14 unchanged sentences
The effectiveness of DXC's internal control over financial reporting as of March 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, which is contained in this Annual Report.
−Removed: Changes in Internal Controls Over Financial Reporting
+Added: Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Board of Directors and Stockholders of
+Added: To the stockholders and the Board of Directors of
DXC Technology Company
23 unchanged sentences
OTHER INFORMATION
+Added: During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 unchanged sentences
Information relating to our executive officers appears in Part I, Item I of this Annual Report on Form 10-K under the heading "Information About Our Executive Officers."
−Removed: Other information required by this item will appear under the headings "Proposal 1-Election of Directors,” "Delinquent Section 16(a) Reports", “Corporate Governance,” and “Additional Information-Business for 2023 Annual Meeting" in our 2023 Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after March 31, 2023, and such information is incorporated herein by reference.
+Added: Other information required by this item will appear under the headings "Proposal 1:
+Added: -Election of Directors,” "Delinquent Section 16(a) Reports", “Corporate Governance,” and “Additional Information-Business for 2024 Annual Meeting" in our 2024 Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after March 31, 2024, and such information is incorporated herein by reference.
We have a written Code of Conduct that applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and every other officer and employee of DXC.
−Removed: Our Code of Conduct is available on our website, www.dxc.technology, under the heading Leadership and Governance.
−Removed: If any amendment to, or a waiver from, a provision of the Code of Conduct is made, we intend to disclose such information on our website within four business days.
+Added: Our Code of Conduct is available on our website, www.dxc.technology, under About Us/Governance/Ethics & Compliance.
+Added: If any amendment to, or a waiver from, a provision of the Code of Conduct is made for any of our directors or executive officers, including our CEO, CFO and PAO, we intend to disclose such information on our website within four business days.
EXECUTIVE COMPENSATION
8 unchanged sentences
Total 9,470,107 3.42 24,379,449
−Removed: Other information required by this Item will appear in the 2023 Proxy Statement under the heading "Security Ownership," which section is incorporated by reference.
+Added: Other information required by this Item will appear in the 2024 Proxy Statement under the heading "Security Ownership of Certain Beneficial Owners and Management," which section is incorporated by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
3 unchanged sentences
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025" and is incorporated herein by reference.
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(1) Consolidated Financial Statements
77 unchanged sentences
10.1 Revolving Credit Agreement dated November 1, 2021 among DXC Technology Company, the financial institutions listed therein and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (filed November 4, 2021) (file no.
−Removed: 10.2 Term Loan Credit Agreement dated September 1, 2022, by and between DXC Technology Company, the financial institutions listed therein, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to Exhibit 10.2 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (filed November 4, 2022) (file no.
−Removed: 10.3 Amendment No.
−Removed: 1 dated as of February 17, 2023, to the Term Loan Credit Agreement between DXC Technology Company, the financial institutions listed therein, and Mizuho Bank, Ltd., as administrative agent (filed herewith)
+Added: 10.2 First Incremental Assumption Agreement dated as of November 1, 2023, which supplements that certain Revolving Credit Agreement dated as of November 1, 2021 among DXC Technology Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed November 2, 2023) (file no.
10.3 Dealer Agreement, dated July 24, 2015, by and between CSC Capital Funding Limited, as issuer, Computer Sciences Corporation, as guarantor, Citibank International Limited, as arranger, and the financial institutions listed therein, as dealers (incorporated by reference to Exhibit 99.1 to Computer Sciences Corporation’s Current Report on Form 8-K (filed July 28, 2015) (file no.001-04850))
24 unchanged sentences
Fourteenth Amendment to the Receivables Purchase Agreement dated as of December 21, 2022, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (filed February 2, 2023) (file no.
+Added: Fifteenth Amendment to the Receivables Purchase Agreement dated as of July 28, 2023, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.1 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (filed August 3, 2023) (file no.
+Added: 10.26 Sixteenth Amendment to the Receivables Purchase Agreement dated as of September 27, 2023, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents (incorporated by reference to Exhibit 10.2 to DXC Technology Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed November 2, 2023) (file no.
10.27 Fourth Amended and Restated Performance Guaranty dated as of February 18, 2020, made by DXC Technology Company, as Performance Guarantor, in favor of PNC Bank, National Association, as Administrative Agent, for the benefit of the Purchasers (incorporated by reference to Exhibit 10.38 to DXC Technology Company’s Annual Report on Form 10-K (filed June 1, 2020)(file no.
6 unchanged sentences
Form of Fiscal 2025 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (filed herewith)
+Added: Form of Fiscal 2024 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2023 (filed May 19, 2023) (file no.
Form of Fiscal 2023 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to DXC Technology Company’s Annual Report on Form 10-K (filed May 26, 2022)(file no.
