10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q
(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 2010
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission File No. 1-4850

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

Nevada	95-2043126
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
3170 Fairview Park Drive
Falls Church, Virginia	22042
(Address of Principal Executive Offices)	(Zip Code)
Registrant's Telephone Number, Including Area Code: (703) 876-1000
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x Yes  o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) x Yes  o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one). Large accelerated filer x      Accelerated filer o       Non-accelerated filer o     Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Exchange Act).  o  Yes x  No
155,090,200 shares of Common Stock, $1.00 par value, were outstanding on January 28, 2011.

COMPUTER SCIENCES CORPORATION

TABLE OF CONTENTS TO FORM 10-Q

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Condensed Statements of Income for the Quarters and Nine Months Ended December 31, 2010, and January 1, 2010		1
	Consolidated Condensed Balance Sheets as of December 31, 2010, and April 2, 2010		2
	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended December 31, 2010, and January 1, 2010		3
	Consolidated Condensed Statements of Changes in Equity for the Nine Months Ended December 31, 2010, and January 1, 2010		4
	Notes to Consolidated Condensed Financial Statements		5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		39
Item 4.	Controls and Procedures		39
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		40
Item 1A.	Risk Factors		40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		46
Item 6.	Exhibits		47

i

PART I, ITEM 1.  FINANCIAL STATEMENTS

COMPUTER SCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)

	Quarter Ended						Nine Months Ended
(Amounts in millions except per-share amounts)	December 31, 2010			January 1, 2010			December 31, 2010			January 1, 2010
Revenues	$	4,008		$	3,953		$	11,925		$	11,892
Costs of services (excludes depreciation and amortization)		3,232			3,105			9,611			9,476
Selling, general and administrative		243			239			734			732
Depreciation and amortization		269			280			798			825
Interest expense		43			50			126			158
Interest income		(8	)		(6	)		(25	)		(20	)
Other income, net		(2	)		(6	)		(40	)		(15	)
Total costs and expenses		3,777			3,662			11,204			11,156
Income before taxes		231			291			721			736
Taxes on income		(12	)		75			137			166
Net income		243			216			584			570
Less: Net income attributable to noncontrolling interest, net of tax		1			5			15			12
Net income attributable to CSC common shareholders	$	242		$	211		$	569		$	558
Earnings per share:
Basic	$	1.57		$	1.38		$	3.69		$	3.67
Diluted	$	1.54		$	1.36		$	3.64		$	3.62
Cash dividend per common share	$	.20		$	-		$	.50		$	-

See accompanying notes.

1

COMPUTER SCIENCES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited)

	As of
(Amounts in millions)	December 31, 2010			April 2, 2010
ASSETS
Cash and cash equivalents	$	1,629		$	2,784
Receivables, net of allowance for doubtful accounts of $47 (2011) and $47 (2010)		3,804			3,849
Prepaid expenses and other current assets		2,032			1,789
Total current assets		7,465			8,422
Property and equipment, net of accumulated depreciation of $3,879 (2011) and $3,731 (2010)		2,364			2,241
Outsourcing contract costs, net		629			642
Software, net		504			511
Goodwill		3,964			3,866
Other assets		830			773
Total assets	$	15,756		$	16,455
LIABILITIES
Short-term debt and current maturities of long-term debt	$	471		$	75
Accounts payable		390			409
Accrued payroll and related costs		709			821
Other accrued expenses		1,267			1,344
Deferred revenue		1,085			1,189
Income taxes payable and deferred income taxes		270			284
Total current liabilities		4,192			4,122
Long-term debt, net of current maturities		2,343			3,669
Income tax liabilities and deferred income taxes		533			550
Other long-term liabilities		1,466			1,606
EQUITY
CSC Stockholders’ Equity:
Common stock, par value $1 per share, authorized 750,000,000 shares, issued 163,020,141  (2011)   and 162,234,314 (2010)		163			162
Additional paid-in capital		2,078			2,006
Retained earnings		6,200			5,709
Accumulated other comprehensive loss		(891	)		(1,052	)
Less common stock in treasury, at cost, 8,365,844 shares (2011) and 8,284,771 shares (2010)		(383	)		(379	)
Total CSC stockholders’ equity		7,167			6,446
Noncontrolling interest in subsidiaries		55			62
Total equity		7,222			6,508
Total liabilities and equity	$	15,756		$	16,455

See accompanying notes.

