DXC Technology Co

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 effectively manage and improve our sales organization, including structural challenges related to sales execution, pipeline development, and talent management;

•our inability to develop and expand our service offerings to address emerging business demands and technological trends, and the competitive pressures faced by our 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 inability to comply with existing and new laws 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;

•failure to maintain our credit rating, manage our indebtedness, and raise additional capital for future needs, which could adversely affect our liquidity, capital position, borrowing costs, and access to capital markets;

•the risks associated with our international operations, including fluctuations in exchange rates, geopolitical conflicts such as the ongoing conflict between Russia and Ukraine and hostilities in the Middle East, and disruptions to our operations;

•the risks associated with prolonged periods of inflation or macroeconomic conditions, including reduced customer spending, the uncertainty related to our cost-takeout efforts, and our ability to close new deals in the event of an economic slowdown;

•our inability to compete effectively, maintain and grow our customer relationships over time, collect receivables from customers experiencing financial difficulties, or comply with customer contracts or government contracting regulations or requirements;

•our inability to succeed in our strategic transactions, including acquisitions, divestitures, and strategic partnerships;

• disruption of our supply chain or increases in procurement costs, including as a result of ongoing trade tensions, tariff charges, supplier non-performance, or armed hostilities;

• the risks associated with climate change and natural disasters;

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

•our 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;

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

•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;

•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

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

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

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