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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-218394

PROSPECTUS

DXC Technology Company

Offer to Exchange All Outstanding

Computer Sciences Corporation 4.45% Senior Notes due 2022

Upon the terms and subject to the conditions set forth in this prospectus (as it may be supplemented and amended from time to time, and including the annexes hereto, this “prospectus”) and the related letter of transmittal (as it may be supplemented and amended from time to time, the “letter of transmittal”), we are offering to exchange (the “exchange offer”) any and all validly tendered and accepted 4.45% senior notes due 2022 issued by Computer Sciences Corporation (“CSC”) (the “CSC Notes”) for new 4.45% senior notes due 2022 issued by us (the “DXC Notes”), summarized in the table below.

In exchange for each $1,000 principal amount of CSC Notes that is validly tendered prior to the Expiration Date (as defined below) and not validly withdrawn, holders will be eligible to receive $1,000 principal amount of DXC Notes (the “Exchange Consideration”). Each DXC Note issued in exchange for a CSC Note will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered CSC Note, as well as identical interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the CSC Notes in connection with the exchange offer. However, the first interest payment for the DXC Notes issued in the exchange will have accrued from the most recent interest payment date for such tendered CSC Note.

The exchange offer will expire immediately following 11:59 p.m., New York City time, on August 7, 2017, unless extended (the “Expiration Date”). You may withdraw tendered CSC Notes at any time prior to the Expiration Date. As of the date of this prospectus, there was $445,265,000 aggregate principal amount of CSC Notes outstanding.

The consummation of the exchange offer is subject to, and conditional upon, among other things, the satisfaction or, where permitted, waiver of the conditions discussed under “The Exchange Offer—Conditions to the Exchange Offer.” At or prior to the Expiration Date, we may, at our option and in our sole discretion, waive any such conditions except the condition that the registration statement of which this prospectus forms a part has been declared effective by the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”).

We plan to issue the DXC Notes promptly on or about the second business day following the Expiration Date (the “Settlement Date”), assuming that the conditions to the exchange offer are satisfied or, where permitted, waived. The CSC Notes are not, and the DXC Notes will not be, listed on any securities exchange.

An investment in the DXC Notes involves risks. Prior to participating in the exchange offer, please see the section entitled “Risk Factors” beginning on page 14 of this prospectus for a discussion of the risks that you should consider in connection with your investment in the DXC Notes.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

None of DXC Technology Company (“DXC”), Global Bondholder Services Corporation, the exchange agent and information agent for the exchange offer (the “exchange agent” or the “information agent”), or the trustee under the CSC Indenture or the DXC Indenture (each as defined below), or any other person makes any recommendation as to whether holders of CSC Notes should exchange their CSC Notes in the exchange offer.

The date of this prospectus is July 11, 2017

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ABOUT THIS PROSPECTUS

References in this prospectus to “DXC,” the “company,” “us,” “we” and “our” refer to DXC Technology Company and its consolidated subsidiaries, unless the context otherwise requires. The term “CSC” refers to Computer Sciences Corporation and its consolidated subsidiaries, the term “Everett” refers to Everett SpinCo, Inc., which was renamed DXC Technology Company following the Merger (as defined below), and the term “HPE” refers to Hewlett Packard Enterprise Company.

No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus is part of a registration statement that we have filed with the Commission. Prior to making any decision with respect to the exchange offer, you should read this prospectus and any prospectus supplement, together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the additional information described under the heading “Where You Can Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

All statements and assumptions contained in this prospectus and in the documents incorporated by reference herein that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” Forward-looking statements often include words such as “anticipates,” “believes,” “estimates,” “expects,” “forecast,” “goal,” “intends,” “objective,” “plans,” “projects,” “strategy,” “target” and “will” and words and terms of similar substance in connection with discussions of future operating or financial performance. These statements represent current expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved.

Forward-looking statements include, among other things, statements with respect to DXC’s and CSC’s financial condition, results of operations, cash flows, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, plans and objectives of management and other matters. Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of DXC’s or CSC’s control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to:

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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 prospectus or to reflect the occurrence of unanticipated events, except as required by law.