2

COMPUTER SCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

	Nine Months Ended
(Amounts in millions)	December 31, 2010			January 1, 2010
Cash flows from operating activities:
Net income	$	584		$	570
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization and other non-cash charges		857			878
Stock based compensation		46			49
Provision for losses on accounts receivable		7			17
Unrealized foreign currency exchange gain, net		(5	)		(44	)
Gain on dispositions		(33	)		(7	)
Changes in assets and liabilities, net of effects of acquisitions and      dispositions:
Increase in assets		(50	)		(173	)
Decrease in liabilities		(602	)		(883	)
Net cash provided by operating activities		804			407
Cash flows from investing activities:
Purchases of property and equipment		(513	)		(437	)
Outsourcing contracts		(79	)		(106	)
Business acquisitions, net of cash acquired		(158	)		(5	)
Business dispositions		54			14
Software purchased and developed		(127	)		(106	)
Other investing activities, net		88			126
Net cash used in investing activities		(735	)		(514	)
Cash flows from financing activities:
Net borrowing (repayments) of commercial paper		335			(1	)
Borrowings under lines of credit		47			101
Repayment of borrowings under lines of credit		(1,545	)		(43	)
Principal payments on long-term debt		(63	)		(27	)
Proceeds from stock options		26			79
Repurchase of common stock and acquisition of treasury stock		-			(2	)
Excess tax benefit from stock based compensation		2			7
Dividend payments		(46	)		-
Other financing activities, net		(19	)		-
Net cash (used in) provided by financing activities		(1,263	)		114
Effect of exchange rate changes on cash and cash equivalents		39			123
Net (decrease) increase in cash and cash equivalents		(1,155	)		130
Cash and cash equivalents at beginning of year		2,784			2,297
Cash and cash equivalents at end of period	$	1,629		$	2,427

See accompanying notes.

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COMPUTER SCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN EQUITY (unaudited)

(Amounts in millions except shares in thousands)	Common Stock				Additional Paid-in		Earnings Retained for Use in			Accumulated Other Comprehensive Income			Common Stock in			Total CSC			Non- Controlling			Total
	Shares		Amount		Capital		Business			(Loss)			Treasury			Equity			Interest			Equity
Balance at April 2, 2010		162,234	$	162	$	2,006	$	5,709		$	(1,052	)	$	(379	)	$	6,446		$	62		$	6,508
Comprehensive income:
Net income								569									569			15			584
Currency translation adjustment											83						83						83
Unfunded pension obligation											78						78						78
Comprehensive income																	730			15			745
Cash dividends declared								(77	)								(77	)					(77	)
Acquisition of treasury stock														(4	)		(4	)					(4	)
Stock based compensation expense and option exercises		786		1		72											73						73
Distributions and other								(1	)								(1	)		(22	)		(23	)
Balance at December 31,2010		163,020	$	163	$	2,078	$	6,200		$	(891	)	$	(383	)	$	7,167		$	55		$	7,222

(Amounts in millions except shares in thousands)	Common Stock				Additional Paid-in		Earnings Retained for Use in			Accumulated Other Comprehensive Income			Common Stock in			Total CSC			Non- Controlling			Total
	Shares		Amount		Capital		Business			(Loss)			Treasury			Equity			Interest			Equity
Balance at April 3, 2009		159,689	$	160	$	1,836	$	4,893		$	(1,004	)	$	(375	)	$	5,510		$	108		$	5,618
Comprehensive income:
Net income								558									558			12			570
Currency translation adjustment											374						374						374
Unfunded pension obligation											48						48						48
Comprehensive income																	980			12			992
Acquisition of treasury stock														(3	)		(3	)					(3	)
Stock based compensation expense and option exercises		2,069		2		133											135						135
Distributions and other								(1	)								(1	)		(61	)		(62	)
Balance at January 1, 2010		161,758	$	162	$	1,969	$	5,450		$	(582	)	$	(378	)	$	6,621		$	59		$	6,680

See accompanying notes

4

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 1 – Basis of Presentation

Computer Sciences Corporation (CSC or the Company) has prepared the unaudited consolidated condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles for the United States (GAAP) have been condensed or omitted pursuant to such rules and regulations.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes.  It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2010.  In the opinion of management, the unaudited consolidated condensed financial statements included herein reflect all adjustments necessary, including those of a normal recurring nature, to present fairly the financial position, the results of operations and the cash flows for such interim periods.  The results of operations for such interim periods are not necessarily indicative of the results for the full year.

Certain columns and rows within the financial tables in this Form 10-Q include rounded numbers for disclosure purposes. Certain percentages and ratios are calculated from whole-dollar amounts.

