8-K

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): May 24, 2016

	COMPUTER SCIENCES CORPORATION
	(Exact name of Registrant as specified in its charter)

Nevada	1-4850		95-2043126
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
1775 Tysons Boulevard		22102
Tysons, Virginia		(Zip Code)
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code (703) 876-1000
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):
[X]  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))

Item 2.02      Results of Operations and Financial Condition.

On May 24, 2016, Computer Sciences Corporation (the “Company”) issued a press release reporting its preliminary financial results for the fourth quarter ended April 1, 2016. The Company will hold a conference call at 5:30 PM ET, on Tuesday, May 24, 2016 in which the Chief Executive Officer and the Chief Financial Officer will discuss this matter. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference and made a part hereof.

This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

All statements in this report that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings.  The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.

Item 7.01.    Regulation FD Disclosure

On May 24, 2016, Computer Sciences Corporation (the "Company") issued a press release announcing the merger of the Company with the Enterprise Services Segment of Hewlett Packard Enterprise to create a global IT services leader. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference and made a part hereof.

This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is filed herewith.

Exhibit No.	Description
99.1	Earnings Press Release issued May 24, 2016
99.2	Press Release entitled "CSC Announces Merger with Enterprise Services Segment of Hewlett Packard Enterprise to Create Global IT Services Leader" issued May 24, 2016

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 thereto duly authorized.

			COMPUTER SCIENCES CORPORATION
Dated:	May 24, 2016	By:	/s/ Paul N. Saleh
			Paul N. Saleh
			Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Earnings Press Release issued May 24, 2016
99.2	Press Release entitled "CSC Announces Merger with Enterprise Services Segment of Hewlett Packard Enterprise to Create Global IT Services Leader" issued May 24, 2016

EX-99.1

Exhibit 99.1

Moved on Business Wire

CSC Delivers Solid Results in Fourth Quarter and

Fiscal Year 2016

• Q4 Earnings per Share from Continuing Operations of $(0.73) Includes Cumulative Impact of Certain Items of $(1.48) per Share

• Q4 Non-GAAP Diluted Earnings per Share of $0.73, up 3% YoY

• FY16 Diluted Earnings per Share from Continuing Operations of $0.45 Includes Cumulative Impact of Certain Items of $(2.07) per Share

• FY16 Non-GAAP Diluted Earnings per Share of $2.52, up 13% YoY

• FY16 Net Cash Provided by Operating Activities of $802 million

• FY16 Free Cash Flow of $319 million

• FY17 Non-GAAP Diluted EPS from Continuing Operations Target of $2.75 to $3.00

TYSONS, Va., May 24, 2016 - CSC (NYSE: CSC) today reported results for the fourth quarter of fiscal year 2016.

“In fiscal 2016, CSC took transformative steps forward in our strategy of delivering next-generation capabilities to our customers globally” said Mike Lawrie, chairman, president and CEO. “Following the successful separation of our federal public sector business, we acquired UXC and Xchanging, two leaders in enterprise applications and insurance solutions, respectively. As we continue to invest in our offerings, we reported solid profitability and earnings growth in fiscal 2016, and are well positioned to deliver revenue growth and margin expansion in the coming year.”

Financial Highlights

Financial Highlights - Fourth Quarter Fiscal 2016

• Earnings per share from continuing operations was $(0.73) in the fourth quarter, compared with $(0.93) in the fourth quarter of fiscal 2015, and includes:

• $(0.45) from separation, restructuring and other transaction costs

• $(0.66) pension & OPEB actuarial and settlement impacts

• $0.10 in debt extinguishment costs, and

• $(0.42) related to the adoption of ASU 2016-09.

• Non-GAAP diluted earnings per share was $0.73 excluding these items, compared with $0.71 in the fourth quarter of fiscal 2015.

• (Loss) income from continuing operations was $(101) million in the fourth quarter, compared with $(131) million in the fourth quarter of fiscal 2015, and includes:

• $(64) million from separation, restructuring and other transaction costs

• $(94) million of pension & OPEB actuarial and settlement impacts

• $(60) million in debt extinguishment costs, and

• $14 million related to the adoption of ASU 2016-09.

• Non-GAAP income from continuing operations was $103 million excluding these items, compared with $102 million in the year-ago quarter.

• (Loss) income from continuing operations, before taxes of $(187) million includes:

• $(78) million from separation, restructuring and other transaction costs

• $(118) million of pension & OPEB actuarial and settlement impacts

• $(100) million in debt extinguishment costs.

• Non-GAAP income from continuing operations, before taxes was $109 million excluding these items.

• Adjusted operating income of $138 million compared with $196 million in the year-ago quarter. Adjusted operating margin of 7.6% decreased from 10.3% in the year-ago quarter.

• Adjusted earnings before interest and taxes (EBIT) of $123 million compared with $151 million in the year-ago quarter.

Financial Highlights - Fiscal Year 2016

• Earnings per share from continuing operations was $0.45 in fiscal year 2016, compared with $(1.52) in fiscal year 2015, and includes:

• $(0.38) from certain CSRA overhead costs

• $0.16 of U.S. Pension & OPEB impacts related to our separation from CSRA

• $(0.85) of separation, restructuring & other transaction costs

• $(0.57) of pension & OPEB actuarial & settlement losses

• $(0.02) of SEC settlement-related items

• $(0.42) in debt extinguishment costs

• $0.03 of tax valuation allowance impacts.

• Non-GAAP diluted earnings per share was $2.52 excluding these items, compared with $2.24 in fiscal year 2015.

• Income (loss) from continuing operations was $65 million, compared with $(217) million in fiscal year 2015, and includes:

• $(54) million million from certain CSRA overhead costs

• $23 million of U.S. Pension & OPEB impacts related to our separation of CSRA

• $(120) million of separation, restructuring & other transaction costs

• $(81) million of pension & OPEB actuarial & settlement losses

• $(3) million of SEC settlement-related items

• $(60) million in debt extinguishment costs

• $4 million of tax valuation allowance and adjustments impacts.

• Non-GAAP income from continuing operations was $356 million excluding these items, compared with $326 million in fiscal year 2015.

• Income (loss) from continuing operations, before taxes of $10 million includes:

• $(88) million from certain CSRA overhead costs

• $38 million of U.S. Pension & OPEB costs

• $(161) million of separation, restructuring & other transaction costs

• $(99) million of pension & OPEB actuarial & settlement losses

• $(5) million of SEC settlement-related items, and

• $(100) million in debt extinguishment costs.

