Groovy Restructuring Assignment Satisfaction

Exhibit 99.1

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2015

INFORMATION STATEMENT

Computer Sciences Government Services Inc.

to be renamed

CSRA Inc.

3170 Fairview Park Drive

Falls Church, Virginia 22042

Common Stock

(par value $0.001)

We are providing you this Information Statement in connection with the spin-off by Computer Sciences Corporation (CSC) of its wholly-owned subsidiary, Computer Sciences Government Services Inc., which will be renamed CSRA Inc. (CSRA). To effect the spin-off, CSC will distribute all of the shares of CSRA common stock on a pro rata basis to the record holders of CSC common stock (the Distribution).

Promptly following the Distribution, holders of CSC common stock who are entitled to receive shares of CSRA in the Distribution will also receive a special dividend totaling approximately $10.50 per share in the aggregate in cash (of which $8.25 per share will be paid by us and $2.25 per share will be paid by CSC) (the Special Dividend). The portion of the Special Dividend that will be paid by CSC will be funded by a note payable to CSC that we intend to repay with the incurrence of additional indebtedness as described in “Management’s Discussion and Analysis of Financial Condition—Liquidity and Capital Resources.”

Pursuant to the Agreement and Plan of Merger dated as of August 31, 2015, following two mergers with wholly-owned subsidiaries of CSRA (the Mergers), SRA Companies, Inc. (SRA Parent), the indirect parent of SRA International, Inc. (SRA), will become an indirect wholly-owned subsidiary of CSRA, subject to the terms and conditions in the Agreement and Plan of Merger.

If you are a record holder of CSC common stock as of the close of business on November 18, 2015, which is the record date for the Distribution, you will be entitled to receive one share of CSRA common stock for every one share of CSC common stock you hold on that date. CSC will distribute the shares of CSRA common stock in book-entry form, which means that we will not issue physical stock certificates. As discussed under “The Transactions—Trading Prior to the Distribution Date,” if you sell your CSC common stock in the “regular-way” market after the record date and before the Distribution, you also will be selling your right to receive shares of CSRA common stock in connection with the Distribution and the Special Dividend.

The stockholders of SRA Parent will receive cash and shares of CSRA as consideration for the Mergers. All of the outstanding shares of SRA Parent common stock will be automatically converted into the right to receive, in the aggregate, merger consideration consisting of (1) $390,000,000 in cash and (2) shares of CSRA common stock representing in the aggregate approximately 15.32% of the total number of shares of CSRA common stock outstanding immediately after the Mergers.




It is intended that the Distribution will be tax-free to CSC stockholders, and it is intended that the Mergers will be tax-free to stockholders of CSRA, in each case for U.S. federal income tax purposes. We expect the Special Dividend to be taxable to the recipient, but you should consult your own tax advisor. The Distribution will be effective by 11:59 p.m., New York City time, on November 27, 2015. Immediately after the Distribution, CSRA will be an independent company.

CSC’s stockholders are not required to vote on or take any other action in connection with the spin-off. We are not asking you for a proxy, and request that you do not send us a proxy. CSC stockholders will not be required to pay any consideration for the shares of CSRA common stock they receive in the spin-off, and they will not be required to surrender or exchange their shares of CSC common stock or take any other action in connection with the spin-off.

CSC currently owns all of the outstanding shares of CSRA common stock. Accordingly, no trading market for CSRA common stock currently exists. We expect, however, that a limited trading market for CSRA common stock, commonly known as a “when-issued” trading market, will develop as early as two trading days prior to the record date for the Distribution, and we expect “regular-way” trading of CSRA common stock will begin on the first trading day after the Distribution Date. We intend to list CSRA common stock on the New York Stock Exchange under the symbol “CSRA.”

You should carefully consider the matters described in the section titled “Risk Factors” beginning on page 35 of this Information Statement for a discussion of factors that should be considered by recipients of CSRA common stock.

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

This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this Information Statement is                , 2015.