Contractual work in process balances at December 31, 2010, and April 2, 2010, of $1,193 million and $932 million, respectively, are included in prepaid expenses and other current assets.

Unbilled recoverable amounts under contracts in progress do not have an allowance for credit losses and any adjustments to unbilled recoverable amounts under contracts in progress related to credit quality, should they occur, would be accounted for as a reduction of revenue.

Unbilled recoverable amounts under contracts in progress resulting from sales primarily to the United States and other governments that are expected to be collected after one year totaled $478 million.

Depreciation expense was $174 million and $516 million for the quarter and nine months ended December 31, 2010, respectively, and $181 million and $543 million for the quarter and nine months ended January 1, 2010, respectively.

The components of accumulated other comprehensive loss are as follows:

	As of
(Amounts in millions)	December 31, 2010			April 2, 2010
Foreign currency translation adjustment	$	106		$	23
Unfunded pension obligation		(997	)		(1,075	)
Accumulated other comprehensive loss	$	(891	)	$	(1,052	)

The fiscal 2011 change in unfunded pension obligation is primarily attributable to the amendment of certain U.K. plans on April 7, 2010 (see Note 7).

5

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Managed Services Sector (MSS) Out of Period Adjustments

The Company’s MSS segment incurred various nonrecurring adjustments, primarily in Europe’s Nordic region, netting to approximately $18 million of pre-tax charges in the third quarter and $58 million through the first nine months of fiscal 2011 that should have been recorded in prior years.  The net adjustments, combined with offsetting associated income tax effects, as well as certain unrelated out of period income tax benefits further discussed in Note 8, were immaterial to both prior year and expected current year consolidated results and financial position.

The charges resulted from accounting irregularities in the Nordic region and to a lesser extent, from accounting errors and misapplication of U.S. GAAP in the Nordic region and other parts of MSS.  These errors affected principally revenue, prepaid accounts, outsourcing contract costs, and other long-term liabilities.  In the aggregate, the Nordic region charges totaled $23 million in the third quarter and $81 million for the first nine months of fiscal 2011 and were partially offset by net credit adjustments related to MSS operations outside of the Nordic region totaling $5 million in the third quarter and $23 million in the first nine months of fiscal 2011.  The Company attributes a majority of the Nordic region adjustments for the first nine months of fis cal 2011 to suspected intentional misconduct of certain former employees in our Danish subsidiaries.  The Company is continuing to review these matters and has initiated a forensic investigation.  In addition, a formal civil investigation is being conducted by the SEC, with which the Company is cooperating.  (See Part I, Item 4)

Note 2 – Recent Accounting Pronouncements

New Accounting Standards

In December 2009, the FASB issued ASU 2009-17, which formally codifies SFAS No. 167,  “Amendments to FASB Interpretation No. 46(R),” which is a revision to FIN 46 (R), and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance.  A reporting entity is required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements.  The statement became effective at the beginning of CSC’s fiscal 2011 and did not have a material effect on CSC’s financial statements.

Standards Issued But Not Yet Effective

In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements—A Consensus of the FASB Emerging Issues Task Force,” which amends Topic 605: Revenue Recognition. This Update addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. The amendments in the Update establish a selling price hierarchy for determining the selling price of a deliverable and eliminate the residual method of allocation. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. Vend ors will be required to determine their best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis.  The amendments in the Update will become effective prospectively at the start of the Company’s fiscal 2012, April 2, 2011.  The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations and cash flows.

In October 2009, the FASB issued ASU 2009-14, “Certain Revenue Arrangements that include Software Elements—A Consensus of the FASB Emerging Issues Task Force,” which amends Topic 985: Software. This Update excludes from the scope all tangible products containing both software and non-software components that function together to deliver the product’s essential functionality.  In addition, if the software contained in the tangible product is essential to the tangible product’s functionality, the software is excluded from the scope of the software revenue guidance. The amendments in the Update will become effective prospectively at the start of the Company’s fiscal 2012, April 2, 2011. The Company is currently evaluating the effect that implementation of the new standard will have on its financial positio n, results of operations and cash flows.