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RISK FACTORS

Before making an investment decision in the exchange offer, you should consider carefully the information under the heading “Risk Factors” incorporated by reference into this prospectus, including from our Registration Statement on Form S-4/A filed with the SEC on February 24, 2017, and the following risk factors. You should also carefully consider the other information included in this prospectus and any prospectus supplement, together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the additional information described under the heading “Where You Can Find More Information.” Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment.

Risks Related to the DXC Notes

Our indebtedness may adversely affect our business, financial condition and results of operations, as well as our ability to meet our payment obligations under the DXC Notes and our other debt.

Following this exchange offer we will continue to have a significant amount of debt and debt service requirements. As of March 31, 2017, after giving pro forma effect to the Transactions, the Amendment No. 3 (RCF) and the Incremental Revolving Commitments, DXC and its subsidiaries would have had outstanding indebtedness of approximately $7.6 billion.

This level of debt could have significant consequences on our future operations, including:

Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. There can be no assurance that our business will generate sufficient cash flow from operations, or that current or future borrowings will be sufficient to meet our current debt obligations under the DXC Notes and our other debt and to fund other liquidity needs.

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The DXC Notes will be effectively subordinated to the obligations of our subsidiaries.

Following this exchange offer we will continue to have a significant amount of debt and debt service requirements. As of March 31, 2017, after giving pro forma effect to the Transactions, the Amendment No. 3 (RCF) and the Incremental Revolving Commitments, DXC and its subsidiaries would have had outstanding indebtedness of approximately $7.6 billion.

If new debt or other liabilities are added to our current debt levels, our ability to meet our payment obligations under the DXC Notes and our other debt could be adversely affected.

Despite our current indebtedness levels, we may be able to incur substantially more debt. This could exacerbate further the risks associated with our leverage.

We may incur substantial additional indebtedness for many reasons, including to fund acquisitions. The terms of the DXC Indenture generally will not restrict us from doing so. As of March 31, 2017, after giving pro forma effect to the Transactions, the Amendment No. 3 (RCF) and the Incremental Revolving Commitments, we would have had commitments available to be borrowed under the revolving credit facility of $3.69 billion. In addition, the DXC Indenture will allow us to issue additional notes under certain circumstances. Although the DXC Indenture places some limitations on our ability and the ability of certain of our subsidiaries to create liens securing indebtedness, there are significant exceptions to these limitations that will allow us and our subsidiaries to secure significant amounts of indebtedness without equally and ratably securing the DXC Notes. If we or our subsidiaries incur secured indebtedness and such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our and our subsidiaries’ assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the DXC Notes that are not similarly secured. Subject to certain limitations, the DXC Indenture also does not restrict our subsidiaries, including without limitation all of our non-U.S. subsidiaries, from incurring additional debt, which would be structurally senior to the DXC Notes. In addition, the DXC Indenture will not prevent us or our subsidiaries from incurring other liabilities that do not constitute indebtedness. If new debt or other liabilities are added to our current debt levels, the related risks that we now face could intensify.

The DXC Indenture governing the DXC Notes will contain negative covenants that may have a limited effect.

The DXC Indenture will contain limited covenants that will restrict our ability and ability of certain of our subsidiaries to create certain liens, enter into certain sale and lease-back transactions and consolidate or merge with or into, or sell our consolidated assets substantially as an entirety to, another person. These limited covenants contain exceptions that will allow us and our subsidiaries to incur liens with respect to material assets. In light of these exceptions, holders of the DXC Notes may be structurally or contractually subordinated to a substantial amount of new debt. Additionally, the covenants in the DXC Indenture will not limit the ability of us and our subsidiaries to, among other things, incur unsecured debt, pay dividends, repurchase stock, make investments, dispose of assets not constituting DXC consolidated assets substantially as an entirety or enter into transactions with our affiliates.

Fraudulent conveyance laws may void the DXC Notes or subordinate the DXC Notes.

