~~financial ~~and~~markets ~~utilizing~~can ~~workforces~~also ~~with~~adversely ~~different~~affect ~~skill~~our ~~sets~~lenders, ~~and competencies across geographically diverse service locations. In addition~~insurers, ~~revenues from some of our contracts are recognized using the percentage-of-completion method~~customers, ~~which~~and ~~requires~~other ~~estimates~~counterparties. ofOur total ~~costs~~liquidity atdepends ~~completion,~~in ~~fees~~part ~~earned~~ on the ~~contract,~~availability orof ~~both.~~funds ~~This~~under ~~estimation process, particularly due to~~ the ~~technical~~revolving ~~nature~~credit offacility ~~the~~and ~~services~~our ~~being~~other ~~performed~~financing ~~and~~agreements. ~~the~~The ~~long-term~~failure ~~nature~~ of ~~certain~~any ~~contracts,~~lender's isability ~~complex and involves significant judgment. Adjustments~~ to ~~original~~fund ~~estimates~~future ~~are~~draws ~~often~~on ~~required~~our asrevolving ~~work~~credit ~~progresses,~~facility ~~experience~~or isour ~~gained,~~other ~~and~~financing ~~additional~~arrangements ~~information~~could ~~becomes~~reduce ~~known, even though~~ the ~~scope~~amount of ~~the~~cash ~~work required under the contract may not change. If~~ we ~~fail~~have toavailable ~~accurately~~for ~~estimate~~operations ~~our~~and ~~costs~~additional orcapital ~~the~~for ~~time~~future ~~required to complete a contract, the profitability of our contracts may be materially and adversely affected~~needs.

~~Some~~We ~~ITO~~enter ~~services~~into ~~agreements~~foreign ~~contain~~currency ~~pricing~~forward ~~provisions~~contracts ~~that~~and ~~permit~~interest arate ~~customer~~swaps towith ~~request~~ a ~~benchmark~~number ~~study~~of bycounterparties. As a ~~mutually~~result, ~~acceptable~~we ~~third~~are ~~party.~~subject ~~The~~to ~~benchmarking~~the ~~process~~risk ~~typically~~that ~~compares~~ the ~~contractual~~counterparty ~~price~~to ofone ~~services~~or ~~against~~more ~~the price~~ of ~~similar~~these ~~services~~contracts ~~offered~~defaults byon ~~other~~its ~~specified~~performance ~~providers~~under inthe acontract. ~~peer~~During ~~comparison~~an ~~group~~economic downturn, ~~subject~~the tocounterparty's ~~agreed-upon~~financial ~~adjustment,~~condition may deteriorate rapidly and ~~normalization~~with ~~factors.~~little ~~Generally,~~notice ifand ~~the~~we ~~benchmarking~~may ~~study~~be ~~shows~~unable ~~that~~to ~~the~~take ~~pricing~~action ~~differs~~to ~~from~~protect ~~the~~our ~~peer~~exposure. ~~group~~In ~~outside~~the event of a ~~specified~~counterparty ~~range~~default, ~~and~~we ~~the~~could ~~difference~~incur issignificant ~~not~~losses, ~~due~~which tomay ~~the~~harm ~~unique~~our ~~requirements~~business ofand ~~the~~financial ~~customer,~~condition. ~~then~~In the ~~parties~~event ~~will~~that ~~negotiate~~one inor ~~good~~more ~~faith~~of ~~appropriate~~our ~~adjustments~~counterparties tobecomes ~~the~~insolvent ~~pricing.~~or ~~This~~files ~~may~~for ~~result~~bankruptcy, inour ~~the~~ability ~~reduction~~to ofeventually ~~rates~~recover ~~for~~any ~~the~~losses ~~benchmarked~~suffered ~~services~~as ~~performed~~a ~~after~~result ~~the implementation~~ of ~~those~~that ~~pricing~~counterparty's ~~adjustments,~~default ~~which~~may ~~could~~be ~~harm~~limited by the ~~financial~~liquidity ~~performance~~ of ~~our~~the ~~services business~~counterparty.

~~Some~~Information ITregarding ~~service~~our ~~agreements~~credit ~~require~~ratings ~~significant investment in the early stages that~~ is ~~expected~~included to be recovered through billings over the life of the agreement. These agreements often involve the construction of new IT systems and communications networks and the development and deployment of new technologies. Substantial performance risk exists in ~~each~~Part ~~agreement with these characteristics~~II, ~~and~~Item ~~some~~7 ~~or all elements~~ of ~~service~~this ~~delivery~~Annual ~~under~~Report ~~these~~on ~~agreements~~Form ~~are~~10-K ~~dependent~~under ~~upon successful completion of~~ the ~~development,~~caption ~~construction,~~"Liquidity and ~~deployment~~Capital ~~phases~~Resources. Failure to perform satisfactorily under these agreements may expose us to legal liability, result in the loss of customers or harm our reputation, which could harm the financial performance of our IT services business."

~~Performance~~We ~~under~~are ~~contracts,~~exposed ~~including~~to ~~those~~risks oninherent ~~which~~to weour ~~have~~international ~~partnered with third parties~~operations, ~~may~~including befluctuations ~~adversely~~in ~~affected~~exchange ifrates, weand orgeopolitical ~~the~~conflicts ~~third~~and ~~parties~~disruptions ~~fail~~can toadversely ~~deliver~~affect onour ~~commitments~~sales orand ~~otherwise breach obligations to our customers~~operations.

~~Our~~A ~~contracts~~significant ~~are~~portion ~~complex~~of our application outsourcing and, insoftware ~~some~~development ~~instances,~~activities ~~may~~has ~~require~~been ~~that~~shifted weto ~~partner~~India ~~with~~and other ~~parties,~~lower-cost ~~including~~locations. ~~software~~As ~~and~~a ~~hardware vendors~~result, towe ~~provide~~are exposed to the ~~complex~~risks ~~solutions~~inherent ~~required~~in byoperating ~~our~~in ~~customers.~~India ~~Our~~or ~~ability~~other tolocations, ~~deliver~~including ~~the~~(1) ~~solutions~~a ~~and~~highly ~~provide~~competitive ~~the~~labor ~~services~~market ~~required~~for byskilled ~~our~~workers, ~~customers~~which ismay ~~dependent~~result onin ~~our~~significant ~~and~~increases ~~our~~in ~~partners'~~labor ~~ability~~costs, toas ~~meet~~well ~~our~~as ~~customers'~~shortages ~~delivery~~of ~~schedules,~~qualified ~~which~~workers isin ~~affected~~the byfuture, a(2) ~~multitude~~currency ofexchange ~~factors~~risks, ~~including~~and ~~climate~~(3) ~~change~~the possibility that the U.S. IfFederal weGovernment or ~~our~~the ~~partners~~European ~~fail~~Union to(the ~~deliver~~"EU") ~~services~~may orenact ~~products~~legislation onthat ~~time,~~creates ~~our~~significant ~~ability~~disincentives tofor ~~complete~~customers ~~the~~to ~~contract~~locate ~~may~~certain beof ~~adversely~~their ~~affected.~~operations Ifoffshore, ~~any~~which ~~third-party~~would ~~providers~~reduce ~~unexpectedly~~the ~~terminate~~demand ~~our~~for ~~agreement,~~the services we ~~would~~provide bein ~~forced~~such tolocations ~~incur~~and may adversely impact our cost structure and profitability.

additional expenses to locate alternative providers and may experience outages or disruptions to our service. In addition, many public cloud infrastructure providers have also entered into strategic partnerships with our competitors. These alliances may result in more compelling product and service offerings than those we offer.

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

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

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

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

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

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

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

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

WeIndia ~~also~~has ~~must~~experienced, ~~manage~~and ~~leadership~~other ~~development~~countries ~~and~~may ~~succession~~experience, ~~planning~~political ~~throughout~~instability, ~~our~~civil ~~business.~~unrest ~~Any~~and ~~significant~~hostilities ~~leadership~~with ~~change~~neighboring ~~and~~countries. ~~accompanying~~Rising ~~senior~~tensions ~~management~~in ~~transition~~the ~~involves~~geopolitical ~~inherent~~climate, ~~risk~~including ~~and~~the ~~any~~ongoing ~~failure~~conflict tobetween ~~ensure~~Russia aand ~~smooth~~Ukraine, ~~transition~~the ~~could~~current ~~hinder~~hostilities ~~our~~in ~~strategic~~the ~~planning~~Middle East, ~~execution~~ and ~~future~~other ~~performance.~~negative ~~While~~or weuncertain ~~strive~~political toclimates ~~mitigate~~in ~~the~~countries ~~negative~~or ~~impact~~locations ~~associated~~where ~~with~~we ~~changes~~or to our ~~senior~~customers ~~management team~~operate, ~~such~~including ~~changes~~but ~~may~~not ~~cause~~limited ~~uncertainty among investors~~to, ~~employees,~~military ~~customers,~~activities ~~creditors~~or ~~and~~civil ~~others~~hostilities, ~~concerning~~criminal ~~our~~activities ~~future direction~~ and ~~performance.~~other Ifacts weof ~~fail~~violence, toinfrastructure ~~effectively~~disruption, ~~manage~~natural ~~our~~disasters ~~leadership~~or ~~changes,~~other ~~including~~conditions ~~ongoing~~could ~~organizational~~adversely ~~and~~affect ~~strategic changes,~~ our ~~business,~~sales ~~financial~~and ~~condition, results of~~ operations, ~~cash flows~~ and ~~reputation,~~otherwise asmaterially ~~well~~impair as our ability to ~~successfully~~deliver ~~attract,~~services ~~motivate~~or ~~and~~fulfill ~~retain~~contractual ~~key~~obligations ~~employees,~~or ~~could~~cause beus ~~harmed~~to exit certain markets.

InOur ~~addition,~~exposure ~~uncertainty~~to ~~around~~currencies ~~future~~other ~~employment~~than ~~opportunities,~~the ~~facility~~U.S. ~~locations,~~dollar ~~organizational~~may ~~and~~impact ~~reporting~~our ~~structures~~results, ~~and~~as ~~other~~they ~~related~~are ~~concerns~~expressed ~~may~~in ~~impair~~U.S. ~~our~~dollars. ~~ability~~Currency variations also contribute to ~~attract~~variations in sales of products and ~~retain~~services ~~qualified~~in ~~personnel~~affected jurisdictions. IfWhile ~~employee~~historically ~~attrition~~we ishave ~~high~~partially mitigated currency risk, itincluding ~~may~~exposure ~~adversely~~to ~~impact~~fluctuations in currency exchange rates by matching costs with revenues in a given currency, our ~~ability~~exposure to ~~realize~~fluctuations in other currencies against the ~~anticipated~~U.S. ~~benefits~~dollar increases, as revenue in currencies other than the U.S. dollar increases. Approximately 75% of revenues earned during fiscal 2026 were derived from sales denominated in currencies other than the U.S. dollar and are expected to continue to represent a significant portion of our ~~strategic~~revenues. ~~priorities~~Also, we believe that our ability to match revenues and expenses in a given currency will decrease as more work is performed at offshore locations that use a different currency from where we generate our revenue.

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

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

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

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

Our exposure to currencies other than the U.S. dollar may impact our results, as they are expressed in U.S. dollars. Currency variations also contribute to variations in sales of products and services in affected jurisdictions. While historically we have partially mitigated currency risk, including exposure to fluctuations in currency exchange rates by matching costs with revenues in a given currency, our exposure to fluctuations in other currencies against the U.S. dollar increases, as revenue in currencies other than the U.S. dollar increases. Approximately 72% of revenues earned during fiscal 2025 were derived from sales denominated in currencies other than the U.S. dollar and are expected to continue to represent a significant portion of our revenues. Also, we believe that our ability to match revenues and expenses in a given currency will decrease as more work is performed at offshore locations that use a different currency from where we generate our revenue.

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

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

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

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

•longer collection cycles and financial instability among customers;

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

•local labor conditions and regulations;

•managing our geographically dispersed workforce;

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

•differing technology standards or customer requirements;

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

•changes in tax laws.

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

WeProlonged ~~operate~~periods inof ~~over~~inflation, 60wage ~~countries~~increases, ~~countries~~or ~~in an increasingly complex regulatory environment. Among~~ other ~~things,~~cost weescalation ~~provide~~may ~~complex~~adversely ~~industry-specific~~affect ~~insurance~~general ~~processing~~economic ~~in the U.K.~~conditions, ~~which~~customer ~~is regulated by authorities in the U.K. and elsewhere~~budgeting, ~~such as the U.K.’s Financial Conduct Authority~~ and ~~His~~our ~~Majesty’s~~profitability, ~~Treasury~~particularly ~~and~~in ~~the~~customer ~~U.S.~~contracts ~~Department~~where ofour ~~Treasury,~~ability ~~which~~to ~~increases~~pass ~~our~~through ~~exposure~~increased tocosts ~~compliance~~is ~~risk~~limited.

InWe ~~addition,~~generally ~~businesses~~provide inservices ~~the~~under ~~countries~~time inand ~~which~~materials wecontracts, ~~operate~~unit-price ~~are~~contracts, ~~subject~~fixed-price ~~to local~~contracts, ~~legal~~ and ~~political~~consumption‑based ~~environments~~or ~~and~~resource‑unit ~~regulations~~pricing ~~including~~arrangements. ~~with~~In ~~respect~~many toof ~~employment,~~our ~~tax~~contracts, ~~statutory~~we ~~supervision~~bear ~~and~~the ~~reporting~~risk ~~and~~of ~~trade~~cost ~~restriction~~overruns, ~~along~~completion ~~with~~delays, ~~industry~~resource ~~regulations~~requirements, ~~such~~wage asinflation ~~regulation~~and byadverse ~~bank~~movements ~~regulators~~ in ~~the~~exchange Urates.S. ~~and~~Many ~~Europe.~~of ~~These~~our ~~regulations~~contracts ~~and~~include ~~environments~~cost‑of‑living ~~are~~adjustment ~~also~~provisions ~~subject~~or topricing ~~change.~~assumptions ~~Additionally,~~designed ~~the~~to ~~rapid~~address ~~evolution~~inflationary ~~and~~pressures, ~~increased~~often ~~adoption~~based ofon AIbroad‑based ~~technologies~~indices, ~~and~~or ~~our~~incorporate ~~obligations~~anticipated tocost ~~comply~~increases ~~with~~into ~~emerging~~the ~~laws~~contract ~~and regulations may require us to develop additional AI-specific compliance programs~~pricing.

However, these mechanisms may not fully offset all cost increases, particularly where inflationary pressures, wage increases, or other cost escalations differ materially from underlying assumptions or occur more rapidly than anticipated. In addition, certain contracts may not provide for price adjustments for inflation or abnormal escalation, or such adjustments may be subject to caps, delays, or other limitations. If inflation, cost escalation, or other pricing pressures exceed our expectations or the protections available under our contracts, our costs of service delivery may increase without a corresponding increase in revenue, which could materially and adversely affect our profitability, results of operations, and cash flow.

Inflation and government actions intended to combat inflation may also increase market volatility and have an adverse effect on the financial market and general economic conditions. In periods of economic uncertainty, our customers may reduce spending, experience difficulty budgeting for external IT services, delay procurement decisions, or delay payment for services already provided. We may also experience longer sales cycles or increased difficulty closing new deals in the event of an economic slowdown. Any of these factors could adversely affect our revenues, profitability, results of operations, and cash flow.

We face aggressive competition and may fail to compete effectively in certain markets.

We encounter aggressive competition from numerous and varied competitors. Our competitiveness is based on factors including technology, innovation, performance, price, quality, reliability, brand, reputation, range of products and services, account relationships, customer training, service and support and security. If we are unable to compete based on such factors, we could lose customers or we may experience reduced profitability from our customers and our results of operations and business prospects could be harmed.

We face aggressive price competition and may have to lower prices to stay competitive, while simultaneously seeking to maintain or improve revenue and gross margin. If we experience pressure from competitors to lower our prices, we may have lower than expected profit margins and lost business opportunities if we are unable to match the price declines.

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

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

~~Adjusting~~Any ~~business~~failure ~~operations~~on our part to ~~changing~~comply ~~environments~~with ~~and~~the ~~regulations~~specific ~~may~~provisions bein ~~costly~~customer ~~and~~contracts or any violation of government contracting regulations or other requirements could ~~potentially~~result ~~render~~in the ~~particular~~imposition ~~business~~of ~~operations~~various ~~uneconomical~~civil and criminal penalties, which may ~~adversely~~include ~~affect~~termination ~~our~~of ~~profitability~~contracts, orforfeiture ~~lead~~of toprofits, asuspension ~~change~~of payments, and, in the ~~business~~case ~~operations~~of government contracts, fines and suspension from future government contracting. ~~Notwithstanding~~Such failures could also cause reputational damage to our ~~best~~business. ~~efforts~~In addition, we may ~~not~~ be insubject ~~compliance~~to ~~with~~qui ~~all~~tam ~~regulations~~litigation inbrought by private individuals on behalf of the ~~countries~~government inrelating to government contracts, which wecould ~~operate~~include atclaims ~~all~~for ~~times~~treble ~~and~~damages. ~~may~~Further, beany ~~subject~~negative topublicity ~~sanctions,~~with ~~penalties~~respect orto ~~fines~~customer ascontracts aor ~~result.~~any ~~These~~related ~~sanctions~~proceedings, ~~penalties~~regardless orof ~~fines~~accuracy, may ~~materially~~damage ~~and~~our ~~adversely~~business ~~impact~~by harming our ~~profitability.~~ability to compete for new contracts.