• Non-GAAP income from continuing operations, before taxes was $425 million excluding these items.

• Adjusted operating income of $632 million compared with $687 million in fiscal year 2015. Adjusted operating margin of 8.9% increased from 8.5% in fiscal year 2015.

• Adjusted earnings before interest and taxes (EBIT) of $503 million compared with $513 million in fiscal year 2015.

• Net cash provided by operating activities was $802 million compared with $1,473 million in the prior year.

• Fiscal 2016 free cash flow was $319 million versus $757 million in the prior year.

Global Business Services

GBS revenue of $941 million in the quarter compares with $980 million in the year-ago quarter, a decline of 1.1% year-over-year in constant currency. Growth in the BPS and Big Data businesses partially offset a decline in the Consulting business. GBS operating margin, excluding the impact of certain items, was 11.1%, down from 16.3% a year ago, reflecting incremental investments in our BPS and next-generation offerings. New business awards for GBS were $1.1 billion in the fourth quarter.

Global Infrastructure Services

GIS revenue of $866 million in the quarter compares with $930 million in the year-ago quarter, a decline of 3.7% year-over-year in constant currency. Growth in our next-generation offerings including Cloud and MyWorkStyle partially offset the moderating decline in the traditional outsourcing business. GIS operating margin, excluding the impact of certain items, was 6.0%, up from 5.8% a year ago. New business awards for GIS were $1.2 billion in the quarter.

Completion of UXC and Xchanging Acquisitions

During the fourth quarter, CSC completed the acquisition of UXC. CSC subsequently also completed the acquisition of Xchanging in the first quarter of fiscal 2017.

Returning Capital to Shareholders

During the fourth quarter, CSC returned $65 million to shareholders consisting of $20 million in common stock dividends and $45 million of share repurchases. During the quarter, CSC repurchased 1.5 million shares at an average price of $30.08.

For fiscal year 2016, CSC returned $603 million to shareholders in the form of $430 million in common stock dividends and $173 million of share repurchases. During the year, CSC repurchased 3.8 million shares.

CSC had 138,384,835 basic shares outstanding on April 1, 2016.

Earnings Conference Call and Webcast

CSC senior management will host a conference call and webcast on the same day at 5:30 p.m. EDT. The dial-in number for domestic callers is 888-244-2416. Callers who reside outside of the United States or Canada should dial 913-312-1384. The passcode for all participants is 3124172. The webcast audio and any presentation slides will be available on CSC’s Investor Relations website.

A replay of the conference call will be available from approximately two hours after the conclusion of the call until May 31, 2016. The replay dial-in number is 888-203-1112 for domestic callers and 719-457-0820 for callers who reside outside of the United States and Canada. The replay passcode is also 3124172. A replay of this webcast will also be available on CSC’s website.

Non-GAAP Measures

In an effort to provide investors with additional information regarding the Company’s preliminary and unaudited results as determined by U.S. generally accepted accounting principles (GAAP), the Company has also disclosed in this press release preliminary non-GAAP information, and certain further adjustments thereto, which management believes provides useful information to investors, including: constant currency, operating income, adjusted operating income, operating and adjusted operating margin, EBIT, adjusted EBIT, EBIT and adjusted EBIT margin, free cash flow, and non-GAAP results including non-GAAP income from continuing operations and non-GAAP diluted earnings per share from continuing operations. Reconciliations of the preliminary non-GAAP measures to the respective and most directly comparable GAAP measures, as well as the rationale for management’s use of non-GAAP measures, are included below.

About CSC

CSC (NYSE: CSC) leads clients on their digital transformation journeys. The company provides innovative next-generation technology services and solutions that leverage deep industry expertise, global scale, technology independence and an extensive partner community. CSC serves leading commercial and international public sector organizations throughout the world. CSC is a Fortune 500 company and ranked among the best corporate citizens. For more information, visit the company's website at www.csc.com.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise, except as required by law.

# # #

Contact:

Richard Adamonis, Corporate Media Relations, 862.228.3481, radamonis@csc.com

Neil DeSilva, Global M&A and Investor Relations, 703.641.3000, neildesilva@csc.com

Note: On November 27, 2015, CSC completed the separation of CSRA. The Company’s results from the prior year have been adjusted to reflect the separation.

Business Segment Revenues, Operating Income (Loss) and Operating Margins

(preliminary and unaudited)

Revenues by Segment
	Quarter Ended
(Amounts in millions)	April 1, 2016		April 3, 2015		% Change		% Change in Constant Currency(1)
Global Business Solutions	$	941	$	980	(4.0	)%	(1.1	)%
Global Infrastructure Services	866		930		(6.9	)%	(3.7	)%
Total Revenue	$	1,807	$	1,910	(5.4	)%	(2.4	)%
	Twelve Months Ended
(Amounts in millions)	April 1, 2016		April 3, 2015		% Change		% Change in Constant Currency(1)
Global Business Solutions	$	3,637	$	4,036	(9.9	)%	(3.8	)%
Global Infrastructure Services	3,469		4,081		(15.0	)%	(9.6	)%
Total Revenue	$	7,106	$	8,117	(12.5	)%	(6.7	)%

⁽¹⁾  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-U.S. Generally Accepted Accounting Principle (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.

Operating Income (Loss) and Operating Margins by Segment
	Quarter Ended
	April 1, 2016					April 3, 2015
(Amounts in millions)	Operating Income (Loss)			Operating Margin		Operating Income (Loss)			Operating Margin
Global Business Solutions	$	82		8.7	%	$	39		4.0	%
Global Infrastructure Services	29			3.3	%	(49		)	(5.3	)%
Corporate & Eliminations	(18		)	—	%	(29		)	—	%
Total Operating Income (Loss)	$	93		5.1	%	$	(39	)	(2.0	)%

	Twelve Months Ended
	April 1, 2016					April 3, 2015
(Amounts in millions)	Operating Income (Loss)			Operating Margin		Operating Income (Loss)			Operating Margin
Global Business Solutions	$	381		10.5	%	$	405		10.0	%
Global Infrastructure Services	216			6.2	%	162			4.0	%
Corporate & Eliminations	(82		)	—	%	(108		)	—	%
Total Operating Income	$	515		7.2	%	$	459		5.7	%