The issuance of the DXC Notes may be subject to review under applicable bankruptcy laws or relevant fraudulent conveyance laws if a bankruptcy lawsuit is commenced by or on behalf of our creditors. Under these laws, if in such a lawsuit a court were to find that, at the time the DXC Notes were issued, we:

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We cannot assure you as to what standard a court would apply in order to determine whether we were “insolvent” as of the date the DXC Notes were issued and we cannot assure you that, regardless of the method of valuation, a court would not determine that we were insolvent on that date. Nor can we assure you that a court would not determine, regardless of whether we were insolvent on the date the DXC Notes were issued that the payments constituted fraudulent transfers on another ground.

Under the DXC Indenture, the Change of Control Triggering Event that would require us to repurchase the DXC Notes are subject to a number of significant limitations, and certain change of control events that affect the market price of the DXC Notes may not give rise to any obligation to repurchase the DXC Notes.

Although we will be required under the DXC Indenture to make an offer to repurchase the DXC Notes upon the occurrence of a Change of Control Triggering Event (defined below), the term “Change of Control Triggering Event” is limited in its scope and does not include all change of control events that might affect the market value of the DXC Notes. In particular, we are required to repurchase the DXC Notes upon certain change of control events only if the ratings of the DXC Notes are lowered below investment grade during the relevant “trigger period.” As a result, our obligation to repurchase the DXC Notes upon the occurrence of a change of control is limited and may not preserve the value of the DXC Notes in the event of a highly leveraged transaction, reorganization, merger or similar transaction.

We may be unable to purchase the DXC Notes upon a change of control.

The terms of the DXC Notes will require us to make an offer to repurchase the DXC Notes upon the occurrence of a Change of Control Triggering Event at a purchase price equal to 101% of the principal amount of the DXC Notes, plus accrued and unpaid interest to, but excluding, the date of the purchase. The occurrence of a Change of Control Triggering Event would cause an event of default under the senior credit facilities and therefore could cause us to have to repay amounts outstanding thereunder, and any financing arrangements we may enter into in the future may also require repayment of amounts outstanding in the event of a Change of Control Triggering Event and therefore limit our ability to fund the repurchase of your DXC Notes pursuant to the Change of Control Offer. It is possible that we will not have sufficient funds, or be able to arrange for additional financing, at the time of the Change of Control Triggering Event to make the required repurchase of DXC Notes. If we have insufficient funds to repurchase all DXC Notes that holders tender for purchase pursuant to the Change of Control Offer, and we are unable to raise additional capital, an event of default would occur under the DXC Indenture. An event of default could cause any other debt that we may have at that time to become automatically due, further exacerbating our financial condition and diminishing the value and liquidity of the DXC Notes. We cannot assure you that additional capital would be available to us on acceptable terms, or at all. See “Description of the DXC Notes—Change of Control Triggering Event.”

Active trading markets may not develop for the DXC Notes.

The DXC Notes are new issuances of securities for which no public trading market currently exists. A liquid market for the DXC Notes may not develop or be maintained. The DXC Notes will not be listed on any national securities exchange or be quoted on any automated dealer quotation system. In addition, the trading price of the DXC Notes may fluctuate, depending upon prevailing interest rates, the market for similar DXC Notes, our

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performance and other factors. The market for the DXC Notes may not be free from disruptions that may adversely affect the prices at which you may sell the DXC Notes.

If a trading market does develop, changes in our credit ratings or the debt markets could adversely affect the market price of the DXC Notes.

The price for the DXC Notes depends on many factors, including:

The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the price of the DXC Notes.

Risks Related to the Exchange Offer

The liquidity of the CSC Notes that are not exchanged may be reduced.

We expect that the trading market for unexchanged CSC Notes will become more limited if the amount of the CSC Notes outstanding is reduced upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of these securities. If a market for unexchanged CSC Notes exists or develops, those securities may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities and other factors. However, there can be no assurance that an active market in the unexchanged CSC Notes will exist, develop or be maintained or as to the prices at which the unexchanged CSC Notes may be traded.

The exchange offer may be cancelled or delayed.

Completion of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under “The Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. For details, see “The Exchange Offer—Expiration Date; Extensions; Amendments.” Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their DXC Notes.