    



    




TRADEMARKS AND COPYRIGHTS

We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products, including those which will be retained by CSC and governed by the Intellectual Property Matters Agreement. This information statement also refers to the trademarks, logos, service marks and trade names of other companies, including SRA Parent. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Information Statement are listed without the ™, ® and © symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names and copyrights included or referred to in this Information Statement.




INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this Information Statement concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Such data involve uncertainties and risk and are subject to change due to a variety of factors, including those described under “Risk Factors.”




INTRODUCTION

On May 19, 2015, CSC announced plans to separate its U.S. public sector business from CSC. Prior to CSC’s distribution of the shares of CSRA common stock to CSC stockholders, CSC is undertaking a series of internal transactions, following which CSRA will hold the businesses constituting CSC’s current North American Public Sector segment, as described in CSC’s Annual Report on Form 10-K for the year ended April 3, 2015, which we refer to as the “Computer Sciences GS Business.” We refer to this series of internal transactions, which is described in more detail under “The Master Separation and Distribution Agreement and Ancillary Agreements,” as the “Internal Reorganization.”

We refer to CSC’s distribution of the shares of our common stock to its stockholders as the “Distribution” and to the Internal Reorganization and the Distribution collectively as the “Spin-Off.” We refer to the payment promptly following the Distribution of a cash dividend of approximately $350 million by CSC (which will be funded by the repayment by us of a note to CSC that we will incur debt to pay) and a cash dividend of approximately $1.15 billion by us as the “Special Dividend.” The Special Dividend will total approximately $1.5 billion in cash (or an aggregate of approximately $10.50 per CSC share entitled to participate in the Distribution).

In this Information Statement, unless the context otherwise requires:

“CSRA,” “Computer Sciences GS,” “we,” “our” and “us” refer to Computer Sciences Government Services Inc. (to be renamed CSRA Inc.) and its combined subsidiaries after giving effect to the Spin-Off for periods prior to the consummation of the Mergers; “CSRA”, “we”, “our” and “us” refer to Computer Sciences Government Services Inc. (to be renamed CSRA Inc.) and its combined subsidiaries, including the combined business of SRA, after giving effect to the Spin-Off and the Mergers for periods following the consummation of the Mergers; and

“CSC” refers to Computer Sciences Corporation and its consolidated subsidiaries other than, for all periods following the Spin-Off, Computer Sciences Government Services Inc. (to be renamed CSRA Inc.) and its combined subsidiaries.

On August 31, 2015, CSC announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 31, 2015, with SRA, SRA Parent, CSRA, Merger Sub Inc., Merger Sub LLC and certain stockholders of SRA Parent.

The Merger Agreement provides that Merger Sub Inc. will merge with and into SRA Parent (the “First Merger”), with SRA Parent surviving the First Merger, and immediately after the First Merger, SRA Parent will merge with and into Merger Sub LLC (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub LLC surviving the Second Merger, in each case subject to the terms and conditions in the Merger Agreement. As a result of the Mergers, SRA will become an indirect wholly-owned subsidiary of CSRA.

Pursuant to and subject to the conditions in the Merger Agreement, the Mergers will occur following the consummation by CSC of the Internal Reorganization, the Distribution and the payment of the Special Dividend.

The consummation of the Mergers is subject to, among other conditions:

the completion of the Spin-Off and payment of the Special Dividend,

the expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), which condition was satisfied on October 9, 2015;

the effectiveness of the registration statement of which this Information Statement forms a part in connection with the Distribution and the approval for listing on the New York Stock Exchange (“NYSE”) or the NASDAQ Global Market (“NASDAQ”) of CSRA common stock;




the entry by CSRA into definitive agreements providing for debt financing (the “CSRA Financing”) to fund (a) the Special Dividend, (b) the cash consideration for the Mergers and (c) the payoff amount for indebtedness outstanding on the closing date of the Mergers under the SRA credit facility;

the accuracy of the parties’ representations and warranties and the performance of their respective covenants contained in the Merger Agreement; and

certain other customary conditions.

The Merger Agreement contains customary representations, warranties and covenants, including a requirement to use commercially reasonable efforts to consummate the Spin-Off, the Special Dividend and the Mergers prior to April 1, 2016.




