Dxc Technology Company · NYSE:DXC
Dxc Technology — Everett SpinCo — Merger or Acquisition (November 2016)
14 slides from Dxc Technology's merger presentation, Nov 3, 2016
Slide 1: Form S-4 & Form 10 of Everett SpinCo
FORM S-4 & FORM 10 OF EVERETT SPINCO November 3, 2016
Slide 2: Important information about the proposed transaction
In connection with the proposed transaction, Everett SpinCo, Inc., a wholly-owned subsidiary of Hewlett Packard Enterprise Company (“HPE”) created for the transaction (“Spinco”), filed with the SEC a registration statement on Form S-4 and a registration statement on Form 10 containing a prospectus-
Slide 3: Pro Forma Presentation
Pro Forma Presentation • CSC – fiscal year 2016 ending April 1st, 2016 INCOME STATEMENT • Everett – 12 months ending April 30th, 2016 • Pro forma fiscal 2016 combines both financials • CSC – as of July 1st, 2016 consistent with latest CSC 10-Q BALANCE SHEET • Everett – as of July 31st, 2016 consiste
Slide 4: Pro Forma and Non-GAAP Presentation
Pro Forma and Non-GAAP Presentation General Assumptions Everett Pensions: Adjusted to $570M net pension liability. Capital Leases: 1) Balance sheet includes capitalized leases expiring within 2 years of close date in addition to a $250 million cap on longer-lived leases per separation agreement. 2)
Slide 5: Pro Forma Income Statement – Fiscal 2016
Pro Forma Income Statement – Fiscal 2016 Form S-4 page 169 Historical CSC for the Twelve Everett for the Twelve (in millions, except per share amounts) Months Ended April 1, Months Ended April 30, Reclassifications Transaction Adjustments Pro Forma Combined 2016 2016 Revenues $ 7,106 $ 18,548 - - $
Slide 6: Non-GAAP Financial Measures
Non-GAAP Financial Measures Form S-4 page 184-185 For P&L purposes, exclude: • Certain overhead costs – Reflects costs related to (1) CSC’s separation of NPS which were historically allocated to NPS (now CSRA) but not included in discontinued operations due to accounting rules and (2) certain HPE co
Slide 7: Non-GAAP Income Statement – Fiscal 2016
Non-GAAP Income Statement – Fiscal 2016 Form S-4 page 187 Historical Twelve Months Ended (in millions, except per share amounts) CSC April 1, 2016 Everett April 30, 2016 Adjustments Pro Forma Combined Consolidated segment adjusted Operating Income $ 632 $ 742 $ 130 $ 1,504 Other income (expense), ne
Slide 8: Non-GAAP EBITDA – Fiscal 2016
Non-GAAP EBITDA – Fiscal 2016 Form S-4 page 188-189 Historical Twelve Months Ended (in millions) CSC April 1, 2016 Everett April 30, 2016 Adjustments Pro Forma Combined Net income (loss) from continuing operations $ 71 $ (1,707) $ (81) $ (1,717) Less: net income attributable to noncontrolling intere
Slide 9: Valuation – Purchase Price Allocation
Valuation – Purchase Price Allocation Form S-4 page 172-175 Fair Value Balance Sheet (in millions) Merger Assumptions Total current assets $ 4,609 Property and equipment, net 3,805 • Closing price of $55.49 per share on October 21, 2016 Intangible assets 4,500 • Combined company share ownership of 5
Slide 10: Pro Forma Balance Sheet at July 1, 2016 (Assets)
Pro Forma Balance Sheet at July 1, 2016 (Assets) Form S-4 page 167 Historical Everett as of July 31, (in millions) CSC as of July 1, 2016 Reclassifications Transaction Adjustments Pro Forma Combined 2016 ASSETS Current assets: Cash and cash equivalents $ 1,000 $ 392 - $ (437) $ 955 Receivables, net
Slide 11: Pro Forma Balance Sheet at July 1, 2016 (Liabilities & Equity)
Pro Forma Balance Sheet at July 1, 2016 (Liabilities & Equity) Form S-4 page 167 Historical Everett as of July 31, (in millions) CSC as of July 1, 2016 Reclassifications Transaction Adjustments Pro Forma Combined 2016 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current maturities
Slide 12: Appendix
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Slide 13: Pro Forma Income Statement – Reclassifications
Pro Forma Income Statement – Reclassifications Form S-4 page 177 • Depreciation and amortization reclassified out of Costs of services and Selling, general and administrative and into Depreciation and amortization • Benefit plan settlement charges reclassified out of Defined benefit plan settlement
Slide 14: Pro Forma Balance Sheet – Reclassifications
Pro Forma Balance Sheet – Reclassifications Form S-4 page 176-177 • Financing receivables reclassified out of Financing receivables and into Prepaid expenses and other current assets. – Financing receivables represent receivables from Everett customers related to sales-type and direct-financing leas
Everett SpinCo — Merger or Acquisition (November 2016) on 6ix