Form 8-K DXC Technology Co For: Jan 22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2018

 

 

DXC TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Nevada		001-38033		61-1800317
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1775 Tysons Boulevard
Tysons, Virginia		22102
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 245-9675

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

In connection with DXC Technology Company’s (the “Company”) previously announced offer to exchange any and all validly tendered and not validly withdrawn 7.45% Senior Notes due 2029 (the “Old Notes”) issued by Enterprise Services LLC (“EDS”), a wholly owned subsidiary of the Company, for new 7.45% Senior Notes due 2029 of the Company and the related solicitation of consents to amend the indenture governing the Old Notes (the offer to exchange and the related consent solicitation together, the “Exchange Offer”), on January 23, 2018, the Company announced that it had received consents sufficient to approve the Proposed Amendments (as defined below) to the indenture governing the Old Notes. On January 22, 2018, EDS and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), entered into that certain ninth supplemental indenture (the “Ninth Supplemental Indenture”) to the indenture, dated as of August 12, 1996 (the “Base Indenture”), between Electronic Data Systems Corporation (as predecessor to EDS, the “Predecessor Issuer”) and Texas Commerce Bank National Association (as predecessor to the Trustee, the “Predecessor Trustee”), as amended and supplemented by the first supplemental indenture pursuant to which the Old Notes were issued, dated as of October 12, 1999, between the Predecessor Issuer and the Predecessor Trustee (the “First Supplemental Indenture” and, together with the Base Indenture as amended, modified or otherwise supplemented from time to time with applicability to the Notes, the “Indenture”).

The Ninth Supplemental Indenture, among other things, eliminates substantially all of the restrictive covenants in the Indenture, eliminates certain events of default, amends the Indenture to provide for the termination and replacement of guarantees and makes certain conforming changes to the Indenture to reflect the proposed amendments (collectively, the “Proposed Amendments”). The foregoing summary of the Ninth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Ninth Supplemental Indenture, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

The Ninth Supplemental Indenture became effective upon execution and delivery by EDS and the Trustee, and as a result, holders of Old Notes will not be able to revoke properly delivered consents with respect to the Old Notes. The Exchange Offer commenced on January 8, 2018 and will expire immediately following 11:59 p.m., New York City time, on February 5, 2018, unless extended (such date and time, as the same may be extended, the “Expiration Date”), and the Proposed Amendments will become operative on the second business day following the Expiration Date.

Item 3.03. Material Modification to the Rights of Security Holders.

The description of the Ninth Supplemental Indenture contained under Item 1.01 above is incorporated by reference into this Item 3.03.

Item 8.01. Other Events.

On January 23, 2018, the Company issued a press release announcing the early tender results of the Exchange Offer as of 5:00 p.m., New York City time, on January 22, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.
4.1		Ninth Supplemental Indenture, dated January 22, 2018, between Enterprise Services LLC and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1		Press Release issued January 23, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		DXC TECHNOLOGY COMPANY
Date: January 23, 2018		By:		/s/ Paul N. Saleh
		Name:		Paul N. Saleh
		Title:		Executive Vice President and
				Chief Financial Officer

Exhibit 4.1

Execution Version

 

 

 

NINTH SUPPLEMENTAL INDENTURE

DATED AS OF JANUARY 22, 2018

BETWEEN

ENTERPRISE SERVICES LLC

AS COMPANY

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

AS TRUSTEE

 

 

 

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NINTH SUPPLEMENTAL INDENTURE (the “Ninth Supplemental Indenture”), dated as of January 22, 2018, between Enterprise Services LLC, a Delaware limited liability company (formerly known as HP Enterprise Services, LLC, formerly known as Electronic Data Systems, LLC, formerly known as Electronic Data Systems Corporation) (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (successor to Chase Bank of Texas, National Association (formerly Texas Commerce Bank National Association)), as trustee (the “Trustee”) under the indenture, dated as of August 12, 1996, between Electronic Data Systems Corporation (as predecessor to the Company) and Texas Commerce Bank National Association (as predecessor to the Trustee) (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture relating to the Company’s 7.45% Notes due 2029 (the “Securities”), dated as of October 12, 1999, between Electronic Data Systems Corporation (as predecessor to the Company) and Chase Bank of Texas, National Association (as predecessor to the Trustee) (the “First Supplemental Indenture,” and together with the Base Indenture as amended, modified or otherwise supplemented from time to time with applicability to the Securities, the “Indenture”).