6

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

In April 2010, the FASB issued ASU 2010-17 “Milestone Method of Revenue Recognition—A Consensus of the FASB Emerging Issues Task Force.”  The Update establishes a revenue recognition model for contingent consideration that is payable upon achievement of an uncertain event, referred to as a milestone.  The statement (1) limits the scope of this Issue to research or development arrangements and (2) requires that certain guidance be met for an entity to apply the milestone method (i.e., record the milestone payment in its entirety in the period received).  The guidance in this Issue will apply to milestones in multiple deliverable arrangements involving research or development transactions.  The statement will become effective prospectively for fiscal years beginning at the start of the Company ’s fiscal 2012, April 2, 2011.  The adoption of this statement is not expected to have a material effect on CSC’s consolidated financial statements.

Note 3 – Acquisitions and Divestitures

Acquisitions

During the first nine months of fiscal 2011, CSC acquired four privately-held companies; two during the second quarter for $61 million, and two during the third quarter for $95 million.

The purchase consideration for the acquisitions was allocated to the net assets acquired and liabilities assumed, based on their respective fair values at the date of acquisition. The total purchase consideration has been preliminarily allocated as $19 million to current assets, $18 million to software, $29 million to customer-related intangible assets, $2 million to property and equipment, $6 million to non-competition agreements, $3 million to other assets, $19 million to liabilities assumed, and $98 million to goodwill.  Of the total goodwill, $58 million is associated with CSC’s NPS segment and $40 million with the BSS segment.

During fiscal 2009, CSC acquired two separate privately-held companies for approximately $38 million cash plus additional consideration of up to $19million contingent on achievement of agreed revenue targets for future periods through the end of fiscal 2011. During the first quarter of fiscal 2011, $4 million of contingent consideration became due and was paid, and goodwill associated with the acquisition increased by the same amount.

Pro forma financial statements are not presented as the impact of these acquisitions is immaterial to CSC’s consolidated results.

Divestiture

During the second quarter of fiscal 2011, CSC completed the divestiture of an immaterial set of sub-contracts within its NPS segment whose ultimate customer is the US Federal Government, for consideration of approximately $56 million. The divestiture was driven by governmental Organizational Conflict of Interest concerns. Reflecting the divestiture, CSC derecognized net current assets of $18 million, net property and equipment of $1 million, and goodwill of $10 million, and incurred transaction costs of $1 million. The divestiture resulted in a pre-tax gain of $26 million recorded as other income. As of December 31, 2010, $54 million of the total consideration had been received as cash and the remaining $2 million is included in receivables.

7

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 4 – Earnings per Share

Basic and diluted earnings per share are calculated as follows:

	Quarter Ended
(Amounts in millions, except per share data)	December 31, 2010		January 1, 2010
Net income attributable to CSC common shareholders	$	242	$	211
Common share information:
Weighted average common shares outstanding      for basic EPS		154.526		152.784
Dilutive effect of stock options and equity awards      common stock equivalents		2.190		2.646
Shares for diluted EPS		156.716		155.430
Basic EPS	$	1.57	$	1.38
Diluted EPS	$	1.54	$	1.36

	Nine Months Ended
(Amounts in millions, except per share data)	December 31, 2010		January 1, 2010
Net income attributable to CSC common shareholders	$	569	$	558
Common share information:
Weighted average common shares outstanding      for basic EPS		154.378		152.052
Dilutive effect of stock options and equity awards      common stock equivalents		2.056		2.227
Shares for diluted EPS		156.434		154.279
Basic EPS	$	3.69	$	3.67
Diluted EPS	$	3.64	$	3.62

The computation of diluted EPS did not include stock options which were antidilutive, as their exercise price was greater than the average market price of the common stock of CSC during the periods presented.  The number of such options was 9,730,532 and 9,597,005 for the quarter and nine months ended December 31, 2010, respectively, and 5,969,792 and 10,257,633 for the quarter and nine months ended January 1, 2010, respectively.

8

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 5 – Fair Value

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2010, and April 2, 2010:

	As of
(Amounts in millions)	December 31, 2010		Fair Value Hierarchy
	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	876	$	876	$	-	$	-
Time deposits		242		242		-		-
Short term investments		9		9		-		-
Derivative assets		3		-		3		-
Total assets	$	1,130	$	1,127	$	3	$	-
Liabilities:
Commercial paper	$	335	$	335	$	-	$	-
Total liabilities	$	335	$	335	$	-	$	-
	As of
(Amounts in millions)	April 2, 2010		Fair Value Hierarchy
	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	1,207	$	1,207	$	-	$	-
Time deposits		609		609		-		-
Derivative assets		1		-		1		-
Total assets	$	1,817	$	1,816	$	1	$	-
Liabilities:
Derivative liabilities	$	1	$	-	$	1	$	-
Total liabilities	$	1	$	-	$	1	$	-

The money market funds and time deposits are included and reported in cash and cash equivalents, derivative assets in prepaid expenses and other current assets, and the derivative liabilities in accrued expenses. Gains and losses from changes in the fair value of derivative assets and liabilities are included in earnings and reported in other income, net.