Form of Fiscal 2022 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no.
−Removed: 10.36* Form of Fiscal 2021 Performance Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (filed August 7, 2020) (file no.
Form of Fiscal 2025 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (filed herewith)
+Added: Form of Fiscal 2024 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2023 (filed May 19, 2023) (file no.
Form of Fiscal 2023 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to DXC Technology Company’s Annual Report on Form 10-K (filed May 26, 2022)(file no.
Form of Fiscal 2022 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no.
−Removed: 10.40* Form of Fiscal 2021 Service Based Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (filed August 7, 2020) (file no.
Form of Restricted Stock Unit Agreement under the DXC Technology Company 2017 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Periodic Report on Form 8-K (filed April 6, 2017) (file no.
6 unchanged sentences
Form of Fiscal 2022 Career Share Restricted Stock Unit Award under the DXC Technology Company 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no.
−Removed: 10.48* Employment Agreement with Michael J.
−Removed: Salvino (incorporated by reference to Exhibit 10.1 to DXC Technology Company’s Current Report on Form 8-K (filed September 12, 2019) (file no.
−Removed: 10.49* Amendment to Employment Agreement with Michael J.
−Removed: Salvino dated May 27, 2021 (incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K for the period ended March 31, 2021 (filed May 28, 2021) (file no.
+Added: Employment Agreement with Raul Fernandez dated March 31, 2024 (filed herewith)
+Added: Separation Agreement with Kenneth Sharp dated May 16, 2023 (incorporated by reference to Exhibit 10.4 to DXC Technology Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed November 2, 2023) (file no.
+Added: 19.1 Insider Trading Policy (filed herewith)
21 Significant Active Subsidiaries and Affiliates of the Registrant (filed herewith)
4 unchanged sentences
32.2** Section 906 Certification of Chief Financial Officer
+Added: Compensation Recovery Policy (filed herewith)
101.INS XBRL Instance
5 unchanged sentences
* Management contract or compensatory plan or agreement
+Added: Certain information in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request
** Furnished herewith
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DXC TECHNOLOGY COMPANY
May 16, 2024 By:
−Removed: /s/ Kenneth P.
+Added: /s/ Rob Del Bene
Executive Vice President and Chief Financial Officer
−Removed: Each person whose signature appears below constitutes and appoints Michael J.
−Removed: Salvino and Kenneth P.
−Removed: Sharp, and each or any of them, as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: Each person whose signature appears below constitutes and appoints Raul Fernandez and Rob Del Bene, and each or any of them, as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
−Removed: /s/ Michael J.
−Removed: Salvino Chairman, President and Chief Executive Officer May 18, 2023
−Removed: Salvino (Principal Executive Officer)
−Removed: /s/ Kenneth P.
−Removed: Sharp Executive Vice President and Chief Financial Officer May 18, 2023
−Removed: Sharp (Principal Financial Officer)
+Added: /s/ Raul Fernandez
+Added: President and Chief Executive Officer
+Added: Raul Fernandez
+Added: (Principal Executive Officer)
+Added: /s/ Rob Del Bene
+Added: Executive Vice President and Chief Financial Officer May 16, 2024
+Added: (Principal Financial Officer)
/s/ Christopher A.
−Removed: Voci Senior Vice President and Corporate Controller May 18, 2023
+Added: Senior Vice President and Corporate Controller May 16, 2024
Christopher A.
Voci (Principal Accounting Officer)
−Removed: /s/ Mukesh Aghi Director May 18, 2023
−Removed: Alving Director May 18, 2023
−Removed: Barnes Director May 18, 2023
−Removed: Fernandez Director May 18, 2023
−Removed: /s/ Anthony Gonzalez Director May 18, 2023
+Added: Director May 16, 2024
+Added: /s/ Anthony Gonzalez
+Added: Director May 16, 2024
Anthony Gonzalez
−Removed: Herzog Lead Independent Director May 18, 2023
−Removed: /s/ Karl Racine Director May 18, 2023
−Removed: /s/ Dawn Rogers Director May 18, 2023
−Removed: /s/ Carrie Teffner Director May 18, 2023
+Added: /s/ Pinkie Mayfield
+Added: Director May 16, 2024
+Added: Pinkie Mayfield
+Added: /s/ Karl Racine
+Added: Director May 16, 2024
+Added: /s/ Dawn Rogers
+Added: Director May 16, 2024
+Added: /s/ Carrie Teffner
+Added: Director May 16, 2024
Carrie Teffner
−Removed: /s/ Akihiko Washington Director May 18, 2023
+Added: /s/ Akihiko Washington
+Added: Director May 16, 2024
Akihiko Washington
/s/ Robert F.
−Removed: Woods Director May 18, 2023
+Added: Director May 16, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.