WHEREAS, Section 9.02 of the Base Indenture permits the Company and the Trustee, at any time and from time to time, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities (the “Requisite Consents”), to enter into one or more supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities;

WHEREAS, the Company proposes in and by this Ninth Supplemental Indenture to supplement and amend the Indenture in the manner set forth in this Ninth Supplemental Indenture as it applies to the Securities;

WHEREAS, the Company has (i) offered to exchange all of the outstanding Securities (the “Exchange Offer”) and (ii) solicited consents (the “Consent Solicitation”) to amend the Indenture to allow for, among other things, the elimination of substantially all of the restrictive covenants and certain Events of Default and related provisions contained in the Indenture and the Securities, and to provide for the termination and replacement of guarantees (the “Proposed Amendments”), upon the terms and subject to the conditions set forth in the Prospectus, dated as of January 8, 2018 (as amended and supplemented and together with the exhibits thereto, the “Prospectus”), and in the related letter of transmittal and consent (as amended and supplemented, the “Letter of Transmittal and Consent”);

WHEREAS, in connection with the Exchange Offer and Consent Solicitation, the Company will, upon the satisfaction of certain conditions set forth in the Prospectus and the Letter of Transmittal and Consent, deliver (i) the Total Consideration (as defined below) to each Holder that validly tenders its Securities in the Exchange Offer and delivers its consent in the Consent Solicitation, in each case to Global Bondholder Services Corporation, the exchange agent, information agent and depositary for the Exchange Offer and Consent Solicitation (the “Depositary”), prior to the Early Consent Time (as defined in the Prospectus) or (ii) the Exchange Offer Consideration (as defined below) to each Holder that validly tenders it Securities in the Exchange Offer and delivers its consent in the Consent Solicitation, in each case to the Depositary prior to the Expiration Date (as defined in the Prospectus);

 

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WHEREAS, the “Total Consideration” for each $1,000 in aggregate principal amount of Securities tendered consists of (i) $1,000 principal amount of new 7.45% senior notes due 2029 of DXC Technology Company and (ii) a $50 early consent payment;

WHEREAS, the “Exchange Offer Consideration” for each $1,000 in aggregate principal amount of Securities tendered consists of $1,000 principal amount of new 7.45% senior notes due 2029 of DXC Technology Company and does not include an early consent payment;

WHEREAS, the Company’s ability to effect the Proposed Amendments is conditioned upon, among other things, receipt by the Company of the Requisite Consents, with such Proposed Amendments becoming operative with respect to the Indenture only if the Issuers accept for exchange Securities tendered in the Exchange Offer (the “Operative Time”);

WHEREAS, the Company has received the Requisite Consents to effect the Proposed Amendments (based on certificates made by the Depositary), and has provided the Trustee with an Officers’ Certificate and an Opinion of Counsel pursuant to Sections 9.02 and 12.05 of the Base Indenture certifying as to the same;

WHEREAS, the Proposed Amendments do not violate Section 316(b) of the TIA;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Ninth Supplemental Indenture; and

WHEREAS, all acts and requirements necessary to make this Ninth Supplemental Indenture a valid and binding agreement and supplement to the Indenture have been done and performed;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee agree for the benefit of each other and for the equal and proportionate benefit of the Holders of the Securities as follows:

SECTION 1. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

SECTION 2. Amendments to the Indenture.

a) Amendment of Section 1.01. Section 1.1 of the Indenture is amended by deleting from such section those defined terms and section references that, by virtue of the amendments effected by this Ninth Supplemental Indenture, are no longer used in the Indenture or the Securities as amended hereby.

b) Amendment of Section 4.07. Section 4.07 of the Indenture is hereby deleted in its entirety, together with any references thereto in the Indenture or the Securities, and is replaced with the following: “[Reserved].”

 

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c) Amendment of Section 4.08. Section 4.08 of the Indenture is hereby deleted in its entirety, together with any references thereto in the Indenture or the Securities, and is replaced with the following: “[Reserved].”

d) Amendment of Section 5.03. Section 5.03 of the Indenture is hereby deleted in its entirety, together with any references thereto in the Indenture or the Securities, and is replaced with the following: “[Reserved].”

e) Amendment of Section 6.01. Clauses (d) and (e) of the Indenture are hereby deleted in their entirety, together with any references thereto in the Indenture or the Securities, and are replaced with the following: “[Reserved].”

f) Amendment of Section 9.01. Section 9.01 of the Indenture is hereby amended to add a new clause (l) as set forth below, and further, the “and” of clause (j) is hereby deleted and inserted at the end of clause (k):

(l) to unconditionally terminate an existing guarantee of the Securities if, upon the distribution by the Company’s existing parent (the “Existing Parent”) of 100% of the Company’s equity interests, the Company becomes a direct or indirect wholly owned subsidiary of a parent company other than the Existing Parent (a “Successor Parent”); provided that such terminated guarantee is concurrently replaced with an unconditional guarantee of the Securities by the Successor Parent and such action is otherwise permitted under the Indenture.

g) Amendment of Section 10.01. Section 10.01 of the Indenture is hereby deleted in its entirety, together with any references thereto in the Indenture or the Securities, and is replaced with the following: “[Reserved].”

h) Amendment of Section 10.02. Section 10.02 of the Indenture is hereby deleted in its entirety and amended and replaced with the following:

SECTION 10.02. Rights and Duties of Successor Corporation.