Financial Instruments

The Company issued commercial paper under the existing credit facility in the third quarter of fiscal 2011.  The commercial paper is included in short-term debt and carries a weighted average interest rate of 0.4262%.

The carrying amounts of the Company’s financial instruments with short term maturities are deemed to approximate their market values except for $379 million in receivables and $227 million of deferred costs included in prepaid expenses related to claims for which the values are subject to litigation.  For these current assets subject to litigation, it is not practicable to estimate fair value (see Note 13 for further discussion).

The carrying amount of the Company’s long-term debt was $2,343 million and $3,669 million and the estimated fair value was $2,547 million and $3,854 million as of December 31, 2010, and April 2, 2010, respectively. The fair value of long-term debt is estimated based on the current interest rates available to the Company for instruments with similar terms and remaining maturities.

9

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 6 – Foreign Currency Derivative Instruments

As a large global organization, the Company faces exposure to adverse movements in foreign currency exchange rates.  During the ordinary course of business, the Company enters into certain contracts denominated in foreign currency. Potential foreign currency exposures arising from these contracts are analyzed during the contract bidding process.  The Company generally manages these transactions by incurring costs to service contracts in the same currency in which revenue is received. Short-term contract financing requirements are met by borrowing in the same currency. By generally matching revenues, costs and borrowings to the same currency, the Company has been able to substantially mitigate foreign currency risk to earnings. However, as business practices evolve, the Company is increasing its use of offshore support and is the refore becoming more exposed to currency fluctuations.

The Company has policies and procedures to manage the exposure to fluctuations in foreign currency by using short-term foreign currency forwards and option contracts to hedge certain foreign currency assets and liabilities, including intercompany loans, and certain revenues denominated in non-functional currencies. The Company uses these instruments as economic hedges and not for speculative or trading purposes.  For accounting purposes, these foreign currency contracts are not designated as hedges, as defined under ASC 815 (previously FAS 133) and all changes in fair value are reported as part of other income, net.

The notional amount of the foreign currency forward contracts outstanding as of December 31, 2010, and April 2, 2010, was $361 million and $474 million, respectively. The notional amount of option contracts outstanding as of December 31, 2010, and April 2, 2010, was $121 million and $46 million, respectively.

The estimated fair values of the foreign currency derivative assets and liabilities were $3 million and $0 million, respectively, as of December 31, 2010, and $1 million and $1 million, respectively, as of April 2, 2010 (see Note 5).

As a result of the use of derivative instruments, the Company is subject to counterparty credit risks. To mitigate this risk, the Company enters into forward and option contracts with several financial institutions and regularly reviews its credit exposure and the creditworthiness of the counterparty.  As of December 31, 2010, there was a counterparty with concentration of credit risk and the maximum amount of loss, based on gross fair value of the foreign currency derivative instrument, that the Company would incur is $3 million.

10

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 7 – Pension and Other Benefit Plans

The Company and its subsidiaries offer a number of pension and postretirement healthcare and life insurance benefit plans.  The components of net periodic benefit cost for defined benefit pension plans are as follows:

	Quarter Ended
(Amounts in millions)	December 31, 2010						January 1, 2010
Pensions	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Service cost	$	2		$	7		$	2		$	9
Interest cost		41			31			42			27
Expected return on assets		(39	)		(32	)		(40	)		(23	)
Amortization of unrecognized net loss and other		6			4			1			6
Net periodic pension cost	$	10		$	10		$	5		$	19

	Nine Months Ended
(Amounts in millions)	December 31, 2010						January 1, 2010
Pensions	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Service cost	$	6		$	22		$	30		$	25
Interest cost		123			90			125			81
Expected return on assets		(117	)		(93	)		(118	)		(68	)
Amortization of unrecognized net loss and other		18			16			5			17
Pension curtailment		-			-			(13	)		-
Net periodic pension cost	$	30		$	35		$	29		$	55

On April 7, 2010, the Company announced an action to discontinue the accrual of future benefits for certain U.K. pension plans, effective July 1, 2010.  As a result of this plan amendment, the Company recognized a curtailment loss of $0.4 million in the fourth quarter of fiscal 2010.  In addition, the Company remeasured the amended U.K. plans’ pension expense for fiscal 2011 to reflect (a) a new discount rate of 5.6%, (b) the year-to-date increase in plan assets, and (c) the change in amortization basis to the expected average remaining life of plan participants.  The U.K. plans’ discount rate is derived from a published rate: Markit iBoxx GBP Corporates AA 15+ Years Index. This remeasurement resulted in a $75 million reduction to the pension benefit obligation.