Our ~~operations~~customers' contracts with the U.S. federal government and related agencies are also subject to aissues ~~broad~~with ~~array~~respect ofto ~~domestic~~federal budgetary and ~~international~~spending ~~environmental,~~limits ~~health,~~or matters and ~~safety~~may ~~laws~~be ~~and~~affected ~~regulations,~~by ~~including~~staffing ~~laws~~and ~~addressing~~resource ~~the~~reductions ~~discharge~~and offunding ~~pollutants~~authorizations. ~~into~~Any changes to the ~~air~~fiscal ~~and~~policies ~~water,~~of the ~~management~~U.S. ~~and~~federal ~~disposal~~government ofmay ~~hazardous~~decrease ~~substances~~overall ~~and~~government ~~wastes~~funding, ~~and~~result in delays in the ~~clean-up~~procurement of ~~contaminated~~products ~~sites.~~and ~~Certain~~services ~~laws~~due ~~may~~to ~~also~~lack ~~impose~~of ~~liability~~funding, ~~without~~cause ~~regard~~the toU.S. ~~fault~~federal orgovernment ~~the~~and ~~legality~~government ofagencies ~~the~~to ~~original~~reduce ~~conduct.~~their ~~Environmental~~purchases ~~costs~~under ~~and~~existing ~~accruals~~contracts, ~~are~~or ~~presently~~cause ~~not~~them ~~material~~ to ~~our~~exercise ~~operations,~~their ~~cash~~rights ~~flows~~to terminate contracts at-will or ~~financial~~to ~~position;~~abstain ~~and,~~from weexercising dooptions ~~not~~to ~~currently~~renew ~~anticipate~~contracts, ~~material~~any ~~capital~~of ~~expenditures~~which ~~for~~would ~~environmental~~have ~~control~~an ~~facilities.~~adverse ~~However,~~effect on our ~~failure~~business, tofinancial ~~comply~~condition, ~~with~~results ~~these~~of ~~laws~~operations and/or ~~regulations~~cash ~~can~~flows. ~~result~~Additionally, inimpasses ~~civil,~~impacting ~~criminal~~the orU.S. ~~regulatory~~federal ~~penalties,~~government's ~~fines,~~ability ~~and~~to ~~legal~~reach ~~liabilities;~~an ~~suspension~~agreement on the federal budget, ~~delay~~debt ceiling or ~~alterations~~extended ofU.S. ~~our~~federal ~~operations;~~government ~~damage~~shut todowns ~~our~~could ~~reputation;~~result ~~and~~in ~~restrictions~~material onpayment ~~our~~delays, ~~operations~~payment reductions or ~~sales~~contract terminations by the U.S. ~~Our~~federal ~~business~~government, ~~could~~which ~~also~~in beturn ~~affected~~may ifadversely ~~new~~impact ~~environmental~~the ~~legislation~~results isof ~~passed~~operations ~~which~~and ~~impacts~~financial condition of our ~~current~~government ~~operations~~contractor customers and ~~business.~~cause ~~For~~those ~~example,~~customers ifto webecome ~~are~~ unable to ~~comply~~meet ~~with~~their ~~fast-moving~~obligations ~~regulatory~~under ~~requirements,~~contracts wewith ~~could~~us, beor ~~disqualified~~reduce ~~from~~their ~~requests~~demand for ~~proposal~~our ~~processes~~products and services, ~~leading~~which tocould ahave ~~loss~~an ofadverse ~~sales~~effect ason ~~well~~our asfinancial ~~unfavorable~~condition, ~~operating~~results ~~cost~~of ~~impacts.~~operations and/or cash flows.

In addition, changing expectations from stakeholders and the evolving landscape of regulatory and disclosure requirements regarding ESG could affect our business. We are subject to, and anticipate becoming increasingly subject to, laws, regulations, and international agreements concerning ESG, such as the European Union's Corporate Sustainability Reporting Directive (CSRD) and California's climate change disclosure requirements. As these new laws, regulations, treaties and national and global initiatives are adopted and implemented regionally or throughout the world, we may be required to comply or potentially face market access limitations, fines or reputational injury, and we expect to incur significant additional costs to comply and impose increased oversight obligations on our management and board of directors. Other laws, regulations, treaties or initiatives in response to climate change, including, but not limited to, the introduction of a carbon tax, could result in increased operational costs associated with air pollution requirements and increased compliance and energy costs, which could harm our business and results of operations by increasing our expenses or requiring us to alter our business operations. Moreover, we may experience loss of market share if we are unable to provide competitive products and services that incorporate climate-change mitigations, and if we are unable to achieve and sustain a carbon-neutral business model in a meaningful time frame, we could lose stockholder or customer confidence, resulting in loss of business and loss of access to the financial markets.

We are also subject to risks associated with ESG regulations. Divergent ESG interests across the various jurisdictions where we operate may expose us to increased legal, financial or reputational risks related to our ESG practices. Our inability to keep pace with any ESG regulations, trends and developments or failure to meet the expectations, including, but not limited to, any expectations resulting from goals we have established, or interests of our clients and investors, could adversely affect our business and reputation and could result in undesirable investor actions or customer or talent retention and attraction issues. For more information, see our risk factor “Increased scrutiny of, and evolving expectations for, sustainability and ESG initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business."

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

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

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

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

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

We rely on a combination of trade secrets, patents, copyright, trademarks, and contractual provisions to protect our intellectual property rights. The existing laws in the various countries in which we provide services or solutions may offer only limited protection of our intellectual property and are subject to change. From time to time, we may discover that third parties are infringing, misappropriating or otherwise violating our intellectual property rights. However, policing unauthorized use of our intellectual property is difficult and expensive, and we may therefore not always be aware of such unauthorized use or misappropriation, or have adequate resources to enforce our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized third parties may attempt to use, copy, market or distribute our intellectual property rights or technology, and our competitive position and results of operations could be harmed and our legal costs could increase.

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

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

Disruption of our supply chain or increases in procurement costs could adversely impact our business.

Delays and shortages of certain necessary components to the services and solutions we offer our clients,

whether caused by natural disasters, pandemics, geopolitical events, labor strikes, or transportation delays, may increase component delivery lead times and costs to source available components and delay the delivery of our hardware products and services, which may adversely affect our ability to comply with our contracts and our ability to support our existing customers and our growth through sales to new customers. In the event of a component shortage or interruptions at a supplier, we may not be able to develop alternate sources quickly, cost effectively, or at all. Furthermore, the ongoing global uncertainty, including trade tensions and tariff changes, may also impact the cost and availability of materials or products from certain regions, particularly those reliant on international suppliers. We may not be able to quickly replace or secure alternative suppliers, and we may be forced to absorb higher costs, reduce margins, or adjust our pricing. Supply chain interruptions could harm our relationships with our customers, prevent us from acquiring new customers, harm our operational efficiency, financial performance, and reputation, and materially and adversely affect our business.

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

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

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

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

We could suffer additional losses due to asset impairment charges.

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

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

Our Board may authorize share repurchases from time to time. However, we are not obligated to make any purchases of our shares, and our decision to repurchase our shares, as well as the timing of such repurchases, will depend on a variety of factors as determined by our management and Board.

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

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

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

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

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

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

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

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

Our hedging program is subject to counterparty default risk.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Divestiture transactions also involve significant challenges and risks, including:

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

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

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

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

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

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

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

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

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

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

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

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

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

~~Changes~~The inprice ~~U.S.~~of ~~tax~~our ~~legislation~~securities ~~may~~is ~~materially~~subject ~~affect~~to ~~our~~market ~~financial~~and ~~condition,~~other ~~results~~conditions ~~of operations~~ and ~~cash~~may ~~flows~~be volatile.

~~The~~Our ~~2017~~stock ~~Tax~~price ~~Cuts~~may &be ~~Jobs~~volatile ~~Act~~and ~~("TCJA")~~subject ~~significantly~~to ~~changed~~change ~~the~~based ~~federal~~on ~~income~~a ~~taxation~~variety of ~~U.S. corporations~~factors, ~~including~~many ~~by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing~~ of ~~certain~~which ~~capital~~are ~~expenditures,~~beyond ~~adopting~~our ~~elements of a territorial tax system~~control, ~~imposing~~including achanges ~~one-time~~in ~~transition~~investment ~~tax~~community ~~(or~~equity ~~“repatriation~~analysts' ~~tax”) on all undistributed~~ earnings ~~and profits of certain U.S.-owned foreign corporations~~estimates, ~~revising~~valuation ~~the~~methodologies ~~rules governing net operating losses~~ and ~~the~~recommendations, ~~rules~~our ~~governing~~credit ~~foreign~~ratings, ~~tax~~inflationary ~~credits~~pressures, ~~introducing~~broader ~~new~~macroeconomic ~~anti-base~~conditions, ~~erosion provisions~~ and the ~~ability~~resulting toimpact ~~expense~~on ~~research~~customer ~~and experimentation costs~~demand. ~~Many~~We ofperiodically ~~these~~provide ~~changes~~forward-looking ~~were~~financial ~~effective~~guidance ~~immediately,~~regarding ~~without~~our ~~any~~expected ~~transition~~future ~~periods~~performance, orincluding ~~grandfathering~~projections for ~~existing transactions~~revenue, ~~while other changes~~earnings, ~~such~~margins ~~as the requirement to capitalize research~~ and ~~development~~cash ~~costs~~flow. ~~became~~If ~~effective~~our ~~for~~actual ~~tax~~results ~~years~~fail ~~beginning after December 31, 2021 and became applicable~~ to ~~the~~meet ~~Company~~our ~~starting~~publicly inannounced ~~fiscal~~guidance ~~year~~or ~~2023.~~market ~~Additionally~~expectations, ~~starting~~or inif ~~fiscal~~we ~~year~~reduce ~~2027,~~future ~~certain~~guidance ~~foreign~~even ~~earnings~~while ~~and~~meeting ~~earnings~~current ~~that~~projections, ~~may~~our bestock ~~subject~~price ~~to the Base Erosion~~ and ~~Anti-Abuse~~trading ~~Tax~~volume ~~may~~could be ~~subject~~negatively toimpacted, ~~higher~~potentially Usignificantly.~~S. tax rates.~~

~~The~~In ~~repatriation~~addition, ~~tax~~speculation, ~~resulted~~investor inperception, aand ~~material~~market ~~amount~~sentiment ofover ~~additional~~our ~~U.S.~~results ~~tax~~of ~~liability~~operations, ~~the~~financial ~~majority~~condition and execution of ~~which~~our ~~was~~strategic ~~reflected~~priorities, as anwell ~~income~~as ~~tax~~announcements ~~expense~~relating into ~~fiscal~~new ~~2018~~products or technologies, ~~when~~major ~~the~~transactions, ~~tax~~litigation ~~legislation~~developments, ~~was~~or ~~enacted~~management changes involving us, ~~despite~~our ~~the~~competitors, ~~fact~~or ~~that~~our customers, may cause fluctuations in our stock price. A significant decline in our stock price could expose us to the ~~resulting~~risk ~~tax~~of securities class action lawsuits, stockholder derivative lawsuits or other actions by stockholders, which may beresult ~~paid~~in ~~over~~substantial ~~eight~~costs ~~years~~and divert management's attention and resources, which may adversely affect our business.

~~Changes~~Activist shareholders may from time to time acquire stakes in ~~tax~~our ~~rates~~common stock and advocate for changes to our corporate governance, ~~tax~~strategic ~~laws~~direction, capital allocation policies, management or board composition that may not align with the interests of our long-term shareholders. Responding to proxy contests, public campaigns or other activist initiatives could be costly and time-consuming, divert the ~~timing~~attention of our board of directors and ~~outcome~~senior management from the pursuit of ~~tax~~our ~~examinations~~business strategies, and require us to incur significant legal, public relations and advisory expenses. Such activities could also create perceived uncertainties as to our strategic direction and may adversely affect our ~~future~~business, operating results, stock price as well as our ability to attract and retain qualified employees, customers and business partners.

~~Our~~We ~~future~~issue ~~effective~~debt ~~tax~~securities ~~rates,~~from ~~which~~time ~~are~~to ~~largely~~time, ~~driven~~with bya ~~the~~variety ~~mix~~ of ~~our~~different ~~global~~maturities ~~earnings~~ and ~~the~~in ~~differing~~different ~~statutory~~currencies. ~~tax~~The ~~rates~~value inof ~~the~~our ~~jurisdictions~~debt ~~where~~securities wefluctuates ~~operate,~~based ~~are~~on ~~subject~~many tofactors, ~~change~~including asthe amethods ~~result~~employed offor ~~changes~~calculating inprincipal ~~statutory~~and ~~tax~~interest, ~~rates~~the ~~enacted~~maturity inof ~~those~~the ~~jurisdictions~~securities, orthe byaggregate ~~changes~~principal inamount ~~the valuation~~ of ~~deferred~~securities ~~tax~~outstanding, ~~assets~~the ~~and~~redemption ~~liabilities~~features, orthe bylevel, ~~changes~~direction inand ~~tax~~volatility ~~laws~~of orinterest ~~their~~rates, ~~interpretation~~changes orin ~~tax~~exchange ~~policy~~rates, ~~initiatives~~exchange ~~and reforms under consideration~~controls, ~~such~~governmental asand ~~those~~stock ~~reflected~~exchange inregulations ~~the~~and ~~OECD/G20~~other ~~Inclusive~~factors ~~Framework~~over onwhich ~~Base~~we ~~Erosion~~have ~~and~~little ~~Profit Sharing~~ or ~~other~~no ~~projects~~control.

In January 2019, the Organization for Economic Co-operation and Development (“OECD”) announced further work in continuation of its Base Erosion and Profit Shifting project, focusing on two “pillars.” Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion (“GloBE”) Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. Such rules have been or may be implemented in many jurisdictions. When and how these Pillar Two rules are adopted or enacted by the various countries in which we do business could increase tax complexity and uncertainty and may adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions.26

Disruption of our supply chain or increases in procurement costs could adversely impact our business.

Delays and shortages of certain necessary components to the services and solutions we offer our clients, whether caused by natural disasters, pandemics, geopolitical events, armed hostilities, labor strikes, or transportation delays, may increase component delivery lead times and costs to source available components and delay the delivery of our hardware products and services, which may adversely affect our ability to comply with our contracts and our ability to support our existing customers and our growth through sales to new customers. In addition, suppliers may fail or refuse to honor their contractual commitments to us, whether due to their own supply constraints, receipt of more favorable offers, or other reasons, which could impair our ability to meet our obligations to our customers, and our ability to compel supplier performance or recover damages in such circumstances may be limited. In the event of a component shortage or interruptions at a supplier, we may not be able to develop alternate sources quickly, cost effectively, or at all. Furthermore, the ongoing global uncertainty, including trade tensions and tariff changes as well as armed hostilities, may also impact the cost and availability of materials or products from certain regions, particularly those reliant on international suppliers. We may not be able to quickly replace or secure alternative suppliers, and we may be forced to absorb higher costs, reduce margins, or adjust our pricing. Supply chain interruptions could harm our relationships with our customers, prevent us from acquiring new customers, harm our operational efficiency, financial performance, and reputation, and materially and adversely affect our business.

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

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

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

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

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

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

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

We have implemented several restructuring plans and may continue to implement cost-takeout measures to realign our cost structure with the changing nature of our business and to achieve operating efficiencies to reduce our costs. Our restructuring efforts may involve workforce reductions and increased reliance on automation, AI and other technology-driven solutions to enhance productivity and maintain operational efficiency, and may require additional investments in technology, infrastructure and related capabilities. We may not be able to obtain the costs savings and benefits that were initially anticipated in connection with our restructuring plans. Furthermore, even if we are successful with our cost-takeout efforts, we may not see the benefits of such efforts on our financial condition, results of operations and cash flows. If we pursue workforce reductions, our ability to successfully operate with a reduced workforce may depend in part on the successful deployment, performance and employee adoption of these automation and AI-driven solutions. Such technologies may not perform as expected, prove more costly or time-consuming to deploy than anticipated, create new operational vulnerabilities or cybersecurity exposures, or fail to enhance productivity as expected. Additionally, as a result of our restructuring, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods, which in the past have caused issues with our service delivery. Restructuring actions could also increase the risk of operational disruptions, service delivery issues, internal control weaknesses or other operational challenges, especially during periods of organizational transition, as responsibilities are reassigned and processes are adjusted. Reorganization and restructuring can require a significant amount of management and other employees' time and focus, which may divert attention from operating and growing our business. There are also significant costs associated with restructuring which can have a significant impact on our earnings and cash flow. Furthermore, cost-takeout measures require compliance with numerous laws and regulations, including local labor laws. We may face wrongful termination, discrimination or other legal claims from affected employees that require us to incur substantial costs to defend against, and such claims may significantly increase our severance costs.

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

We could suffer additional losses due to asset impairment charges.