You may not receive DXC Notes in the exchange offer if the procedures for the exchange offer are not followed.

We will issue the DXC Notes in exchange for your CSC Notes only if you tender your CSC Notes and deliver a properly completed and duly executed letter of transmittal or the electronic transmittal through DTC’s Automated Tender Offer Program and other required documents before expiration of the exchange offer. You should allow sufficient time to ensure timely delivery of the necessary documents. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the exchange offer. Accordingly, beneficial owners wishing to participate in the exchange offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the exchange offer. If we do not receive your CSC Notes, letter of transmittal and other required documents by the

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Expiration Date, we will not accept your CSC Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of CSC Notes for exchange. If there are defects or irregularities with respect to your tender of CSC Notes, we will not accept your CSC Notes for exchange.

The Exchange Consideration does not reflect any valuation of the CSC Notes or the DXC Notes and is subject to market volatility.

We have made no determination that the Exchange Consideration represents a fair valuation of either the CSC Notes or the DXC Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of CSC Notes. None of DXC, CSC, the exchange agent, the information agent or the trustee under the CSC Indenture or the DXC Indenture, or any other person is making any recommendation as to whether or not you should tender CSC Notes for exchange in the exchange offer.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the consolidated ratio of earnings to fixed charges for (i) DXC on a pro forma as adjusted basis to give effect to the Transactions, and (ii) CSC on a historical basis, for each of the fiscal years in the last five year period.

For the purpose of computing these ratios, “earnings” consists of income from continuing operations before taxes, interest and expense on indebtedness and the interest portion of rentals. “Fixed charges” consists of interest expense, rental expense and capitalized interest. The ratio was calculated by dividing the sum of the earnings (as defined above) by the sum of the fixed charges (as defined above).

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the DXC Notes in connection with the exchange offer. We will receive the tendered CSC Notes. The CSC Notes surrendered in connection with the exchange offer and accepted for exchange may remain outstanding or may be retired and cancelled.

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CAPITALIZATION

The following table sets forth cash and cash equivalents, indebtedness and capitalization for (i) Everett as of January 31, 2017 on an historical basis (ii) CSC as of March 31, 2017 on a historical basis and (iii) combined Everett as of January 31, 2017 and CSC as of March 31, 2017 on a pro forma as adjusted basis to give effect to the Transactions and the exchange offer, assuming that all CSC Notes are exchanged for DXC Notes.

This table should be read in conjunction with, and is qualified in its entirety by reference to, our and CSC’s historical financial statements and the unaudited pro forma condensed combined financial statements and the notes to those statements included or incorporated by reference in this prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unaudited Pro Forma Condensed Combined Financial Statements as of and for the Twelve Months Ended March 31, 2017

The following unaudited pro forma condensed combined financial statements of the combined company (the “pro forma financial statements”) include the unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) as of March 31, 2017 and the unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2017 (the “pro forma statement of operations”), after giving effect to the Transactions.

Everett SpinCo, Inc. (“Everett”), which was renamed DXC Technology Company following the Merger, reported its results on a fiscal year basis that ended on October 31. CSC reported its results based on a fiscal year convention that comprises four thirteen-week quarters. Every fifth year includes an additional week in the first quarter to prevent the fiscal year moving from an approximate end of March date. As a consequence of Everett and CSC having different fiscal year end dates, all references to the pro forma statement of operations include the results of operations of Everett for the twelve months ended January 31, 2017 and of CSC for the twelve months ended March 31, 2017. All references to the pro forma statement of operations include the results of operations of CSC for the twelve months ended March 31, 2017; and of Everett for the twelve months ended January 31, 2017, which was derived by adding the unaudited condensed combined statement of operations for the three months ended January 31, 2017 to the audited combined statement of operations for the twelve months ended October 31, 2016 and subtracting the unaudited condensed combined statement of operations for the three months ended January 31, 2016.