In case of any consolidation or merger, or conveyance or sale of the assets of the Company as an entirety or substantially as an entirety, the resulting, surviving or transferee Person if other than the Company (the “Successor Company”) shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part and shall assume the obligations of the Company under the Securities and the Indenture, and the predecessor corporation shall be relieved of any further obligation under the Indenture and the Securities. The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of the Successor Company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities and Coupons, if any, appertaining

 

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thereto, which the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities and Coupons, if any, appertaining thereto so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities and Coupons, if any, appertaining thereto theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Debt Securities and Coupons had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Debt Securities and Coupons, if any, appertaining thereto thereafter to be issued as may be appropriate.

SECTION 3. Effectiveness of this Ninth Supplemental Indenture. Upon the execution of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be amended and supplemented in accordance herewith, and this Ninth Supplemental Indenture shall form a part of the Indenture for all purposes and each Holder shall be bound thereby; provided, however, that the amendments to the Indenture referred to in Section 2 above will not become operative until the Operative Time.

SECTION 4. Duplicate Originals.

The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 5. Governing Law.

This Ninth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6. Separability.

In case any provision in this Ninth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 7. Headings.

The section headings of this Ninth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Ninth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 8. Notices.

Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by next day, express or first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Any notice to the Trustee will be effective only upon receipt. In each case the notice or communication should be addressed as follows:

 

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if to the Company:		Enterprise Services LLC 13600 EDS Drive Herndon, VA 20171 Attention: General Counsel
if to the Trustee:		The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 400, Los Angeles, CA 90071 Attn: Corporate Trust Administration—Corporate Unit

The Company or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.

SECTION 9. Application of Ninth Supplemental Indenture.

The Indenture, as supplemented by this Ninth Supplemental Indenture, is in all respects ratified and confirmed. This Ninth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

SECTION 10. Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

SECTION 11. Conflict with Base Indenture.

To the extent not expressly amended or modified by this Ninth Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this Ninth Supplemental Indenture relating to the Securities is inconsistent with any provision of the Base Indenture, the provision of this Ninth Supplemental Indenture shall control.

SECTION 12. Trustee Disclaimer.

The Trustee makes no representation as to the validity or sufficiency of this Ninth Supplemental Indenture and the Securities other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein and in the Securities are deemed to be those of the Company and not the Trustee and the Trustee assumes no responsibility for the same. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused the Ninth Supplemental Indenture to be duly executed as of the date first written above.

 

 

[Signature Page to Ninth Supplemental Indenture]

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[Signature Page to Ninth Supplemental Indenture]

Exhibit 99.1

DXC Technology Announces Preliminary Results of Early Tenders and Consents in Exchange Offer and Consent Solicitation and Execution of Supplemental Indenture

NEWS RELEASE – January 23, 2018

TYSONS, Va., January 23, 2018 – DXC Technology Company (NYSE: DXC) (“DXC”) today announced preliminary results in connection with its previously announced (i) offer to exchange all validly tendered and accepted notes of the following series issued by Enterprise Services LLC (“EDS”) for new notes (“New Notes”) to be issued by DXC (the “Exchange Offer”); and (ii) the related consent solicitation to certain proposed amendments to the indenture governing the Old Notes (as defined below) (the “Consent Solicitation”).

 

Notes to be exchanged (the “Old Notes”)		CUSIP No. for the Old Notes		Aggregate principal amount of Old Notes tendered and consenting as of the Early Consent Date				Percentage of total outstanding principal amount of Old Notes tendered and consenting as of the Early Consent Date
7.45% Senior Notes due 2029		285659AF5		$	232,149,000				77.38	%

As of 5:00 p.m., New York City time, on January 22, 2018 (the “Early Consent Date”), according to Global Bondholder Services Corporation, the information and exchange agent, approximately $232,149,000, representing a majority of the outstanding aggregate principal amount of the Old Notes, had been validly tendered and not validly withdrawn in the Exchange Offer and Consent Solicitation. Accordingly, EDS has received consents sufficient to approve the proposed amendments to the indenture governing the Old Notes to, among other things, eliminate substantially all of the restrictive covenants in the indenture governing the Old Notes, eliminate certain events of default, amend the indenture governing the Old Notes to provide for the termination and replacement of guarantees and make certain conforming changes to the indenture governing the Old Notes to reflect the proposed amendments.