For U.S. pension plans, the discount rate is derived from averaging two independent third-party sources: the Aon Yield Curve and the Citigroup Above Median Pension Discount Curve.  Both yield curves are constructed to parallel the bond portfolio that would be constructed for a plan similar in size and timing of payments to the Company’s U.S. plans.

The Company expects to contribute approximately $180 million to the defined benefit pension plans during fiscal 2011.  During the quarter ended December 31, 2010, the Company contributed $48 million to the defined benefit pension plans.  During the nine months ended December 31, 2010, the Company contributed $139 million to the defined benefit pension plans.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

The components of net periodic benefit cost for other postretirement benefit plans, on a global basis, are as follows:

	Quarter Ended
(Amounts in millions)	December 31, 2010			January 1, 2010
Other Postretirement Benefits
Service cost	$	1		$	-
Interest cost		4			3
Expected return on assets		(2	)		(1	)
Amortization of unrecognized net loss and other		3			2
Net provision for postretirement benefits	$	6		$	4

	Nine Months Ended
(Amounts in millions)	December 31, 2010			January 1, 2010
Other Postretirement Benefits
Service cost	$	3		$	-
Interest cost		11			9
Expected return on assets		(5	)		(3	)
Amortization of unrecognized net loss and other		9			6
Net provision for postretirement benefits	$	18		$	12

The Company expects to contribute approximately $22 million to the postretirement benefit plans during fiscal 2011.  During the quarter ended December 31, 2010, the Company contributed $8 million to the postretirement benefit plans.  During the nine months ended December 31, 2010, the Company contributed $13 million to the postretirement benefit plans.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 8 – Income Taxes

The effective tax rate for the third quarter and nine months ended December 31, 2010, was (5.2%) and 19.0%, respectively, and for the third quarter and nine months ended January 1, 2010, was 25.8% and 22.6%, respectively.  The decrease in the effective tax rate for the third quarter and nine months ended December 31, 2010, was primarily due to income tax benefits recognized related to research and development (“R&D”) credits of 27.9% and 9.0%, respectively.  The R&D credit benefits were primarily composed of new credits resulting from the passage of tax legislation, which extended the credits, and tentative agreements related to the current IRS exam cycle.  In addition, the Company generated greater U.S. foreign tax credits in the current fiscal year than in the prior fiscal year, which provided a benefit to the effective tax rate for the third quarter and nine months ended December 31, 2010, of 7.5% and 2.4%, respectively.  Additionally, the year-to-date rate benefited from the recognition of out of period adjustments of approximately $22 million of which $8 million was recorded in the third quarter of fiscal year 2011.

As of December 31, 2010, in accordance with ASC 740-10 (FASB Interpretation No. 48), the Company’s liability for uncertain tax positions was $452 million, which is included in non current liabilities on the Company’s balance sheet, including interest of $83 million and penalties of $28 million.  The Company’s liability for uncertain tax positions at December 31, 2010, includes $255 million related to amounts that, if recognized, would affect the effective tax rate (excluding related interest and penalties).

The liability for uncertain tax positions decreased by approximately $34 million during the current nine month period primarily due to tentative agreements with tax authorities during the current IRS exam cycle related to prior year R&D credits.  This amount is included in the income tax benefits for R&D credits referenced above.  There were no material changes to accrued interest and penalties as of the third quarter of fiscal 2011, as compared to the end of fiscal 2010.

Tax Examination Status

The Company is currently under examination in several tax jurisdictions.  A summary of the tax years that remain subject to examination in certain of the Company’s major tax jurisdictions are:

Jurisdiction	Tax Years that Remain Subject to Examination (Fiscal Year Ending)
United States – Federal	2005 and forward
United States – Various States	2001 and forward
Canada	2004 and forward
France	2005 and forward
Germany	2006 and forward
United Kingdom	2009 and forward