The pro forma condensed combined balance sheet combines the historical condensed combined balance sheet of Everett as of January 31, 2017 and the historical condensed consolidated balance sheet of CSC as of March 31, 2017, giving effect to the Transactions as if they had been consummated on March 31, 2017. The pro forma statement of operations combines the historical condensed combined statement of operations of Everett for the twelve months ended January 31, 2017 and the historical consolidated statement of operations of CSC for the twelve months ended March 31, 2017, each giving effect to the Transactions as if they had been consummated on April 2, 2016, the first day of CSC’s fiscal year ended March 31, 2017.

The historical combined and condensed combined financial statements of Everett have been “carved-out” from the consolidated and combined financial statements of HPE (and its former parent, Hewlett-Packard Company, from which HPE was spun off on November 1, 2015), and reflect assumptions and allocations made by HPE. Everett’s historical combined and condensed combined financial statements include HPE assets and liabilities that were specifically identifiable or otherwise attributable to Everett, including subsidiaries and affiliates in which HPE had a controlling financial interest or was the primary beneficiary.

Everett’s historical combined and condensed combined financial statements include all revenues and costs directly attributable to Everett and an allocation of expenses related to certain HPE corporate functions. The results of operations in the Everett historical combined and condensed combined financial statements do not necessarily include all expenses that would have been incurred by Everett had it been a separate, stand-alone entity. Actual costs that may have been incurred if Everett had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

Consequently, Everett’s historical combined financial statements do not necessarily reflect what Everett’s financial condition and results of operations would have been had Everett operated as a stand-alone company during the periods or as of the dates presented.

The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X. The historical financial information has been adjusted in the pro forma financial statements to give effect to pro

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forma events that are (i) directly attributable to the Transactions, (ii) factually supportable, and (iii) with respect to the pro forma statement of operations, expected to have a continuing impact on the consolidated results of operations of the combined company.

The pro forma financial statements were prepared using the acquisition method of accounting with CSC considered the accounting acquirer of Everett. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill.

The pro forma purchase price allocation of Everett’s assets to be acquired and liabilities to be assumed is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, and the pro forma financial statements are based upon currently available information and certain assumptions that management of DXC believes are factually supportable as of the date of this registration statement. A final determination of the fair value of Everett’s assets acquired and liabilities assumed, including goodwill and intangible assets, will be based on the actual net tangible and intangible assets and liabilities of Everett that exist as of the closing date of the Merger, and this analysis is not yet finalized. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. These potential changes to the purchase price allocation and related pro forma adjustments could be material.

The pro forma financial statements do not reflect the costs of integration activities or benefits that may result from realization of previously announced anticipated first-year synergies of approximately $1.0 billion post-close. Everett and CSC expect to incur significant one-time financing and transaction costs, some of which will be capitalized, in connection with the Transactions, totaling approximately $148 million, of which approximately $49 million has been incurred to date. The financing fees and transaction-related costs incurred through transaction closing were primarily funded through the Debt Financing. While integration planning is ongoing and estimates may evolve as more details are finalized, we currently anticipate approximately $1.0 billion of first-year synergies, with a run rate of $1.5 billion by the end of year one. The anticipated $1.0 billion of post-closing synergies and $1.5 billion run rate at the end of year one were each calculated by estimating the expected value of harmonizing policies and benefits between CSC and HPES and supply chain and procurement benefits from expected economies of scale such as volume discounts, as well as cost synergies expected from workforce optimization such as elimination of duplicative roles and other duplicative general, administrative and overhead costs. No assurances of the timing or the amount of cost synergies able to be captured, or the costs necessary to achieve those cost synergies, can be provided.

The pro forma financial statements do not reflect any adjustments related to the agreements which Everett and HPE entered into following the Distribution, as these agreements did not result in any material incremental recurring income or expenses to the combined company following the consummation of the Merger.

The adjustments included in the pro forma financial statements are based upon currently available information and assumptions that management of DXC believes to be reasonable. These adjustments and related assumptions are described in the accompanying notes presented on the following pages.

The pro forma financial statements are for informational purposes only and are not intended to represent or to be indicative of the actual results of operations or financial position that the combined company would have reported had the Transactions been completed as of the dates set forth in the pro forma financial statements, and should not be taken as being indicative of the combined company’s future consolidated results of operations or financial position. The actual results may differ significantly from those reflected in the pro forma financial statements for a number of reasons, including differences between the assumptions used to prepare the pro forma financial statements and actual amounts.