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

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

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

As noted in Note 21 - "Commitments and Contingencies," we are currently party to a number of disputes that involve or may involve litigation or arbitration, including securities litigation in which we and certain of our current or former officers and directors have been named as defendants. The result of these and any other future legal proceedings cannot be predicted with certainty. Regardless of their subject matter or merits, such legal proceedings may result in significant cost to us, including in the form of legal fees and/or damages, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost, could materially damage our reputation and could have a material adverse effect on our business, financial condition, results of operations, and the price of our common stock. In addition, such legal proceedings may make it more difficult to finance our operations.

~~The~~We ~~OECD~~are is also ~~issuing~~subject ~~guidelines~~to ~~that~~continuous ~~are~~examinations ~~different,~~of inour ~~some~~income ~~respects,~~tax ~~than~~returns ~~current~~by ~~international~~ tax ~~principles~~authorities and have several matters pending in U.S. IfTax ~~countries~~Court. ~~amend~~Although ~~their~~we believe our tax ~~laws~~estimates toare ~~adopt~~reasonable, ~~all~~the orfinal ~~part~~results of ~~the~~any ~~OECD~~tax ~~guidelines,~~examination ~~this~~or ~~may~~related ~~increase~~litigation could be materially different from our ~~provision~~related ~~for~~historical income ~~taxes.~~tax Weprovisions ~~cannot~~and ~~predict~~accruals. ~~whether~~Adverse ~~the~~developments ~~U.S.~~in ~~Congress~~an oraudit, ~~any~~examination ~~other~~or ~~governmental~~litigation ~~body,~~related ~~whether~~to inpreviously ~~the~~filed ~~United~~tax ~~States~~returns, or in ~~other~~the ~~jurisdictions,~~relevant ~~will~~jurisdiction’s ~~enact~~tax ~~new~~laws, ~~tax~~regulations, ~~legislation~~administrative ~~(including~~practices, ~~increases~~principles toand ~~tax~~interpretations ~~rates),~~could ~~whether~~have ~~the~~a ~~Internal~~material ~~Revenue~~effect ~~Service~~on ~~(“IRS”)~~our orresults ~~any~~of ~~other~~operations ~~tax~~and ~~authority~~cash ~~will~~flows ~~issue~~in ~~new~~the ~~regulations~~period or ~~other~~periods ~~guidance,~~for ~~whether~~which ~~the~~that ~~OECD~~development oroccurs, ~~any~~as ~~other~~well ~~intergovernmental~~as ~~organization~~for ~~will~~prior ~~publish~~and ~~any~~subsequent ~~guidelines~~periods. onFor ~~global~~more ~~taxation~~details, orincluding ~~whether~~on ~~member~~current ~~states~~tax ~~will~~examinations ~~implement~~of ~~such~~our ~~guidelines,~~income ~~nor~~tax ~~can~~returns weby ~~predict~~tax ~~what~~authorities ~~effect~~and ~~such~~on ~~legislation,~~matters ~~regulations~~pending orin ~~international~~U.S. ~~guidelines~~Tax ~~might~~Court, ~~have~~see onNote ~~our~~14 ~~income~~– ~~tax~~“Income ~~provision~~Taxes.”

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

Our future effective tax rates, which are largely driven by the mix of our global earnings and the differing statutory tax rates in the jurisdictions where we operate, are subject to change as a result of changes in statutory tax rates enacted in those jurisdictions, or by changes in the valuation of deferred tax assets and liabilities, or by changes in tax laws or their interpretation or tax policy initiatives and reforms under consideration, such as those reflected in the Organization for Economic Cooperation and Development ("OECD")/G20 Inclusive Framework on Base Erosion and Profit Sharing or other projects. The OECD has issued model rules for a new global minimum tax. Local country adoption of these rules may increase tax uncertainty and may adversely impact the company's income taxes. Additionally, starting in fiscal year 2027, certain foreign earnings and earnings that may be subject to the Base Erosion and Anti-Abuse Tax may be subject to higher U.S. tax rates.

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

Risks Related to our Completed Strategic Transactions

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

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

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

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

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

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

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

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

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

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

General Risk Factor

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

Our stock price is subject to changes in financial analysts’ earnings estimates, valuation and recommendations, our credit ratings and other factors beyond our control such as the inflationary pressures, other macroeconomic factors and the impact on customer demand. Speculation and market sentiment over our results of operations, financial condition and implementation of our strategic priorities can also cause changes in our stock price. In

~~addition~~Additionally, toeven ~~economic,~~if ~~political~~the ~~and~~USPS ~~market~~Separation ~~conditions~~otherwise qualifies as a tax-free transaction, ~~our~~the ~~stock~~USPS ~~price~~distribution ~~may~~could be ~~adversely~~taxable ~~impacted~~to ifus ~~our~~(but ~~financial~~not ~~results~~to ~~are~~our ~~inconsistent~~shareholders) ~~with~~in ~~earlier~~certain ~~projections~~circumstances orif ~~market~~future ~~expectations,~~significant ~~announcements~~acquisitions of ~~new~~our ~~products~~stock or ~~new~~the ~~technologies~~stock byof ~~us,~~Perspecta ~~our~~are ~~competitors~~deemed orto ~~our~~be ~~customers,~~part of a plan or ~~announcements~~series of ~~major~~related transactions, ~~litigation~~that ~~developments~~includes orthe ~~management~~USPS ~~changes~~distribution. AIn ~~significant~~this ~~drop~~event, inthe ~~our~~resulting ~~stock~~tax ~~price~~liability could ~~expose~~be ussubstantial. toIn connection with the ~~risk~~USPS ofSeparation, ~~securities~~we ~~class~~entered ~~action~~into ~~lawsuits~~a tax matters agreement with Perspecta, ~~stockholder~~under ~~derivative~~which ~~lawsuits~~it oragreed ~~other~~not ~~actions~~to byundertake ~~stockholders,~~any ~~which~~transaction ~~may~~without ~~result~~our inconsent ~~substantial~~that ~~costs~~could ~~and~~reasonably ~~divert~~be ~~management’s~~expected ~~attention~~to cause the USPS Separation to be taxable to us and ~~resources,~~to ~~which~~indemnify ~~may~~us ~~adversely~~for ~~affect~~any ~~our~~tax ~~business~~liabilities resulting from such transactions. These obligations and potential tax liabilities could be substantial.

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

~~Cybersecurity~~ Risk Management and Strategy

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

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

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

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

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

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

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

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

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

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

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

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

Cybersecurity Governance

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

35The Nominating/Corporate Governance Committee receives reports from the Global Chief Information Security Officer (“Global CISO”) on the Company’s information security program at each regular quarterly Committee meeting. In addition, management updates the Nominating/Corporate Governance Committee, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant. The Nominating/Corporate Governance Committee chair then provides an overview of the information security reports to the full Board on a regular basis.

~~The~~Our ~~Nominating/Corporate~~management ~~Governance~~team, ~~Committee~~including ~~receives~~our ~~reports~~Global ~~from~~CISO, ~~the~~Chief Digital Information Officer, President of Global ~~Chief~~Infrastructure ~~Information~~Services, and General Counsel, along with other key business and functional leaders, constitute our Security ~~Officer~~Steering Committee (“"SCC") which is responsible for assessing and managing our material risks from cybersecurity threats. Our Global CISO”) onand ~~the~~our ~~Company’s~~President ~~information~~of ~~security~~Global Infrastructure Services have primary responsibility for our overall cybersecurity risk management program atand ~~each~~supervise ~~regular~~both ~~quarterly~~our ~~Committee~~internal ~~meeting~~cybersecurity personnel and our retained external cybersecurity consultants. InOur ~~addition,~~Global ~~management~~CISO ~~updates~~has ~~the~~extensive ~~Nominating/Corporate~~experience ~~Governance~~assessing ~~Committee,~~and ~~where~~managing itcybersecurity-related ~~deems~~risks ~~appropriate~~and implementing related policies, ~~regarding~~procedures, ~~any~~and ~~cybersecurity~~strategies. ~~incidents~~Our itGlobal ~~considers~~CISO has served in leadership roles related to beinformation ~~significant.~~security ~~The~~for ~~Nominating/Corporate~~over ~~Governance~~23 ~~Committee~~years, ~~chair~~including serving as a CISO at another company since 2015, then ~~provides~~as anDXC's ~~overview~~IT ofCISO ~~the~~since ~~information~~May ~~security~~2022 and as DXC’s Global CISO since August 2024. Our Global CISO reports to our President of Global Infrastructure Services who is a well-known industry leader with more than 20 years of experience in the ~~full~~technology ~~Board~~industry atand ~~each~~has ~~regular~~been ~~quarterly~~with ~~Board~~DXC ~~meeting~~since 2020.

Our management team, including our Global CISO, Chief Information Officer, Managing Director of Global Infrastructure Services, and General Counsel, along with other key business and functional leaders, constitute our Security Steering Committee ("SCC") which is responsible for assessing and managing our material risks from cybersecurity threats. Our Global CISO and our Managing Director of Global Infrastructure Services have primary responsibility for our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Global CISO has extensive experience assessing and managing cybersecurity-related risks and implementing related policies, procedures, and strategies. Our Global CISO has served in leadership roles related to information security for over 23 years, including serving as a CISO at another company since 2015, then as DXC's IT CISO since May 2022 and as DXC’s Global CISO since August 2024. Our Global CISO reports to our Managing Director of Global Infrastructure Services who is a well-known industry leader with more than 20 years of experience in the technology industry and has been with DXC since 2020.

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

3635

ITEM 2. PROPERTIES

Our corporate headquarters is located at a leased facility in Ashburn, VA. We own or lease numerous offices and data centers in approximately ~~340~~320 locations around the world. We do not identify properties by segment, as they are interchangeable in nature and used by ~~both~~all of our segments.

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

The following table provides a summary of properties we owned and leased as of March 31, ~~2025~~2026:

	Approximate Square Feet (in millions)
Geographic Area	Owned	Leased	Total
United States	1.32	1.0.7	21.39
EMEA	1.1	2.31	3.42
APAC	0.21	2.10	2.31
All other	0.65	0.12	0.7
Real estate in restructuring	—	0.95	0.95
Inactive space	0.76	0.12	0.8
Sublet space	0.2	—	0.2
Total	43.17	6.5.7	109.64

	Approximate Square Feet (in millions)
Type	Owned	Leased	Total
Offices	0.98	4.10	54.08
Data centers	2.31	1.40	3.71
Real estate in restructuring	—	0.95	0.95
Inactive space	0.76	0.12	0.8
Sublet space	0.2	—	0.2
Total	43.17	6.5.7	109.64

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

ITEM 3. LEGAL PROCEEDINGS

See Note 2021 - "Commitments and Contingencies" under the caption “Contingencies” for information regarding legal proceedings in which we are involved.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

3736

PART II

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

Market Information

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

Number of Holders

As of May 51, ~~2025~~2026, there were 3432,~~247~~748 holders of record of our common stock.

Dividends

The Board indefinitely suspended the Company’s cash dividend payment beginning in the first quarter of fiscal 2021. As of March 31, ~~2025~~2026, the Company does not intend to reinstate its quarterly cash dividends.

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 of 1934, as amended, as well as, to the extent applicable, other federal and state securities laws and other legal requirements. The ~~timing,~~following ~~volume,~~table ~~and~~provides ~~nature~~information ofon ~~share~~a ~~repurchases~~monthly ~~pursuant~~basis tofor the ~~share~~quarter ~~repurchase~~ended ~~plan are at the discretion of management and may be suspended or discontinued at any time. As of~~ March 31, ~~2025~~2026, ~~approximately~~with ~~$592~~respect ~~million~~to ~~worth of shares remained available for repurchase under~~ the ~~plans~~Company’s orpurchase ~~programs.~~of ~~There~~equity ~~were no share repurchases during fiscal 2025.~~securities:

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. During the third quarter of fiscal 2025, the Company made a $12 million payment for the excise tax associated with prior year share repurchases in compliance with the IRA.


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2026 to January 31, 2026	555,747	$	14.75	555,747	$	393,675,231
February 1, 2026 to February 28, 2026	1,781,041	$	13.48	1,781,041	$	369,668,839
March 1, 2026 to March 31, 2026	2,290,471	$	12.14	2,290,471	$	341,871,943
Total	4,627,259	$	12.97	4,627,259

On May 18, 2023, DXC announced that its Board approved an incremental $1.0 billion share repurchase authorization. As of March 31, 2026, approximately $342 million worth of shares remained available for repurchase under the plans or programs. Share repurchases may be made from time to time through various means, including in open market purchases, 10b5-1 plans, privately-negotiated transactions, accelerated stock repurchases, block trades and other transactions, in compliance with Rule 10b-18 under the Exchange Act of 1934, as amended, as well as, to the extent applicable, other federal and state securities laws and other legal requirements. The timing, volume, and nature of share repurchases pursuant to the share repurchase plan are at the discretion of management and may be suspended or discontinued at any time.

See Note 15 - "Stockholders' Equity" to the financial statements in this Annual Report on Form 10-K for more information.

3837

Performance Graph

The following graph compares the cumulative return on our common stock for the most recent five years, with the cumulative return on the Standard & Poor’s 600 Stock Index ("S&P 600 Index") and Standard & Poor's 600 Information Technology Index ("S&P 600 Information Technology Index"). The graph assumes that $100 was invested at the market close on March 31, ~~2020~~2021 (the last trading day of fiscal ~~2020~~2021) in our common stock, and the relevant comparison indices and that dividends have been reinvested. The stock price performance of the following graph is not necessarily indicative of future stock price performance.

Comparison of Five Year Cumulative Total Return

The following table provides total shareholder returns assuming $100 was invested on April 1, ~~2020~~2021, with annual returns using our fiscal year-end date:

Company/Market/Peer Group	~~2021~~2022		~~2022~~2023		~~2023~~2024		~~2024~~2025		~~2025~~2026
DXC Technology Company	~~140~~4.0	%	4(22.0)	%	(2217.0)	%	(1720.0)	%	(2026.0)	%
S&P 600 Index	951.0	%	1(9.0)	%	(916.0)	%	16(3.0)	%	(320.0)	%
S&P 600 Information Technology Index	932.0	%	2(5.0)	%	(56.0)	%	6(14.0)	%	~~(14~~50.0)	%

Securities Authorized for Issuance Under Equity Compensation Plans

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

ITEM 6. RESERVED

3938

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

Introduction

The purpose of the Management's Discussion and Analysis (“MD&A”) is to present information that management believes is relevant to an assessment and understanding of our results of operations and cash flows for the fiscal year ended March 31, ~~2025~~2026 and our financial condition as of March 31, ~~2025~~2026. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.

The MD&A is organized in the following sections:

•Background

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Estimates

The following discussion includes a comparison of our results of operations and liquidity and capital resources for fiscal ~~2025~~2026 and fiscal ~~2024~~2025. A comparison of our results of operations and liquidity and capital resources for fiscal ~~2024~~2025 and fiscal ~~2023~~2024 may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Form 10-K filed with the Securities and Exchange Commission on May 1615, ~~2024~~2025.

Background

DXC ~~helps~~is ~~global~~a ~~companies~~leading ~~run~~enterprise ~~their~~technology ~~mission~~and ~~critical~~innovation ~~systems~~partner ~~and~~delivering ~~operations~~software, ~~while~~services, ~~modernizing~~and ~~IT,~~solutions ~~optimizing~~to ~~data~~global ~~architectures,~~enterprises and ~~ensuring~~public ~~security~~sector ~~and~~organizations ~~scalability~~— ~~across~~helping ~~public,~~them ~~private~~harness ~~and~~AI ~~hybrid~~to ~~clouds.~~drive ~~Many~~outcomes at a time of ~~the~~exponential ~~world’s~~change ~~largest~~with ~~companies~~speed. ~~and~~With ~~public~~deep ~~sector~~expertise ~~organizations~~in ~~trust~~Managed ~~DXC~~Infrastructure toServices, ~~deploy~~Application ~~services~~Modernization, toand ~~drive~~Industry-Specific ~~new~~Software ~~levels~~Solutions, ofDXC ~~performance~~modernizes, ~~competitiveness~~secures, and ~~customer~~operates ~~experience~~some ~~across~~of ~~their~~the ITworld’s most complex technology estates.

We generate revenue by offering a wide range of information technology services and solutions primarily in North America, Europe, Asia, and Australia. WeEffective ~~operate~~April ~~through~~1, ~~two~~2025 ~~segments:~~(fiscal ~~Global~~year ~~Business Services ("GBS"~~2026), ~~and~~we ~~Global~~began ~~Infrastructure~~reporting ~~Services~~our ~~("GIS").~~financial Weresults ~~market~~under ~~and~~a ~~sell~~new ~~our~~segment ~~services~~structure ~~directly~~designed to ~~customers~~better ~~through~~reflect ~~our~~the ~~direct~~Company’s ~~sales~~operational ~~force~~structure ~~around~~and the ~~world~~delivery of end-to-end IT services. ~~Our~~The ~~customers~~new ~~include~~structure ~~commercial~~includes ~~businesses~~three ofreportable ~~many~~segments: ~~sizes~~Consulting ~~and~~& inEngineering ~~many~~Services ~~industries~~("CES"), Global Infrastructure Services ("GIS"), and ~~public~~Insurance ~~sector~~Software ~~clients~~& Services ("Insurance").