On January 22, 2018, EDS and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), executed a supplemental indenture to the indenture governing the Old Notes incorporating the proposed amendments (the “Supplemental Indenture”). The Supplemental Indenture became effective upon execution and delivery by EDS and the Trustee, however the proposed amendments will not become operative until the Settlement Date.

DXC has filed a registration statement on Form S-4 relating to the Exchange Offer (as amended, the “Registration Statement”). Amendment No. 1 to the Registration Statement was filed with the Securities and Exchange Commission (the “SEC”) on January 8, 2018, and has been declared effective. The Exchange Offer and Consent

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Solicitation are being made pursuant to the terms and conditions set forth in DXC’s prospectus, dated as of January 8, 2018 (the “Prospectus”), which forms a part of the Registration Statement. The Exchange Offer and Consent Solicitation commenced on January 8, 2018 and expire immediately following 11:59 p.m., New York City time, on February 5, 2018, unless extended (such date and time, as the same may be extended, the “Expiration Date”). As of the Early Consent Date, holders may no longer withdraw tendered Old Notes, except as required by law. Further, since the Supplemental Indenture has been entered into, holders may no longer revoke the related consents, except as required by law.

The New Notes are expected to be issued and the early consent payment (as defined in the Prospectus) is expected to be paid to eligible holders on or about the second business day following the Expiration Date (the “Settlement Date”), which Settlement Date is currently anticipated to be February 7, 2018. The consummation of the Exchange Offer and the Consent Solicitation are subject to, and conditional upon, among other things, the satisfaction or, where permitted, waiver of the conditions discussed in the Prospectus prior to the Expiration Date.

The dealer manager for the Exchange Offer and the solicitation agent for the Consent Solicitation is:

MUFG

1221 Avenue of the Americas, 6th Floor

New York, New York 10020

Attn: Liability Management

Collect: (212) 405-7481

Toll-Free: (877) 744-4532

The exchange agent and information agent for the Exchange Offer is:

Global Bondholder Services Corporation

65 Broadway—Suite 404

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774

All others call toll free: (866) 470-3900

Latham & Watkins LLP is acting as legal advisor to DXC in connection with the Exchange Offer and Consent Solicitation. Davis Polk & Wardwell LLP is acting as legal advisor to MUFG in connection with the Exchange Offer and Consent Solicitation.

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ADDITIONAL INFORMATION AND WHERE TO FIND IT

DXC Technology has filed a Registration Statement (including a prospectus) with the SEC for the Exchange Offer and Consent Solicitation to which this press release relates. Before you decide to participate in the Exchange Offer and Consent Solicitation, you are urged to read the prospectus, the Registration Statement and other relevant documents applicable to such exchange which are filed or to be filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about DXC, the Exchange Offer and Consent Solicitation and related matters. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by DXC by requesting them by mail at Investor Relations Department, DXC Technology Company, 1775 Tysons Boulevard, Tysons, Virginia 22102 or by telephone at (703) 245-9700.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein. The Exchange Offer and Consent Solicitation may be made only pursuant to the terms and conditions set forth in DXC’s Prospectus and Registration Statement, which have been filed with the SEC, and the other related materials.

ABOUT DXC TECHNOLOGY

DXC Technology (DXC: NYSE) is the world’s leading independent, end-to-end IT services company, helping clients harness the power of innovation to thrive on change. Created by the merger of CSC and the Enterprise Services business of Hewlett Packard Enterprise, DXC Technology serves nearly 6,000 private and public sector clients across 70 countries. The company’s technology independence, global talent and extensive partner network combine to deliver powerful next-generation IT services and solutions. DXC Technology is recognized among the best corporate citizens globally.

All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent DXC’s intentions, plans, expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved. These statements are subject to numerous assumptions, risks, uncertainties, and other factors, many outside of DXC’s control, that could cause actual results to differ materially from the results described in such statements. For a description of these factors, including specific risks relating to the Exchange Offer and Consent Solicitation, please see DXC’s most recent Quarterly Report on Form 10-Q and the Prospectus and any updating information in subsequent SEC filings. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. 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 press release or to reflect the occurrence of unanticipated events except as required by law.

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