Consolidated Statements of Operations

(preliminary and unaudited)

	Quarter Ended						Twelve Months Ended
(Amounts in millions, except per-share amounts)	April 1, 2016			April 3, 2015			April 1, 2016			April 3, 2015
Revenues	$	1,807		$	1,910		$	7,106		$	8,117
Costs of services (excludes depreciation and amortization and restructuring costs)	1,460			1,618			5,185			6,159
Selling, general and administrative (excludes depreciation and amortization, SEC settlement related charges and restructuring costs)	251			266			1,040			1,220
Selling, general and administrative - SEC settlement related charges	—			2			—			197
Depreciation and amortization	155			182			658			840
Restructuring costs	11			241			23			256
Separation costs	9			—			19			—
Interest expense	31			30			123			126
Interest income	(12		)	(6		)	(38		)	(20		)
Debt extinguishment costs	95			—			95			—
Other (income) expense, net	(6		)	5			(9		)	10
Total costs and expenses	1,994			2,338			7,096			8,788
(Loss) income from continuing operations, before taxes	(187		)	(428		)	10			(671		)
Income tax (benefit) expense	(86		)	(297		)	(55		)	(454		)
(Loss) income from continuing operations	(101		)	(131		)	65			(217		)
Income from discontinued operations, net of taxes	(25		)	143			191			224
Net (loss) income	(126		)	12			256			7
Less: net income attributable to noncontrolling interest, net of tax	—			3			12			15
Net (loss) income attributable to CSC common stockholders	$	(126	)	$	9		$	244		$	(8	)
(Loss) earnings per common share
Basic:
Continuing operations	$	(0.73	)	$	(0.93	)	$	0.46		$	(1.52	)
Discontinued operations	(0.18		)	0.99			1.30			1.46
	$	(0.91	)	$	0.06		$	1.76		$	(0.06	)
Diluted:
Continuing operations	$	(0.73	)	$	(0.93	)	$	0.45		$	(1.52	)
Discontinued operations	(0.18		)	0.99			1.28			1.46
	$	(0.91	)	$	0.06		$	1.73		$	(0.06	)
Cash dividend per common share	$	0.14		$	0.23		$	2.99		$	0.92
Weighted average common shares outstanding for:
Basic EPS	138.05			140.76			138.28			142.56
Diluted	138.05			140.76			141.33			142.56

Selected Balance Sheet Data

(preliminary and unaudited)

	As of
(Amounts in millions)	April 1, 2016			April 3, 2015
Assets
Cash and cash equivalents	$	1,178		$	2,076
Receivables, net	1,827			1,678
Prepaid expenses and other current assets	415			292
Assets of discontinued operations	—			806
Total current assets	3,420			4,852
Software, net	712			718
Outsourcing contract costs, net	334			326
Goodwill	1,272			838
Other assets	658			498
Deferred income taxes, net	338			392
Property and equipment, net	1,025			1,110
Assets of discontinued operations - noncurrent	—			1,479
Total Assets	$	7,759		$	10,213
Liabilities
Short-term debt and current maturities of long-term debt	$	781		$	883
Accounts payable	341			295
Accrued payroll and related costs	288			265
Accrued expenses and other current liabilities	721			948
Deferred revenue and advance contract payments	509			457
Income taxes (receivable) payable	(58		)	23
Liabilities of discontinued operations	—			691
Total current liabilities	2,582			3,562
Long-term debt	1,863			1,635
Deferred revenue - long-term	348			354
Long-term pension obligations	298			287
Long-term income tax liabilities and deferred income taxes	497			463
Other long-term liabilities	160			209
Liabilities of discontinued operations - long-term	—			754
Total Equity	2,011			2,949
Total Liabilities and Equity	$	7,759		$	10,213

Consolidated Statements of Cash Flows

(preliminary and unaudited)

	Twelve Months Ended
(Amounts in millions)	April 1, 2016			April 3, 2015
Cash flows from operating activities:
Net income	$	256		$	7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	767			977
Pension & other postemployment benefits, actuarial & settlement losses	92			782
Stock-based compensation	46			68
Deferred taxes	—			(449		)
Gain on dispositions	(41		)	(22		)
Provision for losses on accounts receivable	6			2
Unrealized foreign currency exchange losses (gains)	43			(4		)
Impairment losses and contract write-offs	2			—
Debt extinguishment costs	95			—
Cash surrender value in excess of premiums paid	(10		)	(9		)
Other non-cash charges, net	—			39
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in receivables	138			237
Increase in prepaid expenses and other current assets	(15		)	(36		)
Decrease in accounts payable and accrued expenses	(356		)	(313		)
(Decrease) increase in accrual for SEC settlement related charges	(190		)	190
Increase (decrease) in income taxes payable and income tax liability	33			(23		)
(Decrease) increase in advanced contract payments and deferred revenue	(37		)	11
Other operating activities, net	(27		)	16
Net cash provided by operating activities	802			1,473
Cash flows from investing activities:
Purchases of property and equipment	(356		)	(381		)
Payments for outsourcing contract costs	(101		)	(68		)
Short-term investing	(70		)	—
Software purchased and developed	(184		)	(199		)
Payments for acquisitions, net of cash acquired	(554		)	(49		)
Business dispositions	37			(13		)
Proceeds from sale of assets	61			155
Other investing activities, net	(13		)	19
Net cash used in investing activities	(1,180		)	(536		)
Cash flows from financing activities:
Borrowings of commercial paper	821			—
Repayments of commercial paper	(263		)	—
Borrowings under lines of credit and short-term debt	2,206			—
Repayment of borrowings under lines of credit	(1,825		)	(32		)
Borrowing on long-term debt, net of discount	928			—
Principal payments on long-term debt	(1,869		)	(242		)
Proceeds from stock options and other common stock transactions	82			196
Taxes paid related to net share settlements of stock-based compensation awards	(48		)	(22		)
Debt extinguishment costs	(95		)	—
Repurchase of common stock and advance payment for accelerated share repurchase	(73		)	(842		)
Dividend payments	(430		)	(128		)
Borrowings for CSRA spin transaction	1,508			—
Transfers of cash to CSRA upon separation	(1,440		)	—
Other financing activities, net	13			(8		)
Net cash used in financing activities	(485		)	(1,078		)
Effect of exchange rate changes on cash and cash equivalents	(57		)	(204		)
Net decrease in cash and cash equivalents	(920		)	(345		)
Cash and cash equivalents at beginning of year	2,098			2,443
Cash and cash equivalents at end of year	$	1,178		$	2,098

Non-GAAP Financial Measures

The following tables reconcile non-GAAP financial measures of operating income, adjusted operating income, operating and adjusted operating margin, earnings before interest and taxes (EBIT), adjusted EBIT, EBIT and adjusted EBIT margin, and free cash flow to the respective most directly comparable financial measure calculated and presented in accordance with GAAP. Also presented below are the Company's non-GAAP results, which exclude certain items that management believes are not indicative of the Company's operating performance. CSC presents these non-GAAP results because management believes they assist investors in comparing the Company's performance across reporting periods on a consistent basis by excluding items that management does not believe are indicative of the Company's core operating performance, and are considered important measures by financial analysts covering CSC and its peers.