Key Metrics

Key revenue, profitability and cash flow metrics for fiscal ~~2025~~2026 compared to fiscal ~~2024~~2025 are included below. We have presented organic revenue, adjusted earnings before income taxes, and adjusted diluted earnings per share on a non-GAAP basis. For more information see “Non-GAAP Financial Measures.”

•Revenues of $12.8764 billion, down 51.8% ~~compared to prior~~ year-over-year ~~period, and~~ (down 4.68% on an organic basis);

•~~Income~~EBIT ~~before income taxes~~ was $~~630~~353 million; ~~adjusted~~with ~~earnings~~a ~~before~~corresponding ~~income~~margin ~~taxes~~of 2.8%. Adjusted EBIT was $~~1,019~~970 million, andown ~~increase of 1~~4.08% onyear-over-year anwith ~~adjusted~~a ~~basis~~corresponding margin of 7.7%;

•Diluted earnings per share of $20.10, compared to $02.4610 in fiscal ~~2024~~2025; adjusted diluted earnings per share of $3.4323, compared to $3.1043 in fiscal ~~2024, an increase of 10.6%~~2025;

•Cash generated from operations was $1,~~398~~ 248 million, less capital expenditures of $~~711~~ 535 million, resulted in free cash flow of $713 million, compared to free cash flow of $687 million. in the prior-year

•Book-to-bill ratio (contract awards divided by annual revenue) of 10.~~03x~~98x, compared to 01.~~91x~~03x during fiscal ~~2024~~2025.

4039

Segment Highlights - Fiscal Year 2026

Consulting & Engineering Services

•Revenue was $5,023 million, down 0.8% year-over-year (down 3.8% on an organic basis).

•Segment profit was $518 million, down 10.7% year-over-year, with a corresponding margin of 10.3%.

•Book-to-bill ratio of 1.10x, compared to 1.08x during fiscal 2025.

Global Infrastructure Services

•Revenue was $6,342 million, down 3.9% year-over-year (down 7.2% on an organic basis).

•Segment profit was $432 million, up 0.2% year-over-year, with a corresponding margin of 6.8%.

•Book-to-bill ratio of 0.94x, compared to 1.04x during fiscal 2025.

Insurance Software & Services

•Revenue was $1,279 million, up 5.4% year-over-year (up 3.6% on an organic basis).

•Segment profit was $129 million, down 20.4% year-over-year, with a corresponding margin of 10.1%.

•Book-to-bill ratio of 0.76x, compared to 0.77x during fiscal 2025.

Results of Operations

The following table provides financial data for fiscal ~~2025~~2026 and ~~2024~~2025:

	Fiscal Years Ended
(In millions, except per-share amounts)	March 31, ~~2025~~2026		March 31, ~~2024~~2025
Revenues	$	12,~~871~~644	$	1312,~~667~~871
Income before income taxes (1)	~~630~~318		~~109~~630
Income tax expense	~~234~~290		23234
Net income (1)	$	~~396~~28	$	86396
Diluted earnings per common share: (1)	$	2.10	$	0.46
Less: net income attributable to non-controlling interest, net of tax	10		7
Net income attributable to DXC common stockholders (1)	18		389
Diluted earnings per common share: (1)	$	0.10	$	2.10

(1) Income before income taxes, Net income, Net income attributable to DXC common stockholders, and Diluted earnings per common share include Pension and OPEB actuarial and settlement losses and (gains) ~~and losses~~ that were $~~(232)~~169 million and $~~445~~(232) million for the fiscal years ended March 31, ~~2025~~2026 and March 31, ~~2024~~2025, respectively.

Revenues

Our revenues by geography and operating segments are provided below:

	Fiscal Years Ended				Percentage Change		~~Fiscal Year Ended~~			Percentage of Revenuefor the Fiscal Year Ended
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		~~Percentage Change~~U.S.Dollars		Constant Currency ~~March 31, 2025~~(1)			~~Percentage~~March ~~Change~~31, ~~in Constant Currency(1)~~2026		March 31, 2025
Geographic Market
United States	$	3,~~560~~209	$	3,~~909~~560	(89.9)	%	$(9.9)	~~3,560~~	%	(825.9)4	%	27.7	%
United Kingdom	1,~~817~~862		1,~~881~~817		(32.4)5	%	~~1,791~~(2.4)		%	(414.8)7	%	14.1	%
Other Europe	4,~~128~~249		4,~~267~~128		(32.3)9	%	~~4,162~~(3.8)		%	(233.5)6	%	32.1	%
Australia	1,~~145~~093		1,~~261~~145		(94.25)	%	~~1,154~~(5.9)		%	(8.5)6	%	8.9	%
Other International	2,~~221~~231		2,~~349~~221		(50.4)5	%	~~2,347~~(0.7)		%	(017.1)6	%	17.3	%
Total Revenues	$	12,~~871~~644	$	1312,~~667~~871	(51.8)	%	$(4.9)	~~13,014~~	%	(4100.8)0	%	100.0	%
Reportable Segments
GBS	$	6,646	$	6,820	(2.6)	%	$	6,727		(1.4)	%
CES	$	5,023	$	5,062	(0.8)	%	(4.0)		%	39.7	%	39.3	%
GIS	6,~~225~~342		6,~~847~~596		(93.19)	%	~~6,287~~(7.2)		%	(850.2)	%	51.2	%
Total Revenues	$	12,871	$	13,667	(5.8)	%	$	13,014		(4.8)	%
Insurance	1,279		1,213		5.4	%	3.6		%	10.1	%	9.4	%
Total Revenues	$	12,644	$	12,871	(1.8)	%	(4.9)		%	100.0	%	100.0	%

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

~~Total~~For ~~revenue~~fiscal ~~for~~2026, ~~fiscal~~our ~~2025~~total revenue was $12.96 billion, a ~~decline~~decrease of $~~796~~227 million or 51.8%, compared to the prior fiscal year,. ~~primarily~~The ~~driven~~decrease byagainst the comparative period includes a 4.68% decline in organic revenue ~~and~~partially offset by a 13.01% ~~unfavorable~~favorable foreign currency exchange rate impact. Organic revenue is a non-GAAP measure, as discussed in our "Non-GAAP Financial Measures." In addition, for a discussion of risks associated with our foreign operations, see Part I, Item 1A - "Risk Factors."

Reportable Segment Results

Global Business Services

•Revenue was $6.6 billion, down 2.6% year-over-year (down 1.0% on an organic basis).

•Segment profit was $797 million, down 4.6% year-over-year, with a corresponding margin of 12.0%.

•Book-to-bill ratio of 1.03x, compared to 0.96x during fiscal 2024.

Global Infrastructure Services

•Revenue was $6.2 billion, down 9.1% year-over-year (down 8.2% on an organic basis).

•Segment profit was $451 million, up 4.2% year-over-year, with a corresponding margin of 7.2%.

•Book-to-bill ratio of 1.03x, compared to 0.86x during fiscal 2024.

Costs and Expenses

Our total costs and expenses were as follows:

	Dollar Amount
	Fiscal Years Ended				Change
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		Dollar		Percent
Costs of services (excludes depreciation and amortization and restructuring costs)	$	9,770	$	10,576	$	(806)	(7.6)	%
Costs of services	$	9,613	$	9,770	$	(157)	(1.6)	%
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	1,348		1,244		104		8.4
Selling, general and administrative	1,402		1,348		54		4.0
Depreciation and amortization	1,~~287~~160		1,~~404~~287		(~~117~~127)		(89.39)
Restructuring costs	~~153~~115		~~111~~153		42(38)		37(24.8)
Interest expense	~~265~~216		~~298~~265		(3349)		(1118.15)
Interest income	(~~199~~181)		(~~214~~199)		1518		(79.0)
Gain on disposition of businesses	~~(7)~~—		(797)		727		(91100.10)
Other (income) expense, net	(376)		218		(594)		(272.5)
Other expense (income), net	1		(376)		377		(100.3)
Total costs and expenses	$	12,~~241~~326	$	1312,~~558~~241	$	~~(1,317)~~85	(90.7)	%

Costs of Services

Costs of services, ~~("COS")~~excluding ~~were~~depreciation ~~$9.8~~and ~~billion~~amortization ~~for~~and ~~fiscal~~restructuring ~~2025~~costs ("COS"), aconsist ~~decrease~~ of ~~$806~~expenses ~~million~~directly ~~compared~~associated towith ~~the~~revenue-generating ~~prior fiscal year~~activities. ~~The~~These ~~decrease in~~ expenses ~~against~~primarily ~~the~~include ~~prior~~payroll ~~fiscal~~and ~~year~~related ~~was~~employee ~~primarily~~benefit ~~due~~costs, tosubcontractor ~~a decline in~~ costs ~~from~~and ~~lower~~other ~~revenue~~contract-related ~~levels~~expenses, ~~and~~as awell ~~reduction~~as intechnology, ~~professional~~facilities, ~~services~~ and ~~contractor-related~~other ~~expenses~~supporting ~~from~~infrastructure ~~our cost optimization efforts~~costs.

~~Gross~~COS ~~margin~~was ~~(Revenues~~$9.6 ~~less~~billion ~~COS~~for asfiscal 2026, a ~~percentage~~decrease of ~~revenue)~~$157 ~~was~~million ~~24.~~(-1.6%) ~~for~~compared ~~fiscal~~to ~~2025~~the prior-year period. The decline was primarily driven by a decrease in costs from lower revenue levels, anthe ~~increase~~alignment of ~~150~~business ~~basis~~development ~~points~~expenses ~~against~~to selling, general and administrative expenses in support of the ~~prior~~offering model, and a reduction in professional services and contractor-related expenses from our cost optimization initiatives, partially offset by an unfavorable foreign currency exchange rate impact. In connection with the Company’s new segment structure in fiscal ~~year~~2026, certain costs for personnel in non-client facing positions are now included in selling, general and administrative expenses.

Gross margin (Revenues less COS as a percentage of revenue) was 24.0% for fiscal 2026, a decline of 10 basis points against the prior fiscal year.

Selling, General and Administrative

Selling, general and administrative expense, excluding depreciation and amortization and restructuring costs ("SG&A") ~~was $1.3 billion for fiscal 2025~~, anconsist ~~increase~~ of ~~$104 million compared to~~ the ~~prior~~costs ~~fiscal~~associated ~~year.~~with ~~The~~personnel ~~increase~~ in ~~expenses~~non-client ~~against~~facing ~~the~~positions. ~~prior~~These ~~fiscal~~expenses ~~year~~primarily ~~was~~include ~~primarily~~payroll ~~due~~and torelated anemployee ~~alignment~~benefit ofcosts, business development ~~expenses~~efforts, ~~from~~marketing ~~COS in support of the offering model~~ and anadvertising ~~increase in transaction~~activities, ~~separation~~ and ~~integration-related~~other ~~(“TSI”) costs, partially offset by lower merger-related indemnification~~ expenses, ~~lower~~such ~~share-based~~as ~~compensation~~information systems and aoffice ~~gain from a legal settlement in fiscal 2025~~space.

SG&A aswas a$1,402 ~~percentage~~million for fiscal 2026, an increase of ~~revenue~~$54 ~~was~~million 10(+4.50%) ~~for~~compared to the prior-year period. The increase was primarily driven by the realignment of business development and certain other costs from COS, an unfavorable foreign currency exchange rate impact, and a gain from a legal settlement in the second quarter of fiscal 2025, anpartially ~~increase~~offset by lower levels of ~~140~~merger-related ~~basis~~indemnification ~~points~~expenses ~~against~~and ~~the~~transaction, ~~prior~~separation, and integration ("TSI") costs in fiscal ~~year~~2026.

SG&A as a percentage of revenue was 11.1% for fiscal 2026, an increase of 60 basis points against the prior fiscal year.

Depreciation and Amortization

Depreciation ~~expense~~and amortization was $~~351~~1,160 million for fiscal ~~2025~~2026, a decrease of $82127 million (-9.9%) compared to the prior ~~fiscal~~ -year period. ~~The~~Depreciation ~~decrease~~expense indecreased ~~depreciation~~by ~~expense~~$57 ~~was~~million ~~primarily~~ due to lower average net property and equipment balances. Amortization expense decreased by $70 million due to lower transition and transformation contract cost balances and lower software amortization.

Amortization expense was $936 million for fiscal 2025, a decrease of $35 million compared to the prior fiscal year. The decrease in amortization expense was primarily due to lower software amortization.

Restructuring Costs

During fiscal ~~2025~~2026, management approved global cost savings initiatives designed to better align our workforce, facility, and data center requirements. Total restructuring costs recorded, net of reversals, during fiscal ~~2025~~2026 were $~~153~~115 million, ana ~~increase~~decrease of $4238 million (-24.8%) compared to the prior fiscal year, primarily from a reduction in workforce-related expenses.

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

Interest Expense and Interest Income

~~For~~Net ~~fiscal 2025, net~~ interest expense (interest expense less interest income) was $6635 million for fiscal 2026, a decrease of $1831 million (-47.0%) as compared to the prior ~~fiscal~~ -year. The improvement was primarily from higher net interest income from our cash deposits and multi-currency notional pools and lower finance lease and asset financing costs, partially offset by higher interest expense on our Senior notes (see Note 10 - Debt).

The decrease in net interest expense against the comparative period was primarily due to decreased interest expense from lower levels of asset financing and commercial paper, and higher net interest income from cash deposits.42

Gain on Disposition of Businesses

During fiscal 2025 ~~and fiscal 2024~~, the Company sold insignificant businesses and made adjustments to estimated amounts from prior years’ dispositions that resulted in a gain of $7 million. ~~and~~The ~~$79 million,~~Company ~~respectively~~had no business dispositions during fiscal 2026.

Other Expense (Income) ~~Expense~~, Net

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

The components of ~~other~~Other expense (income) ~~expense~~, net were as follows:

	Fiscal Years Ended
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		Dollar Change
Non-service cost components of net periodic pension income	$	(~~160~~172)	$	(~~145~~160)	$	(1512)
Pension and OPEB actuarial and settlement (gains) losses	(232)		445		(677)
Pension and OPEB actuarial and settlement losses (gains)	169		(232)		401
Foreign currency gains	(42)		(74)		32
Loss (gain) on real estate and facility sales	23		(7)		30
Losses on real estate and facility sales	—		23		(23)
Other miscellaneous (gains) and losses	(3)		(68)		65
Other miscellaneous losses (gains)	6		(3)		9
Total	$	~~(376)~~1	$	~~218~~(376)	$	~~(594)~~377

43Other expense (income), net, increased $377 million compared to the prior fiscal year, primarily due to:

~~Other~~•pension (income) ~~expense, net, was $~~(~~376)~~$12 million) in- ~~fiscal~~increase ~~2025,~~in anet ~~change~~periodic ofpension ~~$594~~income, ~~million~~primarily ~~against~~due ~~the~~to ~~prior~~changes ~~fiscal~~in ~~year.~~expected ~~The~~returns ~~change~~on ~~against~~assets ~~the~~and ~~prior~~other ~~fiscal~~actuarial ~~year was primarily due to:~~assumptions;

•~~net~~pension ~~periodic~~and ~~pension~~OPEB ~~income~~actuarial ~~increased~~and bysettlement losses (gains) ($15401 million) - primarily due to ~~changes~~mark-to-market inadjustments ~~expected returns on assets~~ and other ~~actuarial~~settlement ~~assumptions~~losses (gains);

•~~pension~~foreign ~~and~~currency ~~OPEB~~impact ~~actuarial~~($2 ~~and~~million) ~~settlement~~- ~~(gains)~~change ~~losses~~in ~~were~~foreign ~~$(232)~~currency, ~~million~~primarily ~~and~~due ~~$445~~to ~~million,~~movements ~~respectively,~~of aexchange ~~change~~rates ofon ~~$677~~our ~~million~~foreign currency-denominated assets and liabilities, ~~from~~related ~~mark-~~hedges including forward contracts to~~-market~~ ~~adjustments~~manage our exposure to economic risk, and ~~other~~the ~~settlement~~cost ~~(gains)~~of ~~losses~~our hedging program;

•~~foreign~~real ~~currency~~estate ~~gains~~and ~~decreased~~facility sales ($323 million,) ~~primarily~~- ~~due~~losses ~~to movements of exchange rates~~ on ~~our~~real ~~foreign~~estate ~~currency-denominated assets~~ and ~~liabilities,~~facility ~~related~~sales ~~hedges~~in ~~including~~fiscal ~~forward contracts to manage our exposure to economic risk~~2025, ~~and~~with ~~the~~insignificant ~~cost~~net ofsales ~~our~~in ~~hedging~~fiscal ~~program~~2026;

•~~losses~~miscellaneous items (~~gains~~$9 million) on- ~~real~~the ~~estate~~Company ~~and~~recognized ~~facility~~a ~~were~~ $2314 million ~~and~~impairment ~~$(7)~~of ~~million,~~goodwill ~~respectively~~in the first quarter of fiscal 2026 related to the change in operating segments, partially offset by fewer impairment losses recognized in fiscal 2026 and a ~~change~~gain on the sale of ~~$30~~a ~~million;~~strategic investment in the second quarter of fiscal 2025.

•a decrease in other miscellaneous (gains) and losses of $65 million, primarily from impairment losses in fiscal 2025 and the gain on the sale of a strategic investment in fiscal 2024.

