DXC Technology Company entered into several agreements in connection with the spin-off of DXC from Hewlett Packard Enterprise Company (HPE) and subsequent merger of Computer Sciences Corporation (CSC) with and into a wholly owned subsidiary of DXC (Merger). As contemplated by the Spin-Off and the Merger, on December 16, 2016, DXC entered into a term loan agreement together with the lenders named therein, the arrangers named therein and The Bank of Tokyo-Mitsubishi UFJ Ltd., as administrative agent, providing for a senior unsecured delayed draw, term loan facility in the aggregate principal amount of $2 billion, consisting of Tranche A-1 Term Loans in U.S. dollars in an aggregate amount of $375 million (Tranche A-1 Loans), Tranche A-2 Term Loans in U.S. dollars in an aggregate amount of $1.310 billion (Tranche A-2 Loans) and Tranche A-3 Term Loans in Euros in an aggregate amount of the Euro equivalent of $315 million (Tranche A-3 Loans). On March 31, 2017, all of the Tranche A-1 Loans and the Tranche A-2 Loans were funded in an aggregate amount of $1.685 billion and all of the Tranche A3 Loans were funded in an aggregate amount of 290,052,000 Euros, the proceeds of which were used by DXC to distribute to HPE cash in an aggregate amount equal to approximately $3.008 billion (Everett Payment). On April 3, 2017, in connection with that certain Waiver and Amendment No. 3 to the Amended and Restated Credit Agreement dated as February 17, 2017, which amended that certain Amended and Restated Credit Agreement dated as of October 11, 2013 (Revolving Credit Agreement) by and among CSC, as borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, Citicorp International Limited as tranche B sub-agent, and Citibank International PLC, London Branch as swing line sub-agent, DXC entered into an assumption agreement whereby DXC replaced CSC as the “Company” (as the principal borrower and as the guarantor of borrowings by subsidiary borrowers) under the Revolving Credit Agreement. On April 3, 2017, DXC and the incremental lenders providing such incremental commitments exercised an option under the Revolving Credit Agreement to incur incremental commitments thereunder in an aggregate amount of $740 million (Incremental Revolving Commitments). The incurrence of the Incremental Revolving Commitments resulted in an increase in the aggregate outstanding size of the unsecured revolving credit facility under the Revolving Credit Agreement from $2.95 billion to $3.69 billion, consisting of $3.12 billion under the Tranche A Facility, which is available to be drawn in US dollars, Euro and Sterling, and $570 million under the Tranche B Facility, which is available to be drawn in US dollars, Euro, Sterling, Yen, Singapore Dollars and Australian Dollars. Of the $3.69 billion of commitments under the Revolving Credit Agreement, $3.62 billion will mature on January 15, 2022, and $70 million will mature on January 15, 2021. On April 3, 2017, in connection with that certain Waiver and Amendment No. 2 to the Credit Agreement dated as of February 17, 2017, which amended that certain Credit Agreement dated as of December 16, 2015 among CSC Computer Sciences UK Holdings Limited (company number 07073338), a company incorporated in England, CSC, the lenders from time to time party hereto and Lloyds Bank plc, as administrative agent, DXC entered into an assumption agreement whereby the guaranty by CSC under the UK Term Loan Credit Agreement was replaced with a guaranty by DXC. On April 3, 2017, in connection with that certain Waiver and Amendment No. 1 to the Term Loan Credit Agreement dated as of February 17, 2017, which amended that certain Term Loan Credit Agreement dated as of March 21, 2016 among CSC, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, DXC entered into an assumption agreement whereby DXC replaced CSC as the “Company” (borrower) under the US Term Loan Credit Agreement. On April 3, 2017, in connection with that certain Waiver and Amendment No. 2 to the Syndicated Facility Agreement dated as of February 17, 2017, which amended that certain Syndicated Facility Agreement dated as of July 25, 2016 among CSC Australia Pty. Limited and UXC Limited, as borrowers, CSC, as guarantor, the lenders from time to time party thereto and Commonwealth Bank of Australia, as agent and as mandated lead arranger and bookrunner, DXC entered into an assumption agreement whereby the guaranty by CSC under the Syndicated Facility Agreement was replaced with a guaranty by DXC. On April 3, 2017, in connection with that certain Second Amendment to Amended and Restated Master Loan and Security Agreement Number: 27108-7000 dated as of February 17, 2017, which amended that certain Amended and Restated Master Loan and Security Agreement (Number: 27108-70000) dated as of April 4, 2016 among CSC Asset Funding I LLC, as borrower, CSC, as guarantor, Banc of America Leasing & Capital, LLC, as lender and as an assignee lender, The Bank of Tokyo-Mitsubishi UFJ Ltd., as an assignee lender and Bank of America, N.A., as agent, DXC entered into an assumption agreement whereby the guaranty by CSC under the Equipment Facility was replaced with a guaranty by DXC.

In connection with the consummation of the Spin-Off, each of Timothy C. Stonesifer, Rishi Varma, Jeremy K. Cox and Mary Agnes Wilderotter resigned from the DXC board of directors and each of Mukesh Aghi, Amy E. Alving, David L. Herzog, Sachin Lawande, J. Michael Lawrie, Julio A. Portalatin, Peter Rutland, Manoj P. Singh and Margaret C. Whitman was appointed to the Board, in each case effective as of April 1, 2017. On April 3, 2017, Mr. Lawrie was appointed as Chairman of the Board, and Mr. Rutland was designated Lead Independent Director.