SUMMARY

This summary highlights information contained elsewhere in this Information Statement relating to the transactions (the “Transactions”) contemplated by the Master Separation and Distribution Agreement and the Merger Agreement, which provide, among other things, for the Spin-Off and the Mergers, as described under the section “The Transactions.” It does not contain all the details concerning the Transactions, including information that may be important to you. To better understand the Transactions, you should read this entire Information Statement carefully, including the risk factors, our and SRA’s management’s discussion and analysis of financial condition and results of operations, our and SRA’s historical financial statements and our unaudited pro forma combined financial statements and the respective notes to those historical and pro forma financial statements appearing elsewhere in this information statement.

Spin-Off

CSRA Business

Upon completion of the Distribution, CSRA will be one of the nation’s largest independent providers of IT services to the U.S. federal government. With more than five decades of government partnership, we believe we make best practices succeed in government contexts. With public sector customers that include nearly every agency within the U.S. federal government, we leverage our domain expertise and extensive resources to support our customers through dedicated, customer-focused teams.

Headquartered in Falls Church, Virginia, and with approximately 14,000 employees, we deliver comprehensive offerings from concept through sustainment. We manage our business with a matrix model composed of industry verticals that are customer-facing and have deep knowledge of our customers’ missions, and horizontal delivery organizations with a depth of technical expertise that is delivered across industries. As a new public company, we will operate in two industry verticals: (1) Defense and Intelligence and (2) Civil. Our two horizontal delivery organizations that provide capabilities and solutions across our customer base are: (1) Mission Services and (2) Enterprise Services. We believe we differentiate ourselves by combining our technical expertise in applications and IT infrastructure solutions with our deep public sector mission knowledge and experience in order to engage our customers at the highest levels with thought leadership that drives change.

Our Business Strategy

In the U.S. public sector, technology demands are increasing and government customers are increasingly looking for providers with a strong, focused vision to address the unique challenges and resource needs of the U.S. federal government. The success of our business will depend on our ability to deliver solutions that generate real and measurable business results in terms of mission value and cost efficiency. Targeting specific growth areas in the government and rapidly adapting next-generation solutions tailored to the public sector environment will be key. We expect to continue to work in concert with our next-generation IT partners to create, position and deliver innovative solutions from across our delivery capabilities to support our customers’ mission success, which will be critical to our efforts to sustain and grow our market position.

To address the market trends within our competitive environment, we have developed a strategy that comprises three elements, Get Fit, Grow, and Lead:

1Get Fit: Continue with disciplined management of our overhead costs and general and administrative (“G&A”) expenses, as well as shift to performance-based contracts to improve operating income on existing programs, allowing us to reinvest in our business and improve our ability to compete in a “Lowest Price Technically Acceptable” environment. Implicit within our Get Fit strategy is the priority of driving excellence in executing programs, demand generation, proposals and capture.

2Grow: Despite the negative trends in overall IT spending by our customers and our own declining revenues over the past few years, we aim to capitalize on growth aligned with government priorities in hybrid cloud




infrastructure, citizen benefit services, cloud-based analytics and health. We aim to continue to leverage our deep domain knowledge of our customers’ core missions and our intimacy with their data and critical work packages and grow our customer relationships through tailored offerings and mission-critical employees. The combination of Computer Sciences GS and SRA is part of this growth strategy.

3Lead: Pursue the hybrid cloud migration market, driving policy- and governance-based integration of solutions in as-a-service and next-generation offerings in cloud, big data, software-as-a-service implementation and mobile computing. We expect the migration to the hybrid cloud will be enabled by an ecosystem of federally compliant partners. We also plan to invest internally on program management and delivery processes.

Our Key Strengths:

We bring several key competitive strengths:

History of public sector delivery. We have 50+ years of public sector experience that combines an in-depth customer knowledge with our proven, next-generation IT and mission expertise.

Our People. Our passionate employees have a commitment to our customers’ mission blend business process, design, and technical capabilities.

Offering Brands. Our brands are a proven holistic approach to solving customer business challenges, drawing on best practices and technical expertise.