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The pro forma financial statements should be read in conjunction with:

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2017

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE

TWELVE MONTHS ENDED MARCH 31, 2017

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Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1: Basis of Presentation

The transaction between Everett and CSC is a reverse merger acquisition, with Everett representing the legal acquirer of the business and CSC representing the accounting acquirer. The accompanying pro forma financial statements were prepared in accordance with Article 11 of Regulation S-X and present the pro forma balance sheet and pro forma statement of operations of CSC based upon the historical financial statements of each of Everett and CSC, after giving effect to the Transactions and are intended to reflect the impact of the Transactions on CSC’s consolidated financial statements. The historical financial statements of Everett and CSC have been adjusted in the accompanying pro forma financial statements to give effect to pro forma events that are (i) directly attributable to the Transactions, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the consolidated results of operations of the combined company.

The accompanying pro forma financial statements are presented for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by CSC if the Transactions had been consummated for the periods presented or that will be achieved in the future. The pro forma financial statements do not reflect the costs of any integration activities or benefits that may result from realization of revenue or net cost synergies expected to result from the Merger. In addition, throughout the periods presented in the pro forma financial statements, the operations of Everett were conducted and accounted for as part of HPE using accounting conventions applicable to HPE which may differ in the future. The audited historical combined financial statements and unaudited historical condensed combined financial statements of Everett have been derived from HPE’s (and its former parent’s, Hewlett-Packard Company, from which HPE was spun off on November 1, 2015) historical accounting records and reflect certain allocations of direct costs and expenses. All of the allocations and estimates in such financial statements are based on assumptions that HPE’s management believes are reasonable. The historical combined and condensed combined financial statements of Everett do not necessarily represent the financial position or results of operations of Everett had it been operated as a stand-alone company during the periods or at the dates presented.

Note 2: Accounting Policies

Acquisition accounting rules require evaluation of certain assumptions and estimates, as well as determination of financial statement classifications that are completed during the measurement period, as defined in current accounting standards in accordance with U.S. GAAP. For purposes of preparing the pro forma financial statements, CSC management has conducted a preliminary analysis of the adjustments required to conform Everett’s historical financial statements to reflect current CSC accounting policies. CSC management’s assessment is ongoing and, at the time of preparing the pro forma financial statements, other than the pension accounting adjustment made herein (and further discussed below), management is not aware of any other material policy differences or necessary financial statement reclassifications. CSC management is currently conducting an in-depth review of Everett’s accounting policies in an effort to determine if additional differences in accounting policies and/or financial statement classification exist that may require additional adjustments to or reclassification of Everett’s results of operations, assets or liabilities to conform to CSC’s accounting policies and classifications. As a result of that review, CSC management may identify differences that, when conformed, could have a material impact on the pro forma financial statements.

As a result of the preliminary analysis, CSC identified the need to conform Everett’s accounting policy related to pension accounting as CSC recognizes changes in actuarial gains and losses and the changes in fair value of plan assets in earnings at the time of plan re-measurement, typically annually at the end of the fourth quarter of each year, as a component of net periodic benefit expense; whereas, Everett amortizes unrecognized actuarial gains and losses over the average remaining service life or, in the case of frozen plans, life expectancy of participants as a component of accumulated other comprehensive loss. In some cases, Everett amortizes

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actuarial gains and losses using the corridor approach. Refer to Notes 7 and 8 for additional information on how this accounting policy difference has been reflected in the pro forma balance sheet and pro forma statement of operations, respectively.

Note 3: Purchase Price Allocation

The transaction between Everett and CSC is a reverse merger acquisition, with Everett representing the legal acquirer of the business and CSC representing the accounting acquirer. While purchase consideration transferred in a business combination is typically measured by reference to the fair value of equity issued or other assets transferred by the accounting acquirer, CSC did not issue any consideration in the Merger. Accordingly, the fair value of the purchase consideration transferred was measured based on the number of shares of common stock CSC would have to issue to give the stockholders of HPE 50.1% interest in the combined company that results from the reverse acquisition. Additionally, Everett stock options and debt assumed by CSC were included in the consideration transferred and purchase price, respectively. The consideration transferred was utilized in the preliminary purchase price allocation and calculation of goodwill for inclusion in the pro forma financial statements.