Taxes

Our effective tax rate ("ETR") on income (loss) from continuing operations, before taxes, for fiscal ~~2025~~2026 and ~~2024~~2025 was 3791.12% and 2137.1%, respectively. A reconciliation of the differences between the U.S. federal statutory rate and the ETR, as well as other information about our income tax provision, is provided in Note 14 - "Income Taxes."

In fiscal 2025, the ETR was primarily impacted by:

•The global mix of income and changes in foreign statutory tax rates, which increased the foreign tax rate differential and the ETR by $145 million and 23.0%, respectively.

•Income tax and foreign tax credits, which decreased income tax expense and the ETR by $84 million and 13.3%, respectively, offset by tax expense on U.S. international tax inclusions, which increased tax expense and the ETR by $59 million and 9.4%, respectively.

•The tax benefit of changes in uncertain tax positions related to the expiration of the statute of limitations and capitalized research and experimental expenditures, offset by the impact of increases in other uncertain tax positions and accrued interest, which decreased income tax expense and the ETR by $52 million and 8.3%, respectively.

In fiscal 2024, the ETR was primarily impacted by:

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

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

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

The Internal Revenue Service (the “IRS”) has examined, or is examining, the Company’s federal income tax returns for fiscal years 2009 through the tax year ended October 31, 2018. With respect to CSC’s fiscal years 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.

We have received notices of deficiency and a final partnership administrative adjustment with respect to fiscal years 2009, 2010, 2011 and 2013 and have timely filed petitions with the U.S. Tax Court.

The U.S. Tax Court cases generally involve three primary issues. The first issue pertains to a capital loss the Company claimed in fiscal year 2013 in the amount of $651 million, which the IRS subsequently disallowed, and for which it proposed a substantial understatement penalty. The total cash tax payment the IRS is seeking is approximately $469 million, inclusive of penalties and interest, which continues to accrue. The matter is currently scheduled for trial in August 2025.43

44The U.S. Tax Court cases generally involve three primary issues. The first issue pertains to a capital loss the Company claimed in fiscal year 2013 in the amount of $651 million, which the IRS subsequently disallowed, and for which it proposed a substantial understatement penalty. The total cash tax payment the IRS is seeking is approximately $503 million, inclusive of penalties and interest, which continues to accrue. The U.S. Tax Court held a trial on this matter in two sessions in August and October 2025. Post-trial briefing concluded in April 2026. A decision from the court is now pending.

The second issue pertains to the Company’s deduction for restructuring expenses in fiscal year 2013 in the amount of $~~146~~139 million, which the IRS has disputed. The total cash tax payment the IRS is seeking is approximately $~~101~~108 million, inclusive of penalties and interest, which continues to accrue. In January 2025, the Court denied the IRS’s motion for summary judgment. A trial date is pending.

The third issue primarily pertains to foreign currency losses from 2009 that the Company claimed in fiscal years 2010 and 2011 in the amount of $~~165~~163 million, resulting from the depreciation of the U.S. dollar against the Euro over an eight-year period (from 2001 to 2009) upon termination of a partnership interest involving two entities with different functional currencies. The total cash tax payment the IRS is seeking is approximately $~~124~~125 million, inclusive of penalties and interest, which continues to accrue. ~~This~~In ~~matter~~March is2026, ~~currently~~the ~~pending~~Court agranted the IRS’ motion for summary judgment. ~~motion~~A ~~from~~final decision on the ~~IRS~~Company’s tax liability is pending. During the current year, the Company increased its accrual to fully reserve the net amount of its expected tax liability in this matter.

As we believe we will ultimately prevail on the technical merits of the ~~disagreed~~first ~~items~~and second issues above and are ~~challenging~~continuing to challenge them in the U.S. Tax Court, the ~~above~~first ~~matters~~and second issues are not fully reserved and would result in incremental federal and state tax expense of approximately $~~544~~523 million (including estimated interest and penalties) for the unreserved portion of these items, ~~and~~if we do not prevail. The total cash tax ~~payments~~exposure ofacross ~~approximately~~all ~~$623~~three ~~million~~issues ifabove weis doapproximately ~~not~~$655 ~~prevail~~million. These amounts are net of an expected $7181 million interest deduction tax benefit.

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 Company has agreed to extend the statute of limitations for fiscal and tax return years 2014 through 2021 to December 31, ~~2025~~2027. The Company expects to reach resolution for fiscal and tax return years 2009 through 2011 no earlier than fiscal year ~~2026~~2027. The Company expects to reach resolution for 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 fiscal year ~~2026~~2027.

The Company may settle certain other tax examinations for different amounts than the Company has accrued as uncertain tax positions. Consequently, the Company may need to accrue and ultimately pay additional amounts or pay lower amounts than previously estimated and accrued when positions are settled in the future. The Company believes the outcomes that are reasonably possible within the next 12 months to result in a reduction in its liability for uncertain tax positions, excluding interest, penalties, and tax carryforwards, would be approximately $2 million.

Earnings Per Share (EPS)

Diluted EPS for fiscal ~~2025~~2026 was $20.10, ana ~~increase~~decrease of $12.6400 compared to the prior fiscal year. The ~~increase~~decrease in diluted EPS against the prior fiscal year was primarily due to anthe ~~increase~~Company's decrease in net income attributable to DXC common stockholders ~~and~~partially offset by a lower weighted average share count from the Company’s share repurchases.

Diluted EPS for fiscal ~~2025~~2026 includes $0.6551 per share of restructuring costs, $0.1102 per share of transaction, separation and integration-related costs, $1.4756 per share of amortization of acquired intangible assets, $(0.0219) per share of merger-related indemnification, $(0.0901) per share of ~~impairment~~gains ~~losses~~on real estate, facility sales, and dispositions, $(0.~~05)~~01 per share of ~~net~~debt ~~gains~~extinguishment ~~on dispositions~~costs, $0.0807 per share of ~~net~~impairment losses ~~on real estate and facility sales~~, $(0.~~89)~~73 per share of pension and OPEB actuarial and settlement ~~gains~~losses, and $(0.~~09)~~45 per share of tax adjustments primarily relating to tax ~~adjustments~~litigation matters, to impair or recognize certain deferred tax assets, and adjustments for changes in tax legislation.

4544

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 as well as gains and losses on certain dispositions and certain tax adjustments.

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.

4645

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

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

	Dollar Amount
	Fiscal Years Ended				Change
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		Dollar (1)		Percent (1)
Income before income taxes	$	~~630~~318	$	~~109~~630	$	~~521~~(312)	NM(2)
Non-GAAP income before income taxes	$	~~953~~936	$	~~925~~953	$	28(17)	3(1.08)	%
Net income	$	~~396~~28	$	86396	$	~~310~~(368)	NM(2)
Adjusted EBIT	$	~~1,019~~970	$	1,~~009~~019	$	10(49)	1(4.08)	%

(1) The dollar and percent change for Income before income taxes and Net income include Pension and OPEB actuarial and settlement losses and (gains) ~~and losses~~ that were $~~(232)~~169 million and $~~445~~(232) million for the fiscal years ended March 31, ~~2025~~2026 and March 31, ~~2024~~2025, respectively.

(2) Calculation is not meaningful ("NM") due to inclusion of Pension and OPEB actuarial and settlement ~~gains~~losses and ~~losses~~(gains).

4746

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.

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

•Merger related indemnification – ~~in fiscal 2025 and fiscal 2024,~~ represents the Company’s estimate of potential net liability ~~to HPE~~ for tax related indemnifications.

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

•Gains and losses on real estate and facility sales – gains and losses related to dispositions of real property.~~(1)~~

•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~~Debt ~~adjustments~~extinguishment costs – ~~discrete~~costs ~~tax~~associated ~~adjustments~~with toearly ~~impair or recognize certain deferred tax assets~~retirement, ~~adjustments for changes in tax legislation~~redemption, ~~and~~repayment ~~adjustments~~or torepurchase ~~transition tax. Income tax expense (benefit) from the impact~~ of ~~mergers~~debt and ~~divestitures~~debt-like isitems ~~separately~~including ~~computed~~any ~~based~~breakage, ~~on the underlying transaction. Income tax expense of all other (non~~make-~~discrete)~~whole ~~non-GAAP~~premium, ~~adjustments~~prepayment ispenalty ~~computed~~or bysimilar ~~applying~~costs ~~the~~as ~~jurisdictional~~well ~~tax~~as ~~rate~~solicitation toand ~~the~~other ~~pre-tax~~legal ~~adjustments~~and onadvisory ~~a jurisdictional basis~~expenses.

~~(1)~~•Tax ~~Starting~~adjustments in– ~~the~~discrete ~~fiscal~~tax ~~quarter~~adjustments ~~ended~~to ~~September~~impair ~~30,~~or ~~2024,~~recognize ~~the~~certain ~~Company’s~~deferred ~~reported~~tax ~~non-GAAP~~assets, ~~financial~~adjustments ~~results~~for ~~reflect~~changes anin ~~adjustment~~tax ~~for~~legislation, ~~gains~~tax litigation matters, and ~~losses~~adjustments onto ~~real~~transition ~~estate~~tax. ~~and~~Income ~~facilities~~tax ~~dispositions,~~expense ~~which~~(benefit) from the ~~Company’s~~impact ~~current~~of ~~management~~mergers ~~believes~~and ~~are~~divestitures ~~not~~is ~~reflective~~separately ofcomputed ~~the~~based ~~core~~on ~~operating~~the ~~performance~~underlying oftransaction. ~~our~~Income ~~business.~~tax ~~For~~expense ~~comparability~~of ~~purposes,~~all ~~historical~~other (non-discrete) non-GAAP ~~financial~~adjustments ~~measures~~is ~~set~~computed ~~forth~~by ~~herein~~applying ~~have~~the ~~been~~jurisdictional ~~recast~~tax rate to ~~reflect~~the ~~this~~pre-tax ~~change,~~adjustments ~~which~~on ~~included~~a ~~gains~~jurisdictional onbasis. ~~dispositions~~In offiscal ~~real~~2026, ~~property~~includes ofthe ~~approximately~~unfavorable $7summary ~~million~~judgment ~~for~~in ~~the~~a ~~fiscal~~tax ~~year~~matter ~~ended~~relating ~~March~~to ~~31,~~a ~~2024~~foreign exchange tax case.

4847

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

	Fiscal Year Ended March 31, 2025
	Fiscal Year Ended March 31, 2026
(in millions, except per-share amounts)	AsReported			RestructuringCosts		Transaction, Separation ~~and Integration~~andIntegration-Related Costs		Amortizationof AcquiredIntangibleAssets		Merger Related Indemnification		~~ImpairmentLosses~~(Gains) and Losses onReal Estate, Facility Salesand Dispositions		~~Gains~~Debt ~~andLosses onDispositions~~ExtinguishmentCosts		~~Gains and Losses on Real Estate and Facility Sales~~ImpairmentLosses		Pension andOPEB Actuarialand ~~SettlementGains~~Settlement(Gains) andLosses		Tax Adjustment		Non-GAAP Results
Income before income taxes	~~630~~318			~~153~~115		253		~~348~~349		2(35)		17(1)		~~(13)~~1		2317		~~(232)~~169		—		~~953~~936
Income tax expense	~~234~~290			3324		5—		7771		6(1)		1		~~(3)~~—		95		~~(66)~~37		17(80)		~~313~~347
Net income	~~396~~28			~~120~~91		203		~~271~~278		(434)		16(2)		~~(10)~~1		1412		~~(166)~~132		~~(17)~~80		~~640~~589
Less: net income attributable to non-controlling interest, net of tax	710			—		—		—		—		—		—		—		~~(1)~~2		—		612
Net income attributable to DXC common stockholders	$	~~389~~18		$	~~120~~91	$	203	$	~~271~~278	$	(434)	$	16(2)	$	~~(10)~~1	$	1412	$	~~(165)~~130	~~(17)~~80		$	~~634~~577
Effective Tax Rate	3791.12		%																			3237.81		%
Basic EPS	$	20.1510		$	0.6652	$	0.1102	$	1.5059	$	(0.0219)	$	(0.0901)	$	(0.~~06)~~01	$	0.0807	$	(0.~~91)~~74	$	(0.~~09)~~46	$	3.5130
Diluted EPS	$	20.10		$	0.6551	$	0.1102	$	1.4756	$	(0.0219)	$	(0.0901)	$	(0.~~05)~~01	$	0.0807	$	(0.~~89)~~73	$	(0.~~09)~~45	$	3.4323
Weighted average common shares outstanding for:
Basic EPS	~~180~~175.6802			~~180~~175.6802		~~180~~175.6802		~~180~~175.6802		~~180~~175.6802		~~180~~175.6802		~~180~~175.6802		~~180~~175.6802		~~180~~175.6802		~~180~~175.6802		~~180~~175.6802
Diluted EPS	~~184~~178.9265			~~184~~178.9265		~~184~~178.9265		~~184~~178.9265		~~184~~178.9265		~~184~~178.9265		~~184~~178.9265		~~184~~178.9265		~~184~~178.9265		~~184~~178.9265		~~184~~178.9265

	Fiscal Year Ended March 31, 2024
	Fiscal Year Ended March 31, 2025
(in millions, except per-share amounts)	AsReported			RestructuringCosts		Transaction,Separation andIntegration-Related Costs		Amortizationof ~~AcquiredIntangible Assets~~AcquiredIntangibleAssets		Merger Related Indemnification		~~Impairment~~(Gains) and Losses onReal Estate, Facility Salesand Dispositions		~~Gains andLosses onDispositions~~ImpairmentLosses		~~Gains~~Pension ~~and~~andOPEB ~~Losses~~Actuarialand onSettlement(Gains) ~~Real Estate and Facility Sales~~andLosses		~~Pension~~Tax ~~andOPEB Actuarialand SettlementGains andLosses~~Adjustment		~~TaxAdjustment~~Non-GAAPResults			~~Non-GAAPResults~~
Income before income taxes	~~109~~630			~~111~~153		725		~~354~~348		162		510		~~(115)~~17		(7232)		~~445~~—		—953			~~925~~
Income tax expense	23234			2333		15		7577		146		16		~~(26)~~1		(266)		~~109~~17		97313			~~315~~
Net income	86396			88120		620		~~279~~271		2(4)		4		~~(89)~~16		(5166)		~~336~~(17)		~~(97)~~640			~~610~~
Less: net loss attributable to non-controlling interest, net of tax	(5)			—		—		—		—		(4)		—		—		2		—			(7)
Less: net income attributable to non-controlling interest, net of tax	7			—		—		—		—		—		—		(1)		—		6
Net income attributable to DXC common stockholders	$	91389		$	88120	$	620	$	~~279~~271	$	2(4)	$	84	$	~~(89)~~16	$	(5165)	$	~~334~~(17)	$	~~(97)~~634		$	~~617~~
Effective Tax Rate	2137.1		%																	32.8		%	~~34.1~~		%
Basic EPS	$	02.4615		$	0.4566	$	0.0311	$	1.4250	$	(0.0102)	$	0.0402	$	(0.~~45)~~09	$	(0.0391)	$	1(0.7109)	$	(03.~~50)~~51		$	~~3.15~~
Diluted EPS	$	02.4610		$	0.4465	$	0.0311	$	1.4047	$	(0.0102)	$	0.0402	$	(0.~~45)~~09	$	(0.0389)	$	1(0.6809)	$	(03.~~49)~~43		$	~~3.10~~
Weighted average common shares outstanding for:
Basic EPS	~~195~~180.8068			~~195~~180.8068		~~195~~180.8068		~~195~~180.8068		~~195~~180.8068		~~195~~180.8068		~~195~~180.8068		~~195~~180.8068		~~195~~180.8068		~~195~~180.8068			~~195.80~~
Diluted EPS	~~198~~184.7892			~~198~~184.7892		~~198~~184.7892		~~198~~184.7892		~~198~~184.7892		~~198~~184.7892		~~198~~184.7892		~~198~~184.7892		~~198~~184.7892		~~198~~184.7892			~~198.78~~

4948

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

	Fiscal Years Ended
	March 31, 2025		March 31, 2024
	March 31, 2026		March 31, 2025
Total revenue growth	(51.8)	%	(5.38)	%
Foreign currency	1(3.01)	%	(01.7)0	%
Acquisitions and divestitures	0.21	%	10.92	%
Organic revenue growth	(4.68)	%	(4.16)	%
GBS revenue growth	(2.6)	%	(2.0)	%
CES revenue growth	(0.8)	%	(4.0)	%
Foreign currency	1(3.2)	%	(01.4)1	%
Acquisitions and divestitures	0.42	%	30.83	%
GBS organic revenue growth	(1.0)	%	1.4	%
CES organic revenue growth	(3.8)	%	(2.6)	%
GIS revenue growth	(93.19)	%	(8.38)	%
Foreign currency	0(3.93)	%	(1.0)1	%
Acquisitions and divestitures	—	%	0.2	%
GIS organic revenue growth	(7.2)	%	(7.5)	%
Insurance revenue growth	5.4	%	4.3	%
Foreign currency	(1.8)	%	0.4	%
Acquisitions and divestitures	—	%	—	%
GIS organic revenue growth	(8.2)	%	(9.3)	%
Insurance organic revenue growth	3.6	%	4.7	%

Reconciliations of net income to adjusted EBIT are as follows:

	Fiscal Years Ended
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025
Net income	$	396	$	86
Total profit for reportable segments	$	1,079	$	1,173
Income tax expense	234		23
Corporate expenses	(109)		(154)
Interest income	(199)		(214)
Adjusted EBIT	970		1,019
Interest expense	265		298
Restructuring costs	(115)		(153)
EBIT	696		193
Transaction, separation and integration-related costs	(3)		(25)
Restructuring costs	153		111
Amortization of acquired intangible assets	(349)		(348)
Transaction, separation and integration-related costs	25		7
Merger-related indemnification	35		(2)
Amortization of acquired intangible assets	348		354
Gains on dispositions	1		13
Merger-related indemnification	2		16
Losses on real estate and facility sales	—		(23)
Gains on dispositions	(13)		(115)
Impairment losses	(17)		(17)
Losses (gains) on real estate and facility sales	23		(7)
Pension and OPEB actuarial and settlement (losses) gains	(169)		232
Impairment losses	17		5
EBIT	353		696
Pension and OPEB actuarial and settlement (gains) losses	(232)		445
Interest income	181		199
Adjusted EBIT	$	1,019	$	1,009
Interest expense	(216)		(265)
Income before income tax	318		630
Income tax expense	(290)		(234)
Net income	$	28	$	396

5049

Liquidity and Capital Resources

Cash and Cash Equivalents and Cash Flows

As of March 31, ~~2025~~2026, our cash and cash equivalents ("cash") were $1.87 billion, of which $0.8 billion was held outside of the U.S. We maintain various multi-currency, multi-entity, cross-border, physical and notional cash pool arrangements with various counterparties to manage liquidity efficiently that enable participating subsidiaries to draw on the Company’s pooled resources to meet liquidity needs.