Next Generation. We are driving innovation through next-generation technology and solutions in cloud, big data, mobility and application solutions and services.

Alliance Partners. We have enhanced our technical and domain expertise with strategic partnerships that deliver innovative end-to-end solutions.

Technology Independence. Our flexible and informed point of view optimizes customers’ technology choices.

Our Key Markets

Flat Top Line Federal Budgets. We compete in an environment driven by federal budget constraints. Nevertheless, we see potential for positive developments in U.S. federal government fiscal year (“GFY”) 2016 (a GFY starts on October 1 and ends on September 30). Budget request figures released by the Office of Management and Budget in June 2014 projected IT expenditures for Civil agencies and the DoD to increase by 2% in GFY 2016, from $47.7 billion to $48.6 billion and from $30.4 billion to $30.9 billion, respectively. Budget request figures released by the Office of the Director of National Intelligence in February 2015 projected overall expenditures for U.S. Intelligence Community agencies to increase by 15% in GFY 2016, from $62.7 billion to $71.8 billion. We are also experiencing an increased number of requests to extend the period of performance for our large and most complex IT contracts, are observing increased procurement activity across the U.S. federal government and expect to see adjudications increase.

Market Shift to Applications Modernization. Since 2011, the government has delayed application enhancements and new application program starts in favor of data consolidation and IT efficiency initiatives. Consequently, the demand for IT services has been driven by infrastructure and cloud support opportunities, with a government focus on cost savings and new hybrid cloud approaches. We anticipate a possible shift toward application modernization to meet future civilian and military requirements. Cloud, mobile and as-a-service solutions approved by the Federal Risk and Authorization Management Program (“FedRAMP”), a government assessment process for certifying cloud-based services and applications, are fostering new alternative approaches with which CIOs are beginning to engage.




Transaction Rationale

The Spin-Off

The CSC Board considered the following potential benefits in deciding to pursue the Spin-Off:

Strategic Focus and Flexibility. Following the Spin-Off, CSC and CSRA will each have a more focused business and be better able to dedicate financial resources to pursue appropriate growth opportunities and execute strategic plans best suited to its respective business. The Spin-Off will also allow each of CSC and CSRA to enhance its strategic flexibility to respond to industry dynamics. In the U.S. public sector, technology demands are increasing, and clients want service providers with specific experience in government-focused innovation. By separating, the Computer Sciences GS Business will have the scale as well as the focus to meet unique customer needs and industry requirements.

Focused Management. The Spin-Off will allow the management of each of CSC and CSRA to devote its time and attention to the development and implementation of corporate strategies and policies that are based primarily on the specific business characteristics of their respective companies.

Management Incentives. The Spin-Off will enable CSRA to create incentives for its management and employees that are more closely tied to its business performance and stockholder expectations. CSRA’s equity-based compensation arrangements will more closely align the interests of CSRA’s management and employees with the interests of its stockholders and should increase CSRA’s ability to attract and retain personnel.

Capital Structure and Stockholder Flexibility. The segments in which CSC and CSRA expect to operate have historically had different growth profiles and cash flow dynamics. The Spin-Off will allow CSC and CSRA to separately manage their capital strategies and cost structures and will allow investors to make independent investment decisions with respect to CSC and CSRA, including the ability for CSRA to achieve alignment with a more natural stockholder base. Investment in one or the other company may appeal to investors with different goals, interests and concerns.

Focused Investments. While operating as part of CSC, internal investments were often directed according to CSC’s strategic interests as a whole. The Spin-Off will allow us to focus our investments on projects that optimize returns for our own businesses.

The Mergers

On August 31, 2015, CSC announced that it had entered into a definitive agreement to combine Computer Sciences GS and SRA. For details of the structure of the transaction, see “The Transactions” and “The Merger Agreement.” In connection with this announcement, CSC highlighted certain aspects of its strategic rationale for the Mergers, including:

Expanded Expertise. CSC highlighted the opportunity for Computer Sciences GS and SRA, on a combined basis, to become the largest pure-play IT services provider serving the U.S. government sector, with pro forma combined revenues of approximately $5.5 billion in fiscal 2015 and nearly 19,000 employees on a combined basis.