The pro forma balance sheet has been adjusted to reflect the allocation of the preliminary estimated purchase price to identifiable assets to be acquired and liabilities to be assumed, with the excess recorded as goodwill. The final purchase price allocation may be different than that reflected in the pro forma preliminary purchase price allocation presented herein, and these differences may be material. The purchase price allocation in these pro forma financial statements is based upon an estimated purchase price of approximately $13.8 billion. This amount was derived in accordance with the Merger Agreement, as described further below and is subject to adjustment based on Everett’s working capital in accordance with the terms of the Separation and Distribution Agreement. See “Summary—Recent Developments—The Transactions” and “The Transactions.”

The following table represents the preliminary estimate of the purchase price paid in the Merger, excluding an estimate for the working capital adjustment and assuming no true-up adjustment pursuant to the Merger Agreement (in millions):

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The preliminary estimated purchase price is allocated as follows (in millions):

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For all other assets acquired and liabilities assumed, as noted above, book value is assumed to approximate the preliminary fair value. The final valuation may be materially different as more detailed information becomes available given the recent consummation of the Merger. Any change in the above assumptions would result in a corresponding change in goodwill.

Refer to Note 7 for additional information on how the adjustments described above have been reflected in the pro forma balance sheet.

Note 4: Financing Adjustments

On December 16, 2016, Everett entered into the New Everett Term Loan in an aggregate principal amount of the U.S. dollar equivalent of $2.0 billion. The Lenders have committed to provide (i) Tranche A-1 Term Loans in U.S. dollars in an aggregate amount of $375 million (the “Tranche A-1 Loans”) which mature three years after the funding date, (ii) Tranche A-2 Term Loans in U.S. dollars in an aggregate amount of $1.310 billion (the “Tranche A-2 Loans”) which mature five years after the funding date and (iii) Tranche A-3 Term Loans in Euros in an aggregate amount of the Euro equivalent of $315 million (the “Tranche A-3 Loans”) which mature five years after the funding date. The New Everett Term Loan may be used for general corporate purposes, to pay expenses associated with the Transactions and to pay a portion of the Everett Payment to HPE. On March 24, 2017, Everett also issued the notes in an aggregate principal amount of $1.50 billion, and incurred approximately $9 million of debt issuance costs in connection therewith.

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The following table presents the assumed debt as a result of the Transactions (in millions):

The twelve month pro forma statement of operations reflect adjustments to interest expense of $105 million, which represents an estimate of interest expense calculated using the effective interest method on the additional indebtedness incurred in connection with the Merger and the other Transactions. This adjustment was calculated as if the new debt were entered into on April 2, 2016, the beginning of the earliest period presented.

The adjustment to record interest expense for the twelve months ended March 31, 2017 is estimated based on the terms of the Debt Financing discussed above. For each 0.125 % change in estimated interest rates on the variable rate debt, interest expense would increase or decrease by approximately $4 million for the twelve months ended March 31, 2017.

Refer to Note 7 and Note 8 for additional information on how the adjustments described above have been reflected in the pro forma financial statements.

Note 5: Transfers of Assets and Liabilities

At or near the consummation of the Transactions, HPE engaged in the following transactions with Everett pursuant to the terms of the Separation and Distribution Agreement and Merger Agreement:

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Refer to Note 7 for additional information on how the adjustments described above have been reflected in the pro forma balance sheet.

Note 6: Reclassifications

Certain reclassifications have been made relative to the historical financial statements of Everett to conform to the financial statement presentation of CSC.

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Note 7: Pro Forma Balance Sheet Adjustments

The pro forma balance sheet reflects the following adjustments (in millions):

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The fair value of identifiable intangible assets is determined primarily using the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of the identifiable intangible asset valuation, from the perspective of a market participant, include the estimated future after-tax cash flows that will be received for the intangible asset, the appropriate discount rate selected in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream. In addition, the discount rate selected is a significant assumption utilized to value the intangible asset, which is based on market participant assumptions for rates of return for similar assets and reflects the risks inherent in the cash flow stream based on the nature of the asset. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results.