It is reasonably possible that during the next twelve months the Company’s liability for uncertain tax positions may change by a significant amount.  The IRS is examining the Company’s federal income tax returns for fiscal years 2005 through 2007, and the Company expects to reach a settlement during fiscal year 2012.  The nature of the significant items subject to examination includes depreciation, amortization, R&D credits, and U.S. related international tax issues.  In addition,the Company may settle certain other tax examinations, have lapses in statutes of limitations, or voluntarily settle income tax positions in negotiated settlements for different amounts than the Company has accrued as uncertain tax positions. 0; The Company may need to accrue and ultimately pay additional amounts for tax positions that previously met a more likely than not standard if such positions are not upheld.  Conversely, the Company could settle positions with the tax authorities for amounts lower than have been accrued or extinguish a position through payment.  The Company believes the outcomes which are reasonably possible within the next twelve months may result in a reduction of the liability for uncertain tax positions of up to $225 million, excluding interest, penalties and tax carryforwards.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 9 – Stock Incentive Plans

As of December 31, 2010, the Company had outstanding stock option and equity awards issued pursuant to various shareholder-approved plans.  For the quarter and nine months ended December 31, 2010, and January 1, 2010, the Company recognized stock-based compensation expense as follows:

	Quarter Ended
(Amounts in millions)	December 31, 2010		January 1, 2010
Cost of services	$	3	$	3
Selling, general and administrative		13		12
Total	$	16	$	15
Total net of tax	$	10	$	9

	Nine Months Ended
(Amounts in millions)	December 31, 2010		January 1, 2010
Cost of services	$	9	$	11
Selling, general and administrative		37		38
Total	$	46	$	49
Total net of tax	$	28	$	30

The Company’s overall stock-based compensation granting practice has not changed year over year. During the nine months ended December 31, 2010, the Company modified certain underlying assumptions in the fair value calculations, as described below.  An adjustment to reflect actual forfeiture experience for fiscal 2010 decreased stock-based compensation expense recognized for the nine months ended December 31, 2010, by $6 million.

The Company uses the Black-Scholes-Merton model in determining the fair value of options granted. The expected term was calculated based on the Company’s historical experience with respect to its stock plan activity in combination with an estimate of when vested and unexercised option shares will be exercised.  The Company continued to base expected volatility on a blended approach using an equal weighting of implied volatility and historical volatility.  However, beginning with the first quarter of fiscal 2011, the historical volatility calculation was based on the Company’s seven-year historical daily closing price, rather than the ten-year historical used in prior periods, in order to bring this factor more closely into alignment with the expected term of the stock options.  The dividend yield assumption was added concurrent with the May 19, 2010, declaration of a cash dividend.

The weighted average grant date fair values of stock options granted during the nine months ended December 31, 2010, and January 1, 2010, were $12.96 and $15.15 per share, respectively.  In calculating the compensation expense for its stock incentive plans, the Company used the following weighted average assumptions:

	Nine Months Ended
	December 31, 2010	January 1, 2010
Risk-free interest rate	2.37%	2.20%
Expected volatility	28%	41%
Expected term	5.86 years	4.14 years
Dividend yield	1.17%	-

During the nine months ended December 31, 2010, and January 1, 2010, the Company realized income tax benefits related to all of its stock incentive plans of $5 million and $12 million, respectively.  An excess tax benefit of $2 million and $7 million was realized during the nine months ended December 31, 2010, and January 1, 2010, respectively.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Employee Incentive Plans

The Company has three stock incentive plans which authorize the issuance of stock options, restricted stock and other stock-based incentives to employees upon terms approved by the Compensation Committee of the Board of Directors.  The Company issues authorized but previously unissued shares upon the exercise of stock options, the granting of restricted stock and the redemption of restricted stock units (RSUs).  At December 31, 2010, 6,487,867 shares of CSC common stock were available for the grant of future stock options, equity awards or other stock-based incentives to employees.

Stock Options

The Company’s standard vesting schedule for stock options is one-third on each of the first three anniversaries of the grant date.  Stock options are generally granted for a term of ten years.  Information concerning stock options granted under stock incentive plans is as follows:

	As of December 31, 2010
	Number of Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (In millions)
Outstanding as of April 2, 2010		17,008,397		$	46.36		5.58	$	141
Granted		2,781,874			48.23
Exercised		(675,951	)		41.70
Canceled/forfeited		(219,741	)		46.04
Expired		(390,374	)		54.24
Outstanding as of December 31, 2010		18,504,205			46.65		5.57		84
Vested and expected to vest in the future as of December 31, 2010		18,232,983			46.64		5.51		83
Exercisable as of December 31, 2010		13,159,829			46.76		4.28		65

The total intrinsic value of options exercised during the nine months ended December 31, 2010, and January 1, 2010, was $6 million and $24 million, respectively.  The total intrinsic value of stock options is based on the difference between the fair market value of the Company’s common stock less the applicable exercise price.  The cash received from stock options exercised during the nine months ended December 31, 2010, and January 1, 2010, was $26 million and $79 million, respectively.