Management uses operating income (loss) to evaluate financial performance and it is one of the measures used in assessing management performance. One of the limitations associated with the use of operating income (loss), as compared to reported earnings, is that it does not reflect the complete financial results of the Company. CSC compensates for these limitations by providing a reconciliation between operating income (loss) and (loss) income from continuing operations, before taxes. Management uses free cash flow as one of the factors in reviewing the overall performance of the business. Management compensates for the limitations of this non-GAAP measure by also reviewing the GAAP measures of operating, investing and financing cash flows. Management uses non-GAAP income from continuing operations and non-GAAP EPS to evaluate the Company's results, excluding the impact of items that management believes are not indicative of the Company's operating performance. CSC compensates for the limitations of these non-GAAP measures by providing a reconciliation from non-GAAP results to reported results.

Adjustments to results of operations include:

• Certain CSRA overhead costs - Reflects costs historically allocated to CSRA but not included in discontinued operations based on Accounting Standards Codification Subtopic 205-20 "Presentation of Financial Statements - Discontinued Operations." These costs are expected to be largely eliminated on a prospective basis.

• U.S. Pension and OPEB - Reflects the impact of certain U.S. pension and other postretirement benefit (OPEB) plans historically included in CSC's financial results that have been transferred to CSRA as part of the separation.

• Separation, restructuring & other transaction costs - Reflects non-recurring costs related to CSC's separation of CSRA, as well as infrequently occurring costs related to CSC's (1) certain restructuring related to workforce optimization and real estate charges, including the fiscal 2015 special restructuring (2) previously announced acquisitions, and (3) process remediation related to fiscal 2016 software implementation.

• Pension and OPEB actuarial & settlement gains losses - Reflects pension and OPEB actuarial and settlement losses from mark-to-market accounting.

• Debt extinguishment costs - Reflects costs related to the fiscal 2016 redemption of all outstanding 6.50% term notes due March 2018.

• SEC settlement-related items - Reflects costs associated with certain SEC charges and settlements.

• Tax valuation allowance & adjustments - Reflects the adoption of ASU 2016-09, adjustments to tax valuation allowances in certain jurisdictions and the application of a 20% tax rate, for the first and second quarters of fiscal 2016, which is at the low end of the prospective targeted effective tax rate range of 20% to 25% and effectively excludes the impact of discrete tax adjustments for those periods.

GAAP Reconciliations

Operating Income (Loss) and Adjusted Operating Income

(preliminary and unaudited)

CSC defines operating income (loss) as revenue less costs of services, depreciation and amortization expense, restructuring costs and segment selling, general and administrative (G&A) expenses. Operating income (loss), as defined by CSC, excludes corporate G&A, actuarial and settlement charges related to CSC's pension and OPEB plans, SEC settlement related charges, separation costs and debt extinguishment costs. Operating margin is defined as operating income as a percentage of revenue.

Adjusted operating income is computed by excluding from operating income certain CSRA overhead costs, U.S. Pension and OPEB, separation, and restructuring & other transaction costs. Adjusted operating margin is defined as adjusted operating income as a percentage of revenue.

Reconciliations of adjusted operating income to (loss) income from continuing operations, before taxes are as follows:

	Quarter Ended						Twelve Months Ended
(Amounts in millions)	April 1, 2016			April 3, 2015			April 1, 2016			April 3, 2015
Adjusted operating income	$	138		$	196		$	632		$	687
Certain CSRA overhead costs	—			(7		)	(48		)	(38		)
U.S. Pension & OPEB	—			13			38			51
Separation, restructuring & other transaction costs	(45		)	(241		)	(107		)	(241		)
Operating income (loss)	93			(39		)	515			459
Corporate G&A	(45		)	(57		)	(216		)	(230		)
Pension & OPEB actuarial & settlement (losses) gains	(118		)	(298		)	(99		)	(584		)
SEC settlement related charges and Other	—			(5		)	—			(200		)
Separation costs	(9		)	—			(19		)	—
Interest expense	(31		)	(30		)	(123		)	(126		)
Interest income	12			6			38			20
Debt extinguishment costs	(95		)	—			(95		)	—
Other expense (income), net	6			(5		)	9			(10		)
(Loss) income from continuing operations, before taxes	$	(187	)	$	(428	)	$	10		$	(671	)
Adjusted operating margin	7.6		%	10.3		%	8.9		%	8.5		%
Operating margin	5.1		%	(2.0		)%	7.2		%	5.7		%

(Loss) Earnings Before Interest and Taxes (EBIT) and Adjusted Earnings Before Interest and Taxes (EBIT)

(preliminary and unaudited)

EBIT is defined as net income less income from discontinued operations, net of taxes, interest expense, interest income and income tax benefit. EBIT margin is defined as EBIT as a percentage of revenue.

Adjusted EBIT is computed by excluding from EBIT the impact of certain items, including certain CSRA overhead costs, U.S. Pension and OPEB, separation, restructuring & other transaction costs, SEC settlement-related charges, pension and OPEB actuarial & settlement losses, and debt extinguishment costs. Adjusted EBIT margin is computed as adjusted EBIT as a percentage of revenue.