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

We have $0.2 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 $0.2 billion held by majority owned consolidated subsidiaries where third parties or public shareholders hold minority interests.

The following table summarizes our cash flow activity:

Fiscal Year Ended

(in millions)

March 31, ~~2025~~2026

March 31, ~~2024~~2025

Change

Net cash provided by (used in):

Operating activities

1,~~398~~248

1,~~361~~398

37(150)

Investing activities

(~~512~~484)

(~~491~~512)

~~(21)~~28

Financing activities

(~~317~~776)

(~~1,487~~317)

~~1,170~~(459)

Effect of exchange rate changes on cash and cash equivalents

3(47)

~~(17)~~3

20(50)

Net increase (decrease) in cash and cash equivalents

~~572~~(59)

~~(634)~~572

~~1,206~~(631)

Cash and cash equivalents at beginning of year

1,~~224~~796

1,~~858~~224

Cash and cash equivalents at end of year

1,~~796~~737

1,~~224~~796

Operating cash flow

Net cash provided by operating activities was $1,~~398~~248 million and $1,~~361~~398 million, respectively, in fiscal ~~2025~~2026 and fiscal ~~2024~~2025, reflecting a year-over-year ~~increase~~decrease of $37150 million. Operating cash flow against the comparative period included:

•ana ~~increase~~decrease in net income, net of adjustments of $48132 million; ~~partially offset by~~and

•a $1118 million unfavorable change in working capital due to higher working capital outflows during fiscal ~~2025~~2026.

The following table contains certain key working capital metrics:

	Three months ended
	March 31, 2025	March 31, 2024	March 31, 2023
	March 31, 2026	March 31, 2025	March 31, 2024
Days of sales outstanding in accounts receivable	6867	6968	6769
Days of purchases outstanding in accounts payable	(4345)	(6443)	(5164)
Cash conversion cycle	2522	525	165

5150

Investing cash flow

Net cash used in investing activities was $~~512~~484 million and $~~491~~512 million, respectively, in fiscal ~~2025~~2026 and fiscal ~~2024~~2025, reflecting a year-over-year change of $2128 million. The change was primarily due to:

•a $~~106~~176 million ~~year-over-year~~decrease ~~increase~~ in ~~cash outflows from~~ capital expenditures primarily from lower levels of software purchased and developed; partially offset by

•ana ~~increase~~decrease in proceeds from sale of assets of $86126 million., and

•$26 million in cash inflows from business dispositions in fiscal 2025 that did not occur in fiscal 2026.

Financing cash flow

Net cash used in financing activities was $~~317~~776 million and $~~1,487~~317 million, respectively, in fiscal ~~2025~~2026 and fiscal ~~2024~~2025, reflecting a year-over-year change of $~~1,170~~459 million. The change was primarily due to:

•anprincipal ~~$899 million~~payments ~~decrease~~on inlong ~~cash~~term ~~used~~debt, ~~for~~net ~~share~~of ~~repurchase~~proceeds ~~activity~~from ~~and~~bond ~~related~~issuance ~~taxes~~in ~~paid~~fiscal on2026 ~~net~~of ~~share~~$320 ~~settlements;~~million,

•a $~~132~~229 million ~~decrease~~increase in ~~payments~~cash onused ~~capital leases and borrowings~~ for ~~asset~~share ~~financings,~~repurchase asactivity ~~the~~and ~~Company~~related ~~continues~~taxes ~~reducing~~paid ~~the~~on ~~volume~~net ofshare ~~these~~settlements, ~~financing arrangements;~~and

•a $~~101~~22 million decrease in cash ~~outflows~~inflows from ~~commercial~~other ~~paper~~financing ~~payments,~~activities; ~~net~~partially ofoffset ~~borrowings; and~~by

•a $38110 million ~~increase~~decrease in ~~cash~~payments ~~inflows~~on ~~from~~capital ~~other~~leases and borrowings for asset financings, as the Company continues reducing the volume of these financing ~~activities~~arrangements.

Debt Financing

The following table summarizes our total debt:

As of

(in millions)

March 31, ~~2025~~2026

March 31, ~~2024~~2025

Short-term debt and current maturities of long-term debt

~~880~~520

~~271~~880

Long-term debt, net of current maturities

23,~~996~~032

32,~~818~~996

Total debt

3,~~876~~552

43,~~089~~876

The $~~213~~324 million decrease in total debt during fiscal ~~2025~~2026 was primarily ~~due~~attributable to ~~the~~principal payments on long-term debt, net of proceeds from our bond issuance in fiscal 2026 (see Note 10 - "Debt”), decreases in finance lease liabilities and borrowings for asset financing. ~~The~~attributable ~~$609~~to ~~million~~payments ~~increase~~exceeding inminimal ~~short-term~~additions, ~~debt~~partially ~~and~~offset ~~current~~by ~~maturities~~the impact of ~~long-term debt reflects~~ the ~~fiscal~~foreign ~~year~~currency ~~2026~~exchange ~~maturity~~rate of ~~the~~U.S. ~~€650~~dollar ~~million~~against ~~senior~~the ~~note~~Euro.

We were in compliance with all financial covenants associated with our borrowings as of March 31, ~~2025~~2026 and March 31, ~~2024~~2025.

As of March 31, ~~2025~~2026, our credit ratings were as follows:

Rating Agency

Long Term Ratings

Short Term Ratings

Outlook

Fitch

BBB-

F-23

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

5251

Liquidity

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

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

Our liquidity of $54.0 7 billion as of March 31, ~~2025~~2026, includes $1.87 billion of cash and cash equivalents and $3.2 0 billion of available borrowings under our revolving credit facility. On ~~November~~October 123, ~~2024~~2025, the Company ~~extended~~amended ~~the~~its ~~term of our~~ revolving credit facility, extending the maturity date to November 1, ~~2029~~2030 and reducing the total available borrowings to $3.0 billion as a result of rationalizing its bank group. The Company believes this revised facility continues to provide ample financial flexibility to support our operating and strategic objectives.

Share Repurchases

See Note 15 - "Stockholders' Equity."

Dividends

To maintain our financial flexibility, we continued to suspend payment of quarterly dividends for fiscal ~~2025~~2026.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to arrangements that include guarantees, the receivables sales facility and certain other financial instruments with off-balance sheet risk, such as letters of credit and surety bonds. We also use performance letters of credit to support various risk management insurance policies. No liabilities related to these arrangements are reflected in the Company's balance sheets. See Note 4 - "Receivables" and Note 2021 - "Commitments and Contingencies" for additional information regarding these off-balance sheet arrangements.

Cash Commitments

For a description of the Company’s cash commitments to debt, leases, pension and other benefit plans, and minimum purchase commitments, refer to “Note 10 - Debt,” Note 5 - "Leases,” "Note 2021 - Commitments and Contingencies," and “Note 13 - Pension and Other Benefit Plans,” for the estimated future benefit payments under our Pension and OPEB plans.

~~Our other cash commitments as of March 31, 2025, were as follows:~~ 52

(in millions)	Less than 1 year		2-3 years		4-5 years		More than5 years		Total
U.S. Tax Reform - Transition Tax(1)	—		(37)		—		—		(37)
Interest payments(2)	53		57		20		12		142
Total	$	53	$	20	$	20	$	12	$	105

Our other cash commitments as of March 31, 2026, were as follows:


(in millions)	Less than 1 year		2-3 years		4-5 years		More than 5 years		Total




U.S. Tax Reform - Transition Tax(1)	—		(37)		—		—		(37)


Interest payments(2)	61		104		77		7		249
Total	$	61	$	67	$	77	$	7	$	212

(1) The transition tax is payable over eight years. We have remitted the first seven installment payments. Our remaining liability from the originally computed transition tax in 2018 is $71 million. We are in the process of amending our tax return for historical transactions and other adjustments which are expected to reduce our overall transition tax obligation by approximately $108 million, resulting in a net refund due of $37 million.

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

Critical Accounting Estimates

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

Revenue Recognition

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

Contracts with multiple performance obligations

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

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

Contract modifications

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

Costs to obtain contracts with customers

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

Income Taxes

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

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

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

As of March 31, ~~2025~~2026, the Company had undistributed earnings from foreign subsidiaries that were not indefinitely reinvested and had a deferred tax liability of $32 16 million for the estimated taxes associated with the repatriation of these earnings. The Company also had undistributed earnings ~~of approximately $1.4 billion~~ and other outside basis differences in foreign subsidiaries that were indefinitely reinvested infor ~~foreign~~which ~~operations.~~no No taxes have been provided onand the ~~undistributed~~quantification ~~foreign~~of ~~earnings~~the ~~and~~deferred ~~outside~~tax ~~basis~~liability, ~~differences~~if ~~that~~any, ~~are~~was ~~indefinitely~~not ~~reinvested~~practicable. If future events, including material changes in estimates of cash, working capital and long-term investment requirements, necessitate that these earnings be distributed, an additional provision for taxes may apply, which could materially affect our future effective tax rate.

Considerations impacting the recoverability of deferred tax assets include the period of expiration of the tax asset, planned use of the tax asset, historical and projected taxable income as well as deferred tax liabilities for the tax jurisdiction to which the tax asset relates. In determining whether the deferred tax assets are realizable, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent results of financial operations. We recorded a valuation allowance against deferred tax assets of approximately $2.2 billion as of March 31, 2025, due to uncertainties related to the ability to utilize these assets. However, valuation allowances are subject to change in future reporting periods due to changes in various factors such as when inputs or estimates used in determining valuation allowances significantly change or upon the receipt of new information. 54

55Considerations impacting the recoverability of deferred tax assets include the period of expiration of the tax asset, planned use of the tax asset, historical and projected taxable income as well as deferred tax liabilities for the tax jurisdiction to which the tax asset relates. In determining whether the deferred tax assets are realizable, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, taxable income in prior carryback years, projected future taxable income, tax planning strategies and recent results of financial operations. We recorded a valuation allowance against deferred tax assets of approximately $2.4 billion as of March 31, 2026, due to uncertainties related to the ability to utilize these assets. However, valuation allowances are subject to change in future reporting periods due to changes in various factors such as when inputs or estimates used in determining valuation allowances significantly change or upon the receipt of new information.

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

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

Defined Benefit Plans

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

Our weighted average rates used for determining net periodic pension cost were:

	March 31, 2025		March 31, 2024
	For Fiscal Years Ended
Discount rates	4.4	%	4.5	%
	March 31, 2026		March 31, 2025
Expected long-term rates of return on assets	6.3	%	6.0	%
Discount rates	5.1	%	4.4	%
Expected long-term rates of return on assets	6.7	%	6.3	%

The assumption for the expected long-term rate of return on plan assets is impacted by the expected asset mix of the plan; judgments regarding the correlation between historical ~~excess returns~~ and future ~~excess~~outperformance ~~returns~~due to active management of the investments and expected investment expenses. The discount rate assumption is based on current market rates for high-quality, fixed income debt instruments with maturities similar to the expected duration of the benefit payment period. The following table provides the impact that changes in the weighted-average assumptions would have had on our net periodic pension benefits and settlement and contractual termination charges for fiscal ~~2025~~2026:

(in millions)	Change	Approximate Change in Net Periodic Pension Expense		Approximate Change in Settlement, Contractual Termination, and Mark-to-Market Charges
Expected long-term return on plan assets	50 basis points	$	(3635)	$	3635
Expected long-term return on plan assets	(50) basis points	$	3635	$	(3635)
Discount rate	50 basis points	$	109	$	(~~363~~352)
Discount rate	(50) basis points	$	(1211)	$	~~400~~386

5655

Valuation of Assets

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

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

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

Assumptions and Estimates Used to Analyze Contingencies and Litigation

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

5756

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

Foreign Currency Risk

We are exposed to both favorable and unfavorable movements in foreign currency exchange rates. In the ordinary course of business, we enter into contracts denominated in foreign currencies. Exposure to fluctuations in foreign currency exchange rates arising from these contracts is analyzed during the contract bidding process. We generally manage these contracts by incurring costs in the same currency in which revenues are received and any related short-term contract financing requirements are met by borrowing in the same currency. Thus, by generally matching revenues, costs and borrowings to the same currency, we are able to mitigate a portion of the foreign currency risk to earnings. However, due to our increased use of offshore labor centers, we have become more exposed to fluctuations in foreign currency exchange rates. We experienced significant foreign currency fluctuations during fiscal ~~year~~2025, ~~2024~~driven ~~due~~ primarily toby ~~the~~ volatility ofin the ~~Euro,~~ British Pound, and ~~Australian~~other ~~Dollar~~foreign currencies in ~~relation~~the Americas relative to the U.S. dollar. ~~Significant~~Likewise, ~~foreign~~in ~~currency~~Fiscal ~~fluctuations~~2026, ~~continued~~we toencountered ~~impact~~notable ~~the~~currency ~~U.S~~volatility, ~~dollar during fiscal 2025 due~~ primarily, toresulting ~~the~~from ~~volatility~~changes ofin the Euro, British Pound and ~~other~~Australian ~~foreign~~Dollar ~~currencies~~against in the ~~Americas~~U.S. dollar.

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

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than U.S. dollar; see Note 11 - "Revenue." During fiscal ~~2025~~2026, approximately 7275% of our revenues were generated outside of the United States. For the year ended March 31, ~~2025~~2026, a hypothetical 10% increase (decrease) in the value of the U.S. dollar against all currencies would have decreased (increased) revenues by approximately 7.25%, or $0.9 billion. The majority of this fluctuation would be offset by expenses incurred in local currency. To the extent that we were not able to match local currency revenues with local currency expenses, there would be an impact to our results of operations and cash flows.

Interest Rate Risk

As of March 31, ~~2025~~2026, we had outstanding debt with varying maturities for an aggregate carrying amount of $3.96 billion, of which none was floating interest rate debt. As of March 31, ~~2025~~2026, an assumed 10% unfavorable change in interest rates would not be material to our consolidated results of operations or cash flows. A change in interest rates related to our long-term debt would not have a material impact on our balance sheet as we do not record our debt at fair value.