As of December 31, 2010, there was $49 million of total unrecognized compensation expense related to unvested stock options, net of expected forfeitures.  The cost is expected to be recognized over a weighted-average period of 1.83 years.

Other Equity Awards

Other Equity Awards, including restricted stock and RSUs, generally vest over periods of three to five years.  Restricted stock awards consist of shares of common stock of the Company issued at a price of $0.  Upon issuance to an employee, shares of restricted stock become outstanding, receive dividends and have voting rights. The shares are subject to forfeiture and to restrictions which limit the sale or transfer during the restriction period.  Upon the vesting date, RSUs are automatically redeemed for shares of CSC common stock and dividend equivalents.  If prior to the redemption in full of the RSU, the employee’s status as a full-time employee is terminated, then the RSU is automatically cancelled on the employment termination date and any unvested shares are forfeited.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

A portion of the Other Equity Awards granted during the nine months ended December 31, 2010, consisted of performance-based RSUs.  The number of units that ultimately vest pursuant to such awards is dependent upon the Company’s achievement of certain specified performance criteria over a two or three-year period.  Awards are redeemed for shares of CSC common stock and dividend equivalents upon the filing with the SEC of the Annual Report on Form 10-K for the last fiscal year of the performance period.  Compensation expense during the performance period is estimated at each reporting date using management’s expectation of the probable achievement of the specified performance criteria and is adjusted to the extent the expected achievement changes.  In the table below, such awards are reflected at th e number of shares expected to be redeemed upon achievement of target performance measures.

During the nine months ended December 31, 2010, certain senior executives were awarded service-based RSUs for which the shares are redeemable over the ten anniversaries following the executive’s termination, provided the executive remains a full-time employee of the Company until reaching the earlier of age 65 or age 55 or over with at least ten years of service and after termination complies with certain non-competition covenants during the ten-year period.

Information concerning Other Equity Awards granted under stock incentive plans is as follows:

	As of December 31, 2010
	Number of Shares			Weighted Average Fair Value
Outstanding as of April 2, 2010		1,154,668		$	45.88
Granted		492,523			48.15
Released/Redeemed		(138,142	)		51.34
Forfeited/Canceled		(16,728	)		51.94
Outstanding as of December 31, 2010		1,492,321			46.05

As of December 31, 2010, there was $32 million of total unrecognized compensation expense related to unvested restricted stock awards and restricted stock units.  The cost is expected to be recognized over a weighted-average period of 1.96 years.

Nonemployee Director Incentives

The Company has two stock incentive plans which authorize the issuance of stock options, restricted stock and other stock-based incentives to nonemployee directors upon terms approved by the Company’s Board of Directors.  As of December 31, 2010, 154,700 shares of CSC common stock were available for the grant of future RSUs or other stock-based incentives.

Generally, RSU awards to nonemployee directors vest in full as of the next annual meeting of the Company’s stockholders following the date they are granted and are issued at a price of $0.  Information concerning RSUs granted to nonemployee directors is as follows:

	As of December 31, 2010
	Number of Shares			Weighted Average Fair Value
Outstanding as of April 2, 2010		133,221		$	46.47
Granted		24,000			42.25
Redeemed		(180	)		42.69
Forfeited/Canceled		-			-
Outstanding as of December 31, 2010		157,041			45.83

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

When a holder of RSUs ceases to be a director of the Company, the RSUs are automatically redeemed for shares of CSC common stock and dividend equivalents with respect to such shares.  The number of shares to be delivered upon redemption is equal to the number of RSUs that are vested at the time the holder ceases to be a director.  At the holder’s election, the RSUs may be redeemed (i) as an entirety, upon the day the holder ceases to be a director, or (ii) in substantially equal amounts upon the first five, ten or fifteen anniversaries of such termination of service.

Note 10 – Cash Flows—Supplemental Disclosures

Cash payments for interest were $97 million and $148 million for the nine months ended December 31, 2010, and January 1, 2010, respectively.  Cash payments for income taxes, net of refunds, were $182 million and $294 millionfor the nine months ended December 31, 2010, and January 1, 2010, respectively.

Non-cash investing activities include the following:

(Amounts in millions)	