Strategic Positioning in Consolidating Industry. CSC also highlighted that the combination of Computer Sciences GS and SRA is a strategic move to position the combined company as the government IT Services industry consolidates. Computer Sciences GS’s next-generation software platforms and solutions – together with SRA’s go-to-market capabilities and customer intimacy – offer potential to deliver benefits to U.S. government clients, open new opportunities for employees of both companies and create value for stockholders. The combination of Computer Sciences GS and SRA is expected to provide opportunities for the combined company to leverage its scope and scale to capitalize on future growth opportunities.




Complementary Businesses. CSC further highlighted that the combined company will bring together highly complementary IT capabilities, with approximately three-quarters of combined revenues generated from cybersecurity, software development, cloud and IT infrastructure, and additional revenues anticipated from domain-specific professional services, including intelligence analysis, bioinformatics and health sciences, energy and environmental consulting, and enterprise planning and resource management. Computer Sciences GS’s depth in defense and national security will complement SRA’s expertise in the health and civil markets. Together the companies will be diversified across their customers with the combination providing a complementary contract base. Computer Sciences GS has an established portfolio of over 1,250 contracts and task orders with 25 large contracts generating 65% of its revenue. SRA brings a complementary mix of approximately 900 smaller contracts and task orders with no contract representing more than 5% of its revenue. We expect the combination to reduce risk of individual market or contract disruptions.

Synergies. We expect the combination of Computer Sciences GS and SRA to provide opportunities for cost savings and other operating synergies, which we currently estimate at $80 million in annual cost savings within six to 18 months following the Mergers through the consolidation of account management costs, corporate overhead costs, improved facility efficiencies, lower equipment vendor costs, and reductions in associated fringe benefits. We believe our one-time costs to realize these recurring annual cost savings will be approximately $30 million.  The size of these expected cost synergies is partly a function of the significant steps both CSC and SRA have already taken over the past three years to become cost-competitive, with a focus on next generation IT services and solutions. We believe these further cost reductions and operating efficiencies will better position us to compete for U.S. federal government contracts as a portion of these savings should result in lower costs for our customers on cost-plus contracts. As a result of these cost savings passed on to some of our customers on cost-plus contracts, we expect the estimated $80 million in annual costs savings, once fully realized, will reduce our revenue by approximately $30 million annually, but to result in approximately $50 million in net synergies per year.

The Companies

Computer Sciences GS

Computer Sciences GS delivers information technology (“IT”) mission- and operations-related services across the United States (“U.S.”) federal government to Department of Defense (“DoD”), Intelligence Community, homeland security, civil and healthcare agencies, as well as to certain state and local government agencies. We leverage deep domain-based customer intimacy and decades of experience in helping customers execute their mission with a fundamental understanding of their IT environment that has earned us the ability to introduce next-generation technologies. We bring scalable and more cost-effective IT solutions to government departments and agencies that are seeking to improve mission-critical effectiveness and efficiency through innovation. This approach is designed to yield lower implementation and operational costs as well as a higher standard of delivery excellence. Demand for our U.S. public sector offerings is driven by evolving government priorities such as: (1) migration to next-generation IT solutions, such as hybrid cloud infrastructure, application modernization, and as-a-service delivery, (2) big data solutions, (3) health IT and informatics, (4) cyber security and (5) mobility.

We are a Nevada corporation. Our principal executive offices are located at 3170 Fairview Park Drive, Falls Church, Virginia 22042. Our telephone number is 703-642-2000. Following the Distribution, our website address will be www.csra.com. Information contained on, or connected to, our website or CSC’s website does not and will not constitute part of this Information Statement or the registration statement on Form 10 of which this Information Statement is a part.