5857

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)			6059
Consolidated Balance Sheets as of March 31, 2025 and March 31, 2024			62
Consolidated Balance Sheets as of March 31, 2026 and March 31, 2025			61
Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2025, March 31, 2024 and March 31, 2023			63
Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2026, March 31, 2025 and March 31, 2024			62
Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended March 31, 2025, March 31, 2024 and March 31, 2023			64
Consolidated Statements of Comprehensive (Loss) Income for the Fiscal Years Ended March 31, 2026, March 31, 2025 and March 31, 2024			63
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2025, March 31, 2024 and March 31, 2023			65
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2026, March 31, 2025 and March 31, 2024			64
Consolidated Statements of Changes in Equity for the Fiscal Years Ended March 31, 2025, March 31, 2024 and March 31, 2023			67
Consolidated Statements of Changes in Equity for the Fiscal Years Ended March 31, 2026, March 31, 2025 and March 31, 2024			65
Notes to Consolidated Financial Statements
Note 1–Summary of Significant Accounting Policies			6866
Note 2–Divestitures			7877
Note 3–Earnings (Loss) Per Share			79
Note 3–Earnings Per Share			77
Note 4–Receivables			8079
Note 5–Leases			8079
Note 6–Derivative Instruments			8382
Note 7–Property and Equipment			8584
Note 8–Intangible Assets			8685
Note 9–Goodwill			8685
Note 10–Debt			8887
Note 11–Revenue			88
Note 12–Restructuring Costs			9190
Note 13–Pension and Other Benefit Plans			9290
Note 14–Income Taxes			9897
Note 15–Stockholders' Equity			~~106~~107
Note 16–Stock Incentive Plans			~~107~~108
Note 17–Cash Flows			~~111~~112
Note 18–Other (Income) Expense, Net			111
Note 18–Other Expense (Income), Net			112
Note 19–Segment and Geographic Information			~~111~~113
Note 20–Commitments and Contingencies			114
Note 20–Other Liabilities			116
Note 21–Commitments and Contingencies			117

5958

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of

DXC Technology Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DXC Technology Company and subsidiaries (the "Company") as of March 31, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in equity, for each of the three years in the period ended March 31, ~~2025~~2026, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, ~~2025~~2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 147, ~~2025~~2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matter

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

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

Critical Audit Matter Description

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

6059

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

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

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

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

/s/ Deloitte & Touche LLP

McLean, Virginia

May 147, ~~2025~~2026

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

6160

DXC TECHNOLOGY COMPANY

CONSOLIDATED BALANCE SHEETS

As of

(in millions, except per share and share amounts)

March 31, ~~2025~~2026

March 31, ~~2024~~2025

ASSETS

Current assets:

Cash and cash equivalents

1,~~796~~737

1,~~224~~796

Receivables and contract assets, net of allowance for doubtful accounts of $32 and $35

2,972

3,253

Receivables and contract assets, net of allowance for doubtful accounts of $27 and $32

2,973

2,972

Prepaid expenses

~~477~~526

~~512~~477

Other current assets

~~118~~126

~~146~~118

Total current assets

5,~~363~~362

5,~~135~~363

Intangible assets, net of accumulated amortization of $6,241 and $5,792

1,642

2,130

Intangible assets, net of accumulated amortization of $5,977 and $6,241

1,612

1,642

Operating lease assets, net

~~635~~663

~~731~~635

Goodwill

~~526~~527

~~532~~526

Deferred income taxes, net

~~819~~802

~~804~~819

Property and equipment, net of accumulated depreciation of $3,409 and $3,515

1,253

1,671

Property and equipment, net of accumulated depreciation of $3,229 and $3,409

1,122

1,253

Other assets

2,~~967~~802

2,~~857~~967

Assets held for sale - non-current

—

Total Assets

12,890

13,205

Total Assets

13,205

13,871

LIABILITIES and EQUITY

Current liabilities:

Short-term debt and current maturities of long-term debt

~~880~~520

~~271~~880

Accounts payable

~~549~~561

~~846~~549

Accrued payroll and related costs

~~571~~564

~~558~~571

Operating lease liabilities

~~227~~232

~~282~~227

Accrued expenses and other current liabilities

1,~~358~~261

1,~~437~~358

Deferred revenue and advance contract payments

~~762~~748

~~866~~762

Income taxes payable

6453

~~134~~64

Total current liabilities

43,~~411~~939

4,~~394~~411

Long-term debt, net of current maturities

23,~~996~~032

32,~~818~~996

Non-current deferred revenue

~~635~~559

~~671~~635

Non-current income tax liabilities and deferred income taxes

~~495~~502

~~556~~495

Non-current operating lease liabilities

~~444~~463

~~497~~444

Non-current pension obligations

~~387~~385

~~423~~387

Other long-term liabilities

~~347~~801

~~446~~347

Total Liabilities

9,~~715~~681

109,~~805~~715

Commitments and contingencies

DXC stockholders’ equity:

Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued as of March 31, 2025 and March 31, 2024

—

Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued as of March 31, 2026 and March 31, 2025

—

Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 186,856,421 as of March 31, 2025 and 183,430,878 as of March 31, 2024

Common stock, par value $0.01 per share; authorized 750,000,000 shares; issued 171,946,069 as of March 31, 2026 and 186,856,421 as of March 31, 2025

Additional paid-in capital

7,~~677~~016

7,~~599~~677

Accumulated deficit

(32,~~451~~937)

(3,~~839~~451)

Accumulated other comprehensive loss

(~~762~~890)

(~~732~~762)

Treasury stock, at cost, 5,653,666 and 4,591,340 shares as of March 31, 2025 and March 31, 2024

(237)

(219)

Treasury stock, at cost, 6,460,358 and 5,653,666 shares as of March 31, 2026 and March 31, 2025

(249)

(237)

Total DXC stockholders’ equity

32,~~229~~941

23,~~811~~229

Non-controlling interest in subsidiaries

~~261~~268

~~255~~261

Total Equity

3,~~490~~209

3,~~066~~490

Total Liabilities and Equity

1312,~~205~~890

13,~~871~~205

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

6261

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

	Fiscal Years Ended
(in millions, except per-share amounts)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		March 31, ~~2023~~2024
Revenues	$	12,~~871~~644	$	1312,~~667~~871	$	1413,~~430~~667
Costs of services (excludes depreciation and amortization and restructuring costs)	9,~~770~~613		109,~~576~~770		1110,~~246~~576
Selling, general and administrative (excludes depreciation and amortization and restructuring costs)	1,~~348~~402		1,~~244~~348		1,~~375~~244
Depreciation and amortization	1,~~287~~160		1,~~404~~287		1,~~519~~404
Restructuring costs	~~153~~115		~~111~~153		~~216~~111
Interest expense	~~265~~216		~~298~~265		~~200~~298
Interest income	(~~199~~181)		(~~214~~199)		(~~135~~214)
Gain on disposition of businesses	~~(7)~~—		(797)		(~~190~~79)
Other (income) expense, net	(376)		218		1,084
Other expense (income), net	1		(376)		218
Total costs and expenses	12,~~241~~326		1312,~~558~~241		1513,~~315~~558
Income (loss) before income taxes	630		109		(885)
Income before income taxes	318		630		109
Income tax expense (benefit)	234		23		(319)
Income tax expense	290		234		23
Net income (loss)	396		86		(566)
Net income	28		396		86
Less: net income (loss) attributable to non-controlling interest, net of tax	710		~~(5)~~7		2(5)
Net income (loss) attributable to DXC common stockholders	$	389	$	91	$	(568)
Net income attributable to DXC common stockholders	$	18	$	389	$	91
Income (loss) per common share:
Income per common share:
Basic	$	20.1510	$	02.4615	$	(20.~~48)~~46
Diluted	$	20.10	$	02.4610	$	(20.~~48)~~46

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

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME


			Fiscal Years Ended
(in millions)			March 31, 2026		March 31, 2025		March 31, 2024

Net income			$	28	$	396	$	86

Other comprehensive (loss) income, net of taxes:
	Foreign currency translation adjustments, net of tax (1)		(113)		(9)		39
	Cash flow hedges adjustments, net of tax (2)		(12)		(7)		7

	Pension and other post-retirement benefit plans, net of tax:
		Prior service cost, net of tax (3)	—		(10)		(6)

		Amortization of prior service cost, net of tax (4)	(4)		(4)		(5)

	Pension and other post-retirement benefit plans, net of tax		(4)		(14)		(11)
Other comprehensive (loss) income, net of taxes			(129)		(30)		35

Comprehensive (loss) income			(101)		366		121
		Less: comprehensive income (loss) attributable to non-controlling interest	9		7		(12)
Comprehensive (loss) income attributable to DXC common stockholders			$	(110)	$	359	$	133

(1) Tax benefit related to foreign currency translation adjustments was $15, $0, and $4 for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024, respectively.

(2) Tax (benefit) expense related to cash flow hedge adjustments was $(4), $(2), and $3 for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024, respectively.

(3) Tax benefit related to prior service costs was $0, $3, and $0 for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024, respectively.

(4) Tax benefit related to amortization of prior service costs was $0, $1, and $1 for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024, respectively.

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

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

DXC TECHNOLOGY COMPANYCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Fiscal Years Ended
(in millions)	March 31, 2026		March 31, 2025		March 31, 2024
Cash flows from operating activities:
Net income	$	28	$	396	$	86
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,182		1,313		1,433
Goodwill impairment losses	14		—		—
Operating right-of-use expense	305		309		353
Pension & other post-employment benefits, actuarial & settlement losses (gains)	169		(232)		445
Share-based compensation	86		79		109
Deferred taxes	26		(35)		(416)
Loss (gain) on dispositions	3		24		(131)
Provision for losses on accounts receivable	9		12		—
Unrealized foreign currency exchange (gains) losses	(14)		40		(7)
Impairment losses and contract write-offs	7		32		18

Amortization of debt issuance costs and discount	5		5		5
Cash surrender value in excess of premiums paid	(16)		(12)		(14)
Other non-cash charges, net	2		7		9
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in receivables	294		320		176
(Increase) decrease in prepaid expenses and other current assets	(164)		(81)		211
Decrease in accounts payable and accruals	(275)		(335)		(278)
(Decrease) increase in income taxes payable and income tax liability	(19)		(57)		13
Decrease in operating lease liability	(305)		(309)		(353)
Decrease in advance contract payments and deferred revenue	(95)		(78)		(290)
Other operating activities, net	6		—		(8)
Net cash provided by operating activities	1,248		1,398		1,361

Cash flows from investing activities:
Purchases of property and equipment	(212)		(248)		(182)
Payments for transition and transformation contract costs	(106)		(135)		(198)
Software purchased and developed	(217)		(328)		(225)
Business dispositions	—		26		26
Proceeds from sale of assets	35		161		75
Other investing activities, net	16		12		13
Net cash used in investing activities	(484)		(512)		(491)

Cash flows from financing activities:
Borrowings of commercial paper	—		367		1,784
Repayments of commercial paper	—		(369)		(1,887)
Principal payments on long-term debt	(1,062)		—		—
Payments on finance leases and borrowings for asset financing	(188)		(298)		(430)
Proceeds from bond issuance	742		—		—
Taxes paid related to net share settlements of share-based compensation awards	(14)		(20)		(35)
Repurchase of common stock	(249)		(14)		(898)
Other financing activities, net	(5)		17		(21)
Net cash used in financing activities	(776)		(317)		(1,487)
Effect of exchange rate changes on cash and cash equivalents	(47)		3		(17)


Net (decrease) increase in cash and cash equivalents	(59)		572		(634)
Cash and cash equivalents at beginning of year	1,796		1,224		1,858
Cash and cash equivalents at end of year	$	1,737	$	1,796	$	1,224

			Fiscal Years Ended
(in millions)			March 31, 2025		March 31, 2024		March 31, 2023
Net income (loss)			$	396	$	86	$	(566)
Other comprehensive (loss) income, net of taxes:
	Foreign currency translation adjustments, net of tax (1)		(9)		39		(336)
	Cash flow hedges adjustments, net of tax (2)		(7)		7		(17)
	Pension and other post-retirement benefit plans, net of tax:
		Prior service cost, net of tax (3)	(10)		(6)		(2)
		Amortization of prior service cost, net of tax (4)	(4)		(5)		(36)
	Pension and other post-retirement benefit plans, net of tax		(14)		(11)		(38)
Other comprehensive (loss) income, net of taxes			(30)		35		(391)
Comprehensive income (loss)			366		121		(957)
		Less: comprehensive income (loss) attributable to non-controlling interest	7		(12)		—
Comprehensive income (loss) attributable to DXC common stockholders			$	359	$	133	$	(957)

(1) Tax (benefit) expense related to foreign currency translation adjustments was $0, $(4), and $2 for the fiscal years ended March 31, 2025, March 31, 2024, and March 31, 2023, respectively.

(2) Tax (benefit) expense related to cash flow hedge adjustments was $(2), $3, and $(6) for the fiscal years ended March 31, 2025, March 31, 2024, and March 31, 2023, respectively.

(3) Tax benefit related to prior service costs was $3, $0, and $1 for the fiscal years ended March 31, 2025, March 31, 2024, and March 31, 2023, respectively.

(4) Tax benefit related to amortization of prior service costs was $1, $1, and $15 for the fiscal years ended March 31, 2025, March 31, 2024, and March 31, 2023, respectively.

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

	Fiscal Years Ended
(in millions)	March 31, 2025		March 31, 2024		March 31, 2023
Cash flows from operating activities:
Net income (loss)	$	396	$	86	$	(566)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,313		1,433		1,551
Operating right-of-use expense	309		353		404
Pension & other post-employment benefits, actuarial & settlement (gains) losses	(232)		445		1,431
Share-based compensation	79		109		108
Deferred taxes	(35)		(416)		(609)
Loss (gain) on dispositions	24		(131)		(260)
Provision for losses on accounts receivable	12		—		(1)
Unrealized foreign currency exchange losses (gains)	40		(7)		8
Impairment losses and contract write-offs	32		18		47
Amortization of debt issuance costs and discount	5		5		4
Cash surrender value in excess of premiums paid	(12)		(14)		(17)
Other non-cash charges, net	7		9		4
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in receivables	320		176		412
(Increase) Decrease in prepaid expenses and other current assets	(81)		211		(119)
Decrease in accounts payable and accruals	(335)		(278)		(424)
(Decrease) Increase in income taxes payable and income tax liability	(57)		13		(161)
Decrease in operating lease liability	(309)		(353)		(404)
(Decrease) Increase in advance contract payments and deferred revenue	(78)		(290)		11
Other operating activities, net	—		(8)		(4)
Net cash provided by operating activities	1,398		1,361		1,415
Cash flows from investing activities:
Purchases of property and equipment	(248)		(182)		(267)
Payments for transition and transformation contract costs	(135)		(198)		(223)
Software purchased and developed	(328)		(225)		(188)
Business dispositions	26		26		(147)
Proceeds from sale of assets	161		75		171
Other investing activities, net	12		13		19
Net cash used in investing activities	(512)		(491)		(635)
Cash flows from financing activities:
Borrowings of commercial paper	367		1,784		1,514
Repayments of commercial paper	(369)		(1,887)		(1,757)
Principal payments on long-term debt	—		—		(63)
Payments on finance leases and borrowings for asset financing	(298)		(430)		(511)
Proceeds from stock options and other common stock transactions	—		—		2
Taxes paid related to net share settlements of share-based compensation awards	(20)		(35)		(17)
Repurchase of common stock	(14)		(898)		(669)
Other financing activities, net	17		(21)		(6)
Net cash used in financing activities	(317)		(1,487)		(1,507)
Effect of exchange rate changes on cash and cash equivalents	3		(17)		(97)

Net increase (decrease) in cash and cash equivalents including cash classified within current assets held for sale	572		(634)		(824)
Cash classified within current assets held for sale	—		—		10
Net increase (decrease) in cash and cash equivalents	572		(634)		(814)
Cash and cash equivalents at beginning of year	1,224		1,858		2,672
Cash and cash equivalents at end of year	$	1,796	$	1,224	$	1,858

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

DXC TECHNOLOGY COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except shares in thousands)	Common Stock			AdditionalPaid-in Capital		Accumulated Deficit		AccumulatedOtherComprehensiveLoss		Treasury Stock(1)		TotalDXC Equity		Non-Controlling Interest		Total Equity
	Shares	Amount
Balance at March 31, 2022	240,508	$	3	$	10,057	$	(4,450)	$	(385)	$	(173)	$	5,052	$	323	$	5,375
Net loss						(568)						(568)		2		(566)
Other comprehensive loss								(389)				(389)		(2)		(391)
Share-based compensation expense				98								98				98
Acquisition of treasury stock										(14)		(14)				(14)
Share repurchase program(2)	(24,437)	(1)		(1,036)		354						(683)				(683)
Stock option exercises and other common stock transactions	1,987			1								1				1
Non-controlling interest distributions and other				1		(1)						—				—
Balance at March 31, 2023	218,058	$	2	$	9,121	$	(4,665)	$	(774)	$	(187)	$	3,497	$	323	$	3,820
Net income (loss)						91						91		(5)		86
Other comprehensive income (loss)								42				42		(7)		35
Share-based compensation expense				107								107				107
Acquisition of treasury stock										(32)		(32)				(32)
Share repurchase program(2)	(38,445)			(1,626)		734						(892)				(892)
Stock option exercises and other common stock transactions	3,818											—				—
Non-controlling interest distributions and other				(3)		1						(2)		(56)		(58)
Balance at March 31, 2024	183,431	$	2	$	7,599	$	(3,839)	$	(732)	$	(219)	$	2,811	$	255	$	3,066

(1)34,~~333~~591,~~592~~340 treasury shares as of March 31, ~~2023~~2024

(in millions, except shares in thousands)	Common Stock			AdditionalPaid-in Capital		Accumulated Deficit		AccumulatedOtherComprehensiveLoss		Treasury Stock(1)		TotalDXC Equity		Non-Controlling Interest		Total Equity
	Shares	Amount
Balance at March 31, 2023	218,058	$	2	$	9,121	$	(4,665)	$	(774)	$	(187)	$	3,497	$	323	$	3,820
Net income						91						91		(5)		86
Other comprehensive loss								42				42		(7)		35
Share-based compensation expense				107								107				107
Acquisition of treasury stock										(32)		(32)				(32)
Share repurchase program(2)	(38,445)			(1,626)		734						(892)				(892)
Stock option exercises and other common stock transactions	3,818											—				—
Non-controlling interest distributions and other				(3)		1						(2)		(56)		(58)
Balance at March 31, 2024	183,431	$	2	$	7,599	$	(3,839)	$	(732)	$	(219)	$	2,811	$	255	$	3,066
Net income						389						389		7		396
Other comprehensive loss								(30)				(30)				(30)
Share-based compensation expense				78								78				78
Acquisition of treasury stock										(18)		(18)				(18)
Stock option exercises and other common stock transactions	3,425											—				—
Non-controlling interest distributions and other						(1)						(1)		(1)		(2)
Balance at March 31, 2025	186,856	$	2	$	7,677	$	(3,451)	$	(762)	$	(237)	$	3,229	$	261	$	3,490