The estimated fair value for this pro forma presentation of the customer relationships intangible asset was measured using the multi-period excess earnings method. The principle behind the multi-period excess earnings method is that the value of an intangible is equal to the present value of the incremental after-tax cash flows attributable to the subject intangible asset, after taking charges for the use of other assets employed by the business. Significant assumptions required for this method are revenue growth rates, expected attrition rates for the existing customer portfolio, probabilities of renewal for existing contracts and related relationships, contributory asset charges and an appropriate market-based discount rate.

The estimated fair values for this pro forma presentation for developed technology were measured using the relief from royalty method. The principle behind this method is the value of an intangible is equal to the present value of the after-tax royalty savings attributable to owning the asset. Significant assumptions required for this method are determining an earning measure to estimate a royalty payment stream, selecting an arm’s length royalty rate, the assets’ remaining economic life and pattern of life cycle, and an appropriate market-based discount rate.

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Note 8: Pro Forma Statement of Operations Adjustments

The pro forma statement of operations reflect the following adjustments (in millions):

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A change of 10% in the estimated fair value allocated to the customer relationship and related contracts intangible asset would result in a change in the twelve-month amortization expense of $30 million. An increase in the estimated useful life of the customer relationship and related contracts intangible asset of one year would result in a decrease in the twelve-month pro forma amortization expense of $22 million, while a decrease in the estimated useful life of one year would result in an increase in the twelve-month pro forma amortization expense of $25 million.

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Non-GAAP Financial Measures

This registration statement and the documents incorporated by reference herein contain financial measures that are not calculated in accordance with GAAP and which are derived from the condensed combined financial information of Everett and the condensed consolidated financial information of CSC. These non-GAAP financial measures included or incorporated by reference herein include consolidated segment operating income; consolidated segment adjusted operating income; consolidated segment operating and consolidated segment adjusted operating margin, earnings before interest and taxes (EBIT), adjusted EBIT, EBIT margin, earnings before interest, depreciation and taxes (EBITDA), adjusted EBITDA, non-GAAP income from continuing operations before taxes, non-GAAP net income from continuing operations, non-GAAP EPS from continuing operations, constant currency, free cash flow, net debt and net debt-to-total capitalization.

We present these non-GAAP financial measures to provide investors with meaningful supplemental financial information, in addition to the financial information presented on a GAAP or pro forma basis. Non-GAAP financial measures exclude certain items from GAAP or pro forma results which management believes are not indicative of core operating performance. Management believes these non-GAAP measures allow investors to understand the financial performance of the company exclusive of the impacts of corporate wide strategic decisions. We believe that adjusting for these items provides investors with additional measures to evaluate the financial performance of our core business operations on a comparable basis from period to period. DXC management believes the non-GAAP measures provided are also considered important measures by financial analysts covering DXC as equity research analysts continue to publish estimates and research notes based on our non-GAAP commentary.

There are limitations to the use of the non-GAAP financial measures presented in this registration statement. One of the limitations is that they do not reflect complete financial results. We compensate for this limitation by providing a reconciliation between our non-GAAP financial measures and the respective most directly comparable financial measure calculated and presented in accordance with GAAP or on a pro forma basis. Additionally, other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes between companies.

The following is a summary of the items excluded from the most comparable GAAP or pro forma financial measures to calculate our non-GAAP financial measures:

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The Separation and Distribution Agreement provides for cost structure protection of activities identified as “Horizontal Cost Activities.” The accompanying pro forma combined non-GAAP financial measures currently do not reflect any adjustment for a reduction in Horizontal Cost Activities from approximately $1.6 billion to the agreed Distribution date target of $1.2 billion. The reduction in horizontal cost activities is not included within the previously announced anticipated first-year synergies of approximately $1.0 billion post-close, with a run rate of $1.5 billion by the end of year one.