SRA

SRA is a leading provider of sophisticated IT and professional services to the U.S. federal government. SRA’s services help its government customers address complex IT needs in order to achieve their missions more




effectively, while also increasing efficiency and reducing expenses. Approximately 70% of SRA’s revenue is derived from IT service offerings, including software and systems development, network infrastructure and cloud services, and cybersecurity, with the remaining 30% derived from domain-specific professional services in areas such as intelligence analysis, bioinformatics and health sciences, energy and environmental consulting, and enterprise planning and resource management. SRA’s business has an operating model characterized by recurring revenues, diverse multi-year contracts, and strong free cash flow conversion.

The Transactions

Overview

On May 19, 2015, CSC announced plans for the complete legal and structural separation of CSRA from CSC. To effect the separation, first CSC will undertake the Internal Reorganization described under “The Master Separation and Distribution Agreement and Ancillary Agreements.” Following the Internal Reorganization, CSRA, CSC’s wholly-owned subsidiary, will hold the shares of the legal entities operating the Computer Sciences GS Business. Then, CSC will distribute all of CSRA’s common stock to CSC’s stockholders, and CSRA will become an independent, publicly-traded company.

Shortly prior to the Distribution, we will issue a note payable to CSC by us in the amount of $350 million that will be repaid by us in connection with the Distribution and the proceeds of which will be used by CSC to pay a portion of the Special Dividend. CSC expects to use any remaining proceeds to repay or retire certain of CSC’s existing indebtedness. We expect the Special Dividend to total approximately $1.5 billion in cash ($10.50 per CSC share entitled to participate in the Distribution, of which $8.25 per share will be paid by us and $2.25 per share will be paid by CSC).

Prior to completion of the Spin-Off, we intend to enter into a Master Separation and Distribution Agreement and several other agreements with CSC related to the Spin-Off. These agreements will govern the relationship between CSC and us up to and after completion of the Spin-Off and allocate between CSC and us various assets, liabilities and obligations, including employee benefits, intellectual property and tax-related assets and liabilities and contingencies. See “The Master Separation and Distribution Agreements and Ancillary Agreements” and “Certain Relationships and Related Party Transactions—Agreements with CSC” for more detail.

Completion of the Spin-Off is subject to the satisfaction or waiver of a number of conditions. In addition, CSC has the right not to complete the Spin-Off if, at any time, CSC’s board of directors (the “CSC Board”) determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of CSC or its stockholders, or is otherwise not advisable. See “The Transactions—Conditions to the Spin-Off” for more detail. Additionally, prior to, or concurrently with, the completion of the Spin-Off and the Mergers, we expect to raise indebtedness of approximately $3.0 billion, of which approximately $1.5 billion will be available upon consummation of the Spin-Off and approximately $1.5 billion will be available upon consummation of the Mergers. The amount of indebtedness to be incurred by us prior to the completion of the Spin-Off and the Mergers has been determined by CSC based on its view regarding an appropriate capital structure and amount of leverage for us as a standalone entity. We expect the net proceeds of the indebtedness we incur at or prior to the Distribution will be used to fund the Special Dividend (including the portion of the Special Dividend to be paid by CSC to its stockholders) as well as to pay the cash portion of the Merger Consideration and to refinance substantially all existing debt of SRA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Computer Sciences GS—Liquidity and Capital Resources.”

On August 31, 2015, CSC announced that it had entered into the Merger Agreement, which provides that Merger Sub Inc. will merge with and into SRA Parent, with SRA Parent surviving the First Merger, and immediately after the First Merger, SRA Parent will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the Second Merger. As a result of the Mergers, SRA will become an indirect wholly-owned subsidiary of CSRA.




Questions and Answers about the Transactions

The following provides only a summary of the terms of the Spin-Off, the Mergers and the transactions contemplated thereby. You should read the sections titled “The Transactions,” “The Merger Agreement” and “The Master Separation and Distribution Agreement and Ancillary Agreements” below in this Information Statement for a more detailed description of the matters described below.

A:

The Spin-Off is the method by which we will separate from CSC. In the Spin-Off, CSC will distribute to its stockholders all the outstanding shares of our common stock. Following the Spin-Off, we will be an independent, publicly-traded company, and CSC will not retain any ownership interest in us.