(1)45,~~591~~653,~~340~~666 treasury shares as of March 31, ~~2023~~2025

(in millions, except shares in thousands)	Common Stock			AdditionalPaid-in Capital		Accumulated Deficit		AccumulatedOtherComprehensiveLoss		Treasury Stock (1)		TotalDXC 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						389						389		7		396
Other comprehensive income								(30)				(30)				(30)
Share-based compensation expense				78								78				78
Acquisition of treasury stock										(18)		(18)				(18)
Stock option exercises and other common stock transactions	3,425											—				—
Non-controlling interest distributions and other						(1)						(1)		(1)		(2)
Balance at March 31, 2025	186,856	$	2	$	7,677	$	(3,451)	$	(762)	$	(237)	$	3,229	$	261	$	3,490
Net income						18						18		10		28
Other comprehensive loss								(128)				(128)		(1)		(129)
Share-based compensation expense				86								86				86
Acquisition of treasury stock										(12)		(12)				(12)
Share repurchase program(2)	(17,714)	(1)		(747)		496						(252)				(252)
Stock option exercises and other common stock transactions	2,804											—				—
Non-controlling interest distributions and other												—		(2)		(2)
Balance at March 31, 2026	171,946	$	1	$	7,016	$	(2,937)	$	(890)	$	(249)	$	2,941	$	268	$	3,209

(1) 56,~~653~~460,~~666~~358 treasury shares as of March 31, ~~2025~~2026

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

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

6765

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Business

DXC Technology Company ("DXC," the "Company," "we," "us," or "our") is a leading ~~global~~enterprise ~~provider~~technology ofand ITinnovation ~~services.~~partner Wedelivering ~~are~~software, aservices, ~~trusted~~and ~~partner~~solutions to ~~many~~global ofenterprises ~~the~~and ~~world’s~~public ~~most~~sector ~~innovative~~ organizations, ~~building~~— ~~solutions~~helping ~~that~~them ~~move~~harness ~~industries~~AI ~~and~~to ~~companies~~drive ~~forward.~~outcomes ~~Our~~at ~~engineering,~~a ~~consulting,~~time ~~and~~of ~~technology~~exponential ~~experts~~change ~~help~~with ~~clients~~speed. ~~simplify,~~With ~~optimize,~~deep ~~and~~expertise ~~modernize~~in ~~their~~Managed ~~systems~~Infrastructure ~~and processes~~Services, ~~manage~~Application ~~their most critical workloads~~Modernization, ~~integrate~~and AIIndustry-~~powered~~Specific ~~intelligence~~Software ~~into~~Solutions, ~~their~~DXC ~~operations~~modernizes, ~~and~~secures, ~~put security~~ and ~~trust~~operates atsome of the ~~forefront.~~world’s ~~Through~~most ~~innovative~~complex ~~solutions,~~technology ~~we help clients to achieve competitive advantages in the marketplace~~estates.

We serve a global client base, including many Fortune 500 companies, through our ~~more~~nearly ~~than 120~~115,000 people in ~~over~~ 60 countries. We operate through two segments - Global Business Services ("GBS") and Global Infrastructure Services ("GIS") - delivering solutions that modernize operations and drive innovation across our customers' entire IT estate.

Segment Structure

During the first quarter of fiscal 2026, the Company began reporting its financial results under a new segment structure designed to better reflect the Company’s operational structure and the delivery of end-to-end IT services. The new structure includes three reportable segments that align with how management assesses performance of the business and allocates resources: Consulting & Engineering Services ("CES"), Global Infrastructure Services ("GIS"), and Insurance Software & Services ("Insurance"). See Note 19 - "Segment and Geographic Information" for more information. Descriptions for each segment are provided below:

•Consulting & Engineering Services – Helps businesses use AI and data analytics to improve operations, automate tasks, and speed up their digital transformation. We provide software engineering, consulting, and custom and enterprise applications solutions that help companies manage essential functions, modernize processes, and drive innovation. We have strong expertise in industries like finance, automotive, manufacturing, healthcare, life sciences, travel, and the public sector. Our solutions help businesses stay competitive by improving efficiency, launching new products faster, expanding into new markets, and achieving their strategic goals.

•Insurance Software & Services – Provides software and services for Life and Wealth, Property & Casualty and Reinsurance providers, helping them optimize, run and digitally transform their operations. We help insurers modernize their technology landscape from heritage systems to advanced AI-powered solutions that enhance operational efficiency, improve customer experiences, and enable insurers to adopt a digital-first approach. Complementing our software solutions, we provide comprehensive business process services, leveraging deep industry expertise to support the full spectrum of insurance operations.

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

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

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

Use of Estimates

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases

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

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Revenue Recognition

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

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

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

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the identified performance obligations

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Practical Expedients

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

Contract Balances

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

Costs to Obtain a Contract

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Costs to Fulfill a Contract

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

Pension and Other Benefit Plans

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Software Development Costs

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

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation

Share-based awards are accounted for under the fair value method. The Company provides different forms of share-based compensation to its employees and non-employee directors. This generally includes restricted stock units ("RSUs"), including performance-based restricted stock units ("PSUs"). The fair value of awards is determined on the grant date, based on the Company's closing stock price. The Company uses a Monte Carlo simulation model to compute the estimated fair value of PSUs with a market condition. This model includes assumptions regarding term, risk-free interest rates, expected volatility and dividend yields, which are evaluated each time the Company issues an award. The risk-free rate equals the yield, as of the Valuation Date on semi-annual zero-coupon U.S. Treasury rates. The dividend yield assumption is based on the respective fiscal year dividend payouts. Expected volatility is based on a historical approach and the Company considers the performance period of the award.

For awards settled in shares, the Company recognizes compensation expense based on the grant-date fair value net of estimated forfeitures over the vesting period. For awards settled in cash, the Company recognizes compensation expense based on the fair value at each reporting date net of estimated forfeitures.

Goodwill Impairment Analysis

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

DXC TECHNOLOGY COMPANY - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Fair Value

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

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


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

The fair value of money market funds, money market deposit accounts, U.S. Treasury bills with less than three months maturity and time deposits, included in cash and cash equivalents, are based on quoted market prices. The fair value of other equity securities, included in other long-term assets, is based on actual market prices.

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

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

Receivables

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

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

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

Property and Equipment

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


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

Intangible Assets

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


Software			2 to 10 years


Customer related intangibles			Expected customer service life
Acquired contract related intangibles			Contract life and first contract renewal, where applicable

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

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

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

Assets/Liabilities Held for Sale

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

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

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

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

Income Taxes

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

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

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

Cash and Cash Equivalents

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

Foreign Currency

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

Derivative Instruments

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

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

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

7776

Recently Adopted Accounting Pronouncements

During fiscal ~~2025~~2026, DXC adopted the following Accounting Standards Updates ("ASU") issued by the Financial Accounting Standards Board:

Date Issued and ASU	Date Adopted and Method	Description	Impact
November 2023ASU 2023-07, “Improvements to Reportable Segment Disclosures”	January 1, 2025 Prospective	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.	The Company adopted this standard by expanding disclosures related to segments in the notes to the financial statements.
December 2023ASU 2023-09, “Improvements to Income Tax Disclosures”	March 31, 2026 Prospective	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.	The Company adopted this standard by expanding disclosures related to income tax in the notes to the financial statements.

New Accounting Pronouncements

During fiscal ~~2024~~2025 and fiscal ~~2025~~2026, the following 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
December 2023ASU 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 financial statement disclosures, but not its consolidated financial statements.
November 2024ASU 2024-03, "Disaggregation of Income Statement Expenses"	Fiscal 2028	The update requires disclosure, in the notes to financial statements, of specified quantitative information about certain costs and expenses presented in the income statement and certain qualitative information about costs that are not disaggregated. 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 financial statement disclosures, but not its consolidated financial statements.
ASU 2025-06 “Targeted Improvements to the Accounting for Internal-Use Software”	Fiscal 2029	The update amends the guidance for capitalizing internal-use software so that it is neutral to different software development methods, primarily by removing the previous “development stage” model to more closely align the capitalization of internal use software to that of software to be sold or marketed externally. Early adoption of this update is permitted.	The Company is in the process of assessing the impact of the ASU on our consolidated financial statements as well as its method of adoption.

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

Note 2 - Divestitures

Fiscal 2025 Divestitures

During fiscal 2025, the Company sold insignificant businesses that resulted in a gain of $7 million.

Fiscal 2024 Divestitures

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

~~Fiscal 2023 Divestitures~~77

~~During~~Note ~~fiscal~~3 ~~2023, DXC completed the sale of its German financial services subsidiary ("FDB" or the "FDB Business") to the FNZ Group ("FNZ") for €308 million (approximately $329 million), resulting in a pre~~-~~tax~~ ~~gain~~Earnings ofPer ~~approximately~~Share ~~$215 million. Included in the FDB sale was AXA Bank Germany, a German retail bank, that DXC acquired for total consideration of $101 million on January 1, 2021.~~

~~During~~Basic ~~fiscal~~earnings ~~2023,~~per ~~the~~share ~~Company~~("EPS") ~~sold~~are ~~insignificant~~computed ~~businesses~~using ~~that~~the ~~resulted~~weighted inaverage anumber ~~net~~of ~~loss~~shares of ~~$25 million~~common stock outstanding during the period. ~~Included~~Diluted inEPS ~~this~~reflect ~~amount~~the ~~was~~incremental shares issuable upon the ~~Company's~~assumed ~~primary~~exercise ~~Russian~~of ~~entity~~stock ~~that~~options ~~the~~and ~~Company~~equity ~~sold~~awards. inThe ~~the~~following ~~second~~table ~~quarter~~reflects the calculation of ~~fiscal~~basic ~~2023.~~and diluted EPS:


	Fiscal Years Ended
(in millions, except per-share amounts)	March 31, 2026		March 31, 2025		March 31, 2024
Net income attributable to DXC common shareholders:	$	18	$	389	$	91


Weighted average common shares outstanding for basic EPS	175.02		180.68		195.80
Dilutive effect of stock options and equity awards	3.63		4.24		2.98
Weighted average common shares outstanding for diluted EPS	178.65		184.92		198.78

Earnings per share:
Basic	$	0.10	$	2.15	$	0.46
Diluted	$	0.10	$	2.10	$	0.46

Note 3 - Earnings (Loss) Per Share

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

	Fiscal Years Ended
(in millions, except per-share amounts)	March 31, 2025		March 31, 2024		March 31, 2023
Net income (loss) attributable to DXC common shareholders:	$	389	$	91	$	(568)
Common share information:
Weighted average common shares outstanding for basic EPS	180.68		195.80		228.99
Dilutive effect of stock options and equity awards	4.24		2.98		—
Weighted average common shares outstanding for diluted EPS	184.92		198.78		228.99
Earnings (loss) per share:
Basic	$	2.15	$	0.46	$	(2.48)
Diluted	$	2.10	$	0.46	$	(2.48)

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

Fiscal Years Ended

March 31, 2025

March 31, 2024

March 31, 2023

March 31, 2026

March 31, 2025

March 31, 2024

Stock Options

~~810~~307,~~895~~173

~~953~~810,~~126~~895

~~523~~953,~~969~~126

RSUs

~~508,~~620,493

1508,~~137,403~~620

31,~~242~~137,~~461~~403

PSUs

~~118~~1,~~704~~201

37118,~~504~~704

337,~~380,812~~504

7978

Note 4 - Receivables

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

As of

(in millions)

March 31, ~~2025~~2026

March 31, ~~2024~~2025

Billed trade receivables

1,~~331~~236

1,~~433~~331

Unbilled receivables

1,~~048~~083

1,~~124~~048

Other receivables

~~593~~654

~~696~~593

Total

2,~~972~~973

32,~~253~~972

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

	As of and for Fiscal Years Ended
	As of
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025
Beginning balance	$	3532	$	4735
Provisions for losses on accounts receivable	129		—12
Other adjustments to allowance and write-offs	(1514)		(1215)
Ending balance	$	3227	$	3532

Receivables Facility

The Company has an accounts receivable sales facility (as amended, restated, supplemented or otherwise modified ~~as of March 31~~, ~~2025,~~ the "“Receivables Facility"”) with certain unaffiliated financial institutions (the "“Purchasers"”) for the sale of commercial accounts receivable in the United States. ~~The~~up ~~Receivables~~to ~~Facility has~~ a ~~facility~~maximum ~~limit~~amount of $400 million. asThe ofReceivables ~~March 31~~Facility was amended on July 25, 2025., ~~The~~extending ~~Receivables~~the ~~Facility's~~ termination date isto July 2524, ~~2025~~2026.

As of March 31, ~~2025~~2026, the total availability under the Receivables Facility was $~~400~~367 million and the amount sold to the Purchasers was $~~400~~367 million, which was derecognized from the Company's balance sheet.

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

Note 5 - Leases

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

Operating Leases

The components of operating lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		March 31, ~~2023~~2024
Operating lease cost	$	~~309~~305	$	~~353~~309	$	~~404~~353
Short-term lease cost	2614		2826		3528
Variable lease cost	5269		6152		7361
Sublease income	(1713)		(1917)		(1819)
Total operating costs	$	~~370~~375	$	~~423~~370	$	~~494~~423

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

For the Fiscal Year Ended

(in millions)

March 31, ~~2025~~2026

March 31, ~~2024~~2025

March 31, ~~2023~~2024

Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows

~~309~~305

~~353~~309

~~404~~353

ROU assets obtained in exchange for operating lease liabilities(1)

~~241~~308

~~175~~241

~~227~~175

(1) There were $~~703~~596 million, $~~880~~703 million, and $~~1,142~~880 million in modifications and terminations in fiscal ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively. See Note 17 – "Cash Flows” for further information on non-cash activities affecting cash flows.

The following table presents operating lease balances:

As of

(in millions)

Balance Sheet Line Item

March 31, ~~2025~~2026

March 31, ~~2024~~2025

ROU operating lease assets

Operating right-of-use assets, net

~~635~~663

~~731~~635

Operating lease liabilities

Current operating lease liabilities

~~227~~232

~~282~~227

Operating lease liabilities

Non-current operating lease liabilities

~~444~~463

~~497~~444

Total operating lease liabilities

~~671~~695

~~779~~671

The weighted-average operating lease term was 3.87 years and 3.98 years as of March 31, ~~2025~~2026 and March 31, ~~2024~~2025, respectively. The weighted-average operating lease discount rate was 4.9% ~~and 4.6%~~ as of both March 31, ~~2025~~2026 and March 31, ~~2024~~2025, respectively.

~~The following maturity analysis presents expected undiscounted cash payments for operating leases as of March 31, 2025:~~80

	Fiscal Year
(in millions)	2026		2027		2028		2029		2030		Thereafter		Total
Operating lease payments	$	251	$	176	$	146	$	95	$	34	$	32	$	734
Less: imputed interest													(63)
Total operating lease liabilities													$	671

The following maturity analysis presents expected undiscounted cash payments for operating leases as of March 31, 2026:


	Fiscal Year
(in millions)	2027		2028		2029		2030		2031		Thereafter		Total
Operating lease payments	$	261	$	213	$	150	$	58	$	36	$	48	$	766
Less: imputed interest													(71)
Total operating lease liabilities													$	695

Finance Leases

The components of finance lease expense were as follows:

	For the Fiscal Year Ended
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		March 31, ~~2023~~2024
Finance lease cost:
Amortization of right-of-use assets	$	48	$	81	$	137
Amortization of right-of-use assets	$	81	$	137	$	218
Interest on lease liabilities	10		14		15
Interest on lease liabilities	14		15		17
Total finance lease cost	$	58	$	95	$	152
Total finance lease cost	$	95	$	152	$	235

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

	For the Fiscal Year Ended
(in millions)	March 31, ~~2025~~2026		March 31, ~~2024~~2025		March 31, ~~2023~~2024
Interest paid for finance lease liabilities – Operating cash flows	$	1410	$	1514	$	1715
Cash paid for amounts included in the measurement of finance lease obligations – financing cash flows	~~200~~136		~~240~~200		~~315~~240
Total cash paid in the measurement of finance lease obligations	$	~~214~~146	$	~~255~~214	$	~~332~~255
Capital expenditures through finance lease obligations(1)	$	247	$	~~105~~24	$	~~102~~105

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

The following table presents finance lease balances:

As of

(in millions)

Balance Sheet Line Item

March 31, ~~2025~~2026

March 31, ~~2024~~2025

ROU finance lease assets

Property and Equipment, net

~~145~~74

~~264~~145

Finance lease

Short-term debt and current maturities of long-term debt

~~123~~92

~~178~~123

Finance lease

Long-term debt, net of current maturities

~~155~~82

~~242~~155

Total finance lease liabilities(1)

~~278~~174

~~420~~278

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

The weighted-average finance lease term was 2.73 years and 2.97 years as of March 31, ~~2025~~2026 and March 31, ~~2024~~2025, respectively. The weighted-average finance lease discount rate was 5.6.0% and 45.36% as of March 31, ~~2025~~2026 and March 31, ~~2024~~2025, respectively.

8281

The following maturity analysis presents expected undiscounted cash payments for finance leases as of March 31, ~~2025~~2026:

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