A reconciliation of adjusted EBIT and EBIT to net income is as follows:

	Quarter Ended						Twelve Months Ended
(Amounts in millions)	April 1, 2016			April 3, 2015			April 1, 2016			April 3, 2015
Adjusted EBIT	$	123		$	151		$	503		$	513
Certain CSRA overhead costs	—			(24		)	(88		)	(104		)
U.S. Pension & OPEB	—			13			38			51
Separation, restructuring & other transaction costs	(78		)	(241		)	(159		)	(241		)
SEC settlement related charges and Other	—			(5		)	(5		)	(200		)
Pension & OPEB actuarial & settlement losses	(118		)	(298		)	(99		)	(584		)
Debt extinguishment costs	(95		)	—			(95		)	—
EBIT	(168		)	(404		)	95			(565		)
Interest expense	(31		)	(30		)	(123		)	(126		)
Interest income	12			6			38			20
Income tax benefit	86			297			55			454
(Loss) income from continuing operations	(101		)	(131		)	65			(217		)
Income from discontinued operations, net of taxes	(25		)	143			191			224
Net (loss) income	$	(126	)	$	12		$	256		$	7
Adjusted EBIT margin	6.8		%	7.9		%	7.1		%	6.3		%
EBIT margin	(9.3		)%	(21.2		)%	1.3		%	(7.0		)%

Free Cash Flow

(preliminary and unaudited)

CSC defines free cash flow as equal to the sum of (1) operating cash flows, (2) investing cash flows, excluding business acquisitions, dispositions and investments (including short-term investments and purchase or sale of available for sale securities), and (3) payments on capital leases and other long-term asset financings. Free cash flow is further adjusted for certain non-recurring cash flow items, such as (i) payments related to separation and transaction costs related to fiscal 2016 acquisitions, (ii) payments related to restructuring, (iii) SEC settlement related payments, (iv) benefit from the sale of accounts receivables and (v) certain CSRA overhead costs.

A reconciliation of net cash provided by operating activities to free cash flow is as follows:

	Quarter Ended						Twelve Months Ended
(Amounts in millions)	April 1, 2016			April 3, 2015			April 1, 2016			April 3, 2015
Net cash provided by operating activities	$	60		$	295		$	802		$	1,473
Net cash used in investing activities	(447		)	(137		)	(1,126		)	(536		)
Acquisitions, net of cash acquired	289			14			554			49
Business dispositions	—			—			(37		)	13
Short-term investments	(1		)	—			70			—
Payments on capital leases and other long-term asset financings	(31		)	(49		)	(166		)	(242		)
Payments on separation and other transaction costs	8			—			79			—
Payments on restructuring costs	56			—			173			—
SEC settlement-related payments	—			—			187			—
Sale of NPS accounts receivables	—			—			(239		)	—
Certain CSRA overhead costs	—			—			22			—
Free cash flow	$	(66	)	$	123		$	319		$	757

Adjusted Segment Operating Income (Loss) and Operating Margin

(preliminary and unaudited)

Adjusted operating income (loss) is computed by excluding from operating income (loss) certain CSRA overhead costs, U.S. Pension and OPEB, separation, and restructuring & other transaction costs. Reconciliations of operating income (loss) to adjusted operating income, for the quarters and twelve months ended April 1, 2016 and April 3, 2015, are as follows:

	Quarter Ended April 1, 2016
(Amounts in millions)	Operating income (loss)(1)			Separation, restructuring and other transaction costs			Adjusted operating income (loss)			Adjusted operating margin
Global Business Solutions	$	82		$	(22	)	$	104		11.1	%
Global Infrastructure Services	29			(23		)	52			6.0	%
Corporate	(18		)	—			(18		)	—
Total	$	93		$	(45	)	$	138		7.6	%

	Quarter Ended April 3, 2015
(Amounts in millions)	Operating income (loss)(1)			Certain CSRA overhead costs			U.S. Pension and OPEB		Special restructuring costs			Adjusted operating income (loss)			Adjusted operating margin
Global Business Solutions	$	39		$	—		$	4	$	(125	)	$	160		16.3	%
Global Infrastructure Services	(49		)	—			9		(112		)	54			5.8
Corporate	(29		)	(7		)	—		(4		)	(18		)	—
Total	$	(39	)	$	(7	)	$	13	$	(241	)	$	196		10.3	%

	Twelve Months Ended April 1, 2016
(Amounts in millions)	Operating income (loss)(1)			Certain CSRA overhead costs			U.S. Pension and OPEB		Separation, restructuring and other transaction costs			Adjusted operating income (loss)			Adjusted operating margin
Global Business Solutions	$	381		$	—		$	11	$	(53	)	$	423		11.6	%
Global Infrastructure Services	216			—			27		(48		)	237			6.8
Corporate	(82		)	(48		)	—		(6		)	(28		)	—
Total	$	515		$	(48	)	$	38	$	(107	)	$	632		8.9	%

	Twelve Months Ended April 3, 2015
(Amounts in millions)	Operating income (loss)(1)			Certain CSRA overhead costs			U.S. Pension and OPEB		Special restructuring costs			Adjusted operating income (loss)			Adjusted operating margin
Global Business Solutions	$	405		$	—		$	16	$	(125	)	$	514		12.7	%
Global Infrastructure Services	162			—			35		(112		)	239			5.9
Corporate & Eliminations	(108		)	(38		)	—		(4		)	(66		)	—
Total	$	459		$	(38	)	$	51	$	(241	)	$	687		8.5	%

⁽¹⁾  For a reconciliation between operating income (loss) and (loss) income from continuing operations, before taxes, refer to the reconciliation under the heading "Operating Income (Loss) and Adjusted Operating Income."

Non-GAAP Results

Non-GAAP results are financial measures calculated by excluding certain items, which management believes are not indicative of the Company's operating performance. A reconciliation of non-GAAP results to reported results is as follows:

	Quarter Ended April 1, 2016
(Amounts in millions, except per-share amounts)	As reported			Separation, restructuring & other transaction costs			Pension & OPEB actuarial & settlement losses			Debt extinguishment costs			Tax valuation allowance & adjustments			Non-GAAP results
Costs of services (excludes depreciation and amortization and restructuring costs)	$	1,460		$	—		$	(116	)	$	—		$	—		$	1,344
Selling, general and administrative (excludes depreciation and amortization, SEC settlement related charges and restructuring costs)	$	251		$	(40	)	$	(2	)	$	—		$	—		$	209
(Loss) income from continuing operations, before taxes	$	(187	)	$	(78	)	$	(118	)	$	(100	)	$	—		$	109
Income tax (benefit) expense	(86		)	(14		)	(24		)	(40		)	(14		)	6
(Loss) income from continuing operations	$	(101	)	$	(64	)	$	(94	)	$	(60	)	$	14		$	103
Net (loss) income	$	(126	)	$	(64	)	$	(94	)	$	(60	)	$	14		$	78
Less: net income attributable to noncontrolling interest, net of tax	—			—			—			—			—			—
Net (loss) income attributable to CSC common stockholders	$	(126	)	$	(64	)	$	(94	)	$	(60	)	$	14		$	78
Effective tax rate	46.0		%													5.5		%
Basic EPS from continuing operations	$	(0.73	)	$	(0.46	)	$	(0.68	)	$	(0.43	)	$	0.10		$	0.75
Diluted EPS from continuing operations	$	(0.73	)	$	(0.45	)	$	(0.66	)	$	(0.42	)	$	0.10		$	0.73
Weighted average common shares outstanding for:
Basic EPS	138.05			138.05			138.05			138.05			138.05			138.05
Diluted EPS	138.05			141.61			141.61			141.61			141.61			141.61

	Twelve Months Ended April 1, 2016
(Amounts in millions, except per-share amounts)	As reported			Certain CSRA overhead costs			U.S. Pension & OPEB		Separation, restructuring & other transaction costs			Pension & OPEB actuarial & settlement losses			SEC settlement related items			Debt extinguishment costs			Tax valuation allowance & adjust-ments			Non-GAAP results
Costs of services (excludes depreciation and amortization and restructuring costs)	$	5,185		$	(41	)	$	32	$	(5	)	$	(100	)	$	—		$	—		$	—		$	5,071
Selling, general and administrative (excludes depreciation and amortization, SEC settlement related charges and restructuring costs)	$	1,040		$	(47	)	$	6	$	(55	)	$	1		$	(5	)	$	—		$	—		$	940
Income (loss) from continuing operations, before taxes	$	10		$	(88	)	$	38	$	(161	)	$	(99	)	$	(5	)	$	(100	)	$	—		$	425
Income tax expense (benefit)	(55		)	(34		)	15		(41		)	(18		)	(2		)	(40		)	(4		)	69
Income (loss) from continuing operations	$	65		$	(54	)	$	23	$	(120	)	$	(81	)	$	(3	)	$	(60	)	$	4		$	356
Net income (loss)	$	256		$	(54	)	$	23	$	(120	)	$	(81	)	$	(3	)	$	(60	)	$	4		$	547
Less: net income attributable to noncontrolling interest, net of tax	12			—			—		—			—			—			—			—			12
Net income (loss) attributable to CSC common stockholders	$	244		$	(54	)	$	23	$	(120	)	$	(81	)	$	(3	)	$	(60	)	$	4		$	535
Effective tax rate	(550.0		)%																					16.2		%
Basic EPS from continuing operations	$	0.46		$	(0.39	)	$	0.17	$	(0.87	)	$	(0.59	)	$	(0.02	)	$	(0.43	)	$	0.03		$	2.57
Diluted EPS from continuing operations	$	0.45		$	(0.38	)	$	0.16	$	(0.85	)	$	(0.57	)	$	(0.02	)	$	(0.42	)	$	0.03		$	2.52
Weighted average common shares outstanding for:
Basic EPS	138.28			138.28			138.28		138.28			138.28			138.28			138.28			138.28			138.28
Diluted EPS	141.33			141.33			141.33		141.33			141.33			141.33			141.33			141.33			141.33

	Quarter Ended April 3, 2015
(Amounts in millions, except per-share amounts)	As reported			Certain CSRA overhead costs			U.S. Pension & OPEB		Pension & OPEB actuarial & settlement losses			SEC settlement related charges			Special restructuring costs			Tax valuation allowance & adjustments			Non-GAAP results
Costs of services (excludes depreciation and amortization and restructuring costs)	$	1,618		$	(6	)	$	11	$	(281	)	$	—		$	—		$	—		$	1,342
Selling, general and administrative (excludes SEC settlement related charges and restructuring costs)	$	266		$	(18	)	$	2	$	(17	)	$	(3	)	$	—		$	—		$	230
(Loss) income from continuing operations, before taxes	$	(428	)	$	(24	)	$	13	$	(298	)	$	(5	)	$	(241	)	$	—		$	127
Income tax (benefit) expense	(297		)	(9		)	5		(69		)	(2		)	(50		)	(197		)	25
(Loss) income from continuing operations	$	(131	)	$	(15	)	$	8	$	(229	)	$	(3	)	$	(191	)	$	197		$	102
Net income (loss)	$	12		$	(15	)	$	8	$	(229	)	$	(3	)	$	(191	)	$	197		$	245
Less: net income attributable to noncontrolling interest, net of tax	3			—			—		—			—			—			—			3
Net income (loss) attributable to CSC common stockholders	$	9		$	(15	)	$	8	$	(229	)	$	(3	)	$	(191	)	$	197		$	242
Effective tax rate	69.4		%																		19.7		%
Basic EPS from continuing operations	$	(0.93	)	$	(0.11	)	$	0.06	$	(1.63	)	$	(0.02	)	$	(1.36	)	$	1.40		$	0.72
Diluted EPS from continuing operations	$	(0.93	)	$	(0.11	)	$	0.06	$	(1.60	)	$	(0.02	)	$	(1.34	)	$	1.38		$	0.71
Weighted average common shares outstanding for:
Basic EPS	140.76			140.76			140.76		140.76			140.76			140.76			140.76			140.76
Diluted EPS	140.76			142.81			142.81		142.81			142.81			142.81			142.81			142.81

	Twelve Months Ended April 3, 2015
(Amounts in millions, except per-share amounts)	As reported			Certain CSRA overhead costs			U.S. Pension & OPEB		Pension & OPEB actuarial & settlement losses			SEC settlement related charges			Special restructuring costs			Tax valuation allowance & adjustments			Non-GAAP results
Costs of services (excludes depreciation and amortization and restructuring costs)	$	6,159		$	(32	)	$	43	$	(525	)	$	—		$	—		$	—		$	5,645
Selling, general and administrative (excludes depreciation and amortization, SEC settlement related charges and restructuring costs)	$	1,220		$	(72	)	$	8	$	(59	)	$	(3	)	$	—		$	—		$	1,094
(Loss) income from continuing operations, before taxes	$	(671	)	$	(104	)	$	51	$	(584	)	$	(200	)	$	(241	)	$	—		$	407
Income tax (benefit) expense	(454		)	(40		)	20		(135		)	(2		)	(50		)	(328		)	81
(Loss) income from continuing operations	$	(217	)	$	(64	)	$	31	$	(449	)	$	(198	)	$	(191	)	$	328		$	326
Net income	$	7		$	(64	)	$	31	$	(449	)	$	(198	)	$	(191	)	$	328		$	550
Less: net income attributable to noncontrolling interest, net of tax	15			—			—		—			—			—			—			15
Net (loss) income attributable to CSC common stockholders	$	(8	)	$	(64	)	$	31	$	(449	)	$	(198	)	$	(191	)	$	328		$	535
Effective tax rate	67.7		%																		19.9		%
Basic EPS from continuing operations	$	(1.52	)	$	(0.45	)	$	0.22	$	(3.15	)	$	(1.39	)	$	(1.34	)	$	2.30		$	2.29
Diluted EPS from continuing operations	$	(1.52	)	$	(0.44	)	$	0.21	$	(3.08	)	$	(1.36	)	$	(1.31	)	$	2.25		$	2.24
Weighted average common shares outstanding for:
Basic EPS	142.56			142.56			142.56		142.56			142.56			142.56			142.56			142.56
Diluted EPS	142.56			145.78			145.78		145.78			145.78			145.78			145.78			145.78

EX-99.2

CSC ANNOUNCES MERGER WITH ENTERPRISE SERVICES SEGMENT OF

HEWLETT PACKARD ENTERPRISE TO CREATE GLOBAL IT SERVICES LEADER

Strategic Combination of Two Complementary Businesses

Will Create Greater Value for Clients, Partners and Shareholders,

Growth Opportunities for Employees

• CSC and the Enterprise Services segment of Hewlett Packard Enterprise (HPE) to create leading pure-play global IT services company, uniquely positioned to lead clients on their digital transformations;

• New company expected to have annual revenues of $26 billion and more than 5,000 clients in 70 countries, covering every major global region;

• Combined company expectedto produce first-year synergies of approximately $1 billion post-close, with a run rate of $1.5 billion by the end of year one;

• CSC and HPE shareholders each will own approximately 50 percent of shares in the new company;

• Agreements between HPE and the new company to ensure ongoing beneficial relationship; and

• Mike Lawrie to become chairman, president and CEO of combined company; Meg Whitman to join the new company’s board; board appointments will be split equally between nominees of HPE and CSC.

TYSONS, Va., May 24, 2016–CSC (NYSE: CSC) today announced that its Board of Directors has unanimously approved a plan to merge the company with the Enterprise Services segment of Hewlett Packard Enterprise (HPE).

The strategic combination of the two complementary businesses will create one of the world’s largest pure-play IT services companies, uniquely positioned to lead clients on their digital transformations. The new company is expected to have annual revenues of $26 billion and more than 5,000 clients in 70 countries.

The merger is expected to be completed by the end of March 2017, subject to shareholderand regulatory reviews and approvals. Following the transaction, CSC and HPE shareholders each will own approximately 50 percent of the new company’s shares. The transaction is intended to be tax-free to CSC and HPE and their respective shareholders for federal income tax purposes.

Today’s announcement comes six months after CSC separated into two publicly traded companies: CSC, to serve commercial and government clients globally, and CSRA, which serves public sector clients in the United States. Both CSC and HPE’s Enterprise Services segments have been on upward trajectories, showing significant improvements in financial performance and client satisfaction scores.

Following completion of the transaction, Mike Lawrie, who currently serves as chairman, president and CEO of CSC, will become chairman, president and CEO of the new company. Meg Whitman, HPE’s president and CEO, will join the new company’s Board of Directors, which will be split equally between nominees of CSC and HPE. CSC’s current CFO, Paul Saleh, will continue in that role after the transaction closes. Mike Nefkens, the current EVP and GM of HPE

Enterprise Services, will report to Lawrie and will become a key part of the new company’s executive team. Other executives and directors, as well as the name of the company, will be announced at a later date.

“Our proposed merger with HPE Enterprise Services is a logical next step in CSC’s transformation,” Lawrie said. “As a more powerful and versatile global technology services business, the new company will be well positioned to innovate, compete and serve clients in a rapidly changing marketplace. We are excited by the great potential this merger brings to our people, clients, partners and investors, and by the opportunity to strengthen our relationship and collaboration with HPE.”

“The ‘spin-merger’ of HPE Enterprise Services with CSC is the right next step for HPE and our customers,” said Whitman. “Enterprise Services’ customers will benefit from a stronger, more versatile services business, better able to innovate and adapt to an ever-changing technology landscape. As two companies with global scale, strong balance sheets and a focus on innovation, both HPE and the new company will be well positioned as leaders in their respective markets.”

Creating a Global IT Services Leader

The combination of CSC and HPE’s Enterprise Services segment will create a new company with substantial scale to serve clients more efficiently and effectively worldwide. By combining, both companies can more rapidly accelerate their already-improved financial and operational performance.

For clients, the new company will offer enhanced global access to world-class, next-generation offerings – combined with deep industry experience in key industry sectors.

The merging of these businesses will offer:

• World-class strength in customer service and IT operations – among the safest pair of hands in the industry, deploying a broader set of resources and expertise to benefit clients;

• Market-leading industry and technology expertise – industry leading experience and IP in areas such as financial services, healthcare and life sciences, transportation, consumer products, and insurance, helping customers transform faster;

• Global scale –operating 85 delivery centers and 95 data centers across 70 countries, providing access to the most efficient IT services in the world;

• Technology independence and best-in-class capabilities in next-generation cloud, security, application development and modernization, big data and analytics, mobility, workplace, and sophisticated business process and IT services;

• Combined leadership bringingdeep turnaround experience and transformation capabilities, customer relationships, sales/GTM, industry and functional expertise;

• Expanded best-of-breed technology partnerships that provide greater choice of solutions; and

• Enhanced innovation, R&D, and investment opportunities for new services and solutions.

CSC’s Go-Forward Strategy Post-Separation

Today’s announcement represents a major step in the post-separation strategy outlined by CSC’s leadership last fall. At that time, the company positioned itself as a next-generation IT services company built specifically to respond to a changing market – one that is driving clients to move rapidly toward digital transformation.

In just the six months since separation, CSC has taken decisive steps to equip the company to take clients on this digital journey, positioning itself as a true next-generation leader in the markets, industries and practice areas it serves. CSC has:

• Stood up vertically integrated businesses in healthcare and insurance to take full advantage of its IP and existing market leadership;

• Created CeleritiFinTech, a joint venture with HCL, to do the same in banking;

• Acquired UXC, making CSC one of the largest IT services companies in the Australia-New Zealand region;

• Acquired Xchanging Plc, a UK-based provider of insurance software and business process services, creating the number one provider of core insurance solutions globally; and

• Acquired Fixnetix and Fruition Partners to bolster its leadership in banking and capital markets and service management, respectively. Together, Fruition and UXC make CSC the world leader in service management solutions. Yesterday, the company also announced its acquisition of Aspediens, Europe’s leading provider of technology-enabled solutions for the service-management sector.

“Clients are feeling the pressure to digitally transform their enterprises to meet new business demands and customer expectations,” Lawrie noted. “They need a partner with the innovation, scale, leadership and dependability to answer the challenge.

“As a pure play, the combined company will be built to lead digital transformations using next-generation technology solutions from both companies,” Lawrie continued. “It will be able to operate independent of any single hardware provider, while partnering with the world’s leading technology providers, including HPE.”

About the Transaction

The transaction between CSC and HPE is expected to deliver approximately $8.5 billion to HPE’s shareholders on an after-tax basis. This includes an equity stake in the newly combined company valued at more than $4.5 billion, a cash dividend of $1.5 billion, and the assumption of $2.5 billion of debt and other liabilities related to the HPE Enterprise Services segment.

The merger of the two businesses is expected to produce first-year synergies of approximately $1 billion post-close, with a run rate of $1.5 billion by the end of year one. There is an opportunity for additional synergies in subsequent years. As owners of approximately 50 percent of the merged company, HPE shareholders will share in the value of the synergies, as well as future growth in earnings.

RBC Capital Marketsis serving as financial advisor to CSC, and Allen & Overy LLP is serving as legal advisor.

For More Information

For more insights into today’s announcement, watch this video message from Mike Lawrie and Meg Whitman. Download the infographicfor additional information.

HPE Investment Community Conference Call

HPE will extend its conference call to discuss its fiscal second quarter financial results today and to elaborate on the transaction; the call will start at 4:30 p.m. Eastern Daylight Time (EDT). Mike Lawrie, CSC chairman, president and CEO, will participate in the call to discuss this transaction along with HPE management. For webcast details, go to www.investors.hpe.com. 

CSC Fourth Quarter 2016 Results Analyst Call Rescheduled for 5:30 p.m. EDT Today

The CSC senior management conference call and webcast, originally scheduled for 5 p.m. EDT today, will now begin at 5:30 p.m. EDT. The dial-in number for domestic callers is 888-244-2416. Callers who reside outside of the United States or Canada should dial 913-312-1384. The passcode for all participants is 3124172. The webcast audio and any presentation slides will be available on CSC’s Investor Relations website.

A replay of the conference call will be available from approximately two hours after the conclusion of the call until May 31, 2016. The replay dial-in number is 888-203-1112 for domestic callers and 719-457-0820 for callers who reside outside of the United States and Canada. The replay passcode is also 3124172. A replay of this webcast will also be available on CSC’s website.

CSC will release financial results for the fourth quarter and fiscal year 2016 today at approximately 4:30 p.m. EDT.

About CSC

CSC (NYSE: CSC) leads clients on their digital transformation journeys. The company provides innovative next-generation technology services and solutions that leverage deep industry expertise, global scale, technology independence and an extensive partner community. CSC serves leading commercial and international public sector organizations throughout the world. CSC is a Fortune 500 company and ranked among the best corporate citizens. For more information, visit the company's website at www.csc.com.

About HPE

HPE is an industry-leading technology company that enables customers to go further, faster. With the industry’s most comprehensive portfolio, spanning the cloud to the data center to workplace applications, our technology and services help customers around the world make IT more efficient, more productive and more secure.

Additional Information and Where to Find It

In connection with the proposed transaction, Everett SpinCo, Inc., a wholly-owned subsidiary of Hewlett Packard Enterprise created for the transaction (“Spinco”), will file with the SEC a registration statement on Form S-4/S-1 containing a prospectus and CSC will file with the SEC a proxy statement on Schedule 14A and a registration statement on Form S-4 containing a prospectus. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENTS/PROSPECTUSES AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the prospectuses and proxy statement (when available) and other documents filed with the SEC by CSC, Hewlett Packard Enterprise and Spinco at the SEC’s

web site at http://www.sec.gov. Free copies of these documents, once available, and each of the companies’ other filings with the SEC, may also be obtained from CSC’s web site at www.csc.com.

This communication is not a solicitation of a proxy from any investor or security holder. However, CSC, Hewlett Packard Enterprise, and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from stockholders of CSC in respect of the proposed transaction under the rules of the SEC. Information regarding CSC’s directors and executive officers is available in CSCs 2015 Annual Report on Form 10-K filed with the SEC on June 8, 2015, and in its definitive proxy statement for its annual meeting of stockholders filed on June 26, 2015. Information regarding Hewlett Packard Enterprise’s directors and executive officers is available in Hewlett Packard Enterprise’s 2015 Annual Report on Form 10-K filed with the SEC on December 17, 2015, and in its definitive proxy statement for its annual meeting of stockholders filed on February 12, 2016. These documents as well as other documents filed by CSC, Hewlett Packard Enterprise or Spinco with the SEC can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statements, prospectuses and proxy statement and other relevant materials to be filed with the SEC when they become available.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements.”  These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. Many factors could cause actual results to differ materially from such forward-looking statements with respect to the transaction announced above including risks relating to the completion of the transaction on anticipated timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, inability to achieve expected synergies, loss of revenues, delay or business disruption caused by difficulties in integrating the businesses of CSC and Enterprise Services . For a written description of risk factors that could cause actual result in CSC’s business to differ materially from forward looking statements regarding those matters, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.

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CSC Contacts

• Media: Rich Adamonis, +1.862.228.3481, radamonis@csc.com

• Investors and Financial Analysts: Neil DeSilva, +1.703.641.3000, neildesilva@csc.com

• Industry Analysts: Michaela Lowe, +1.703.459.7269, mlowe22@csc.com