A:

Under the terms of the Merger Agreement, after the Distribution Merger Sub Inc. will merge with and into SRA Parent, with SRA Parent surviving the First Merger, and immediately after the First Merger, SRA Parent will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the Second Merger. As a result of the Mergers, stockholders of SRA Parent will receive merger consideration consisting of cash and shares of CSRA common stock. The Mergers will result in SRA Parent stockholders owning approximately 15.32% of the common stock of CSRA outstanding immediately after the effective time of the First Merger. Shares issued to CSC stockholders in the Distribution will constitute approximately 84.68% of the common stock of CSRA outstanding after the effective time of the First Merger.

Q:

Will the number of CSC shares I own change as a result of the Spin-Off and the Mergers?

A:

No, the number of shares of CSC common stock you own will not change as a result of the Spin-Off and the Mergers.

Q:

What are the reasons for the Spin-Off?

A:

The CSC Board considered the following potential benefits in deciding to pursue the Spin-Off:

Strategic Focus and Flexibility. Following the Spin-Off, CSC and CSRA will each have a more focused business and be better able to dedicate financial resources to pursue appropriate growth opportunities and execute strategic plans best suited to its respective business. The Spin-Off will also allow each of CSC and CSRA to enhance its strategic flexibility to respond to industry dynamics. In the U.S. public sector, technology demands are increasing, and clients want service providers with specific experience in government-focused innovation. By separating, our business will have the scale as well as the focus to meet unique customer needs and industry requirements.

Focused Management. The Spin-Off will allow the management of each of CSC and CSRA to devote its time and attention to the development and implementation of corporate strategies and policies that are based primarily on the specific business characteristics of their respective companies.

Management Incentives. The Spin-Off will enable CSRA to create incentives for its management and employees that are more closely tied to its business performance and stockholder expectations. CSRA’s equity-based compensation arrangements will more closely align the interests of CSRA’s management and employees with the interests of its stockholders and should increase CSRA’s ability to attract and retain personnel.

Capital Structure and Stockholder Flexibility. The segments in which CSC and CSRA expect to operate have historically had different growth profiles and cash flow dynamics. The Spin-Off will allow CSC and




CSRA to separately manage their capital strategies and cost structures and will allow investors to make independent investment decisions with respect to CSC and CSRA, including the ability for CSRA to achieve alignment with a more natural stockholder base. Investment in one or the other company may appeal to investors with different goals, interests and concerns.

Focused Investments. While operating as part of CSC, internal investments were often directed according to CSC’s strategic interests as a whole. The Spin-Off will allow us to focus our investments on projects that optimize returns for our own businesses.

TABLE OF CONTENTS

 

 

TRADEMARKS AND COPYRIGHTS

i

INDUSTRY AND MARKET DATA

ii

INTRODUCTION

iii

SUMMARY

1

SUMMARY HISTORICAL COMBINED FINANCIAL DATA OF COMPUTER SCIENCES GS

22

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF SRA

25

SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA OF COMBINED COMPANY

28

RISK FACTORS

34

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

56

THE TRANSACTIONS

57

THE MERGER AGREEMENT

68

THE MASTER SEPARATION AND DISTRIBUTION AGREEMENT AND ANCILLARY AGREEMENTS

83

DIVIDEND POLICY

89

CAPITALIZATION

90

SELECTED HISTORICAL COMBINED FINANCIAL DATA FOR COMPUTER SCIENCES GS

91

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR SRA

93

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF COMBINED COMPANY

95

BUSINESS OF COMPUTER SCIENCES GS

111

BUSINESS OF SRA

127

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COMPUTER SCIENCES GS

138

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SRA

164

MANAGEMENT OF CSRA FOLLOWING THE TRANSACTIONS

180

EXECUTIVE COMPENSATION

187

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

212

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

214

DESCRIPTION OF OUR CAPITAL STOCK

215

WHERE YOU CAN FIND MORE INFORMATION

222

INDEX TO FINANCIAL STATEMENTS

F-1

- Я вел себя довольно глупо. Я хотел лично сказать Росио, какое удовольствие получил от общения с ней несколько дней. Но я уезжаю сегодня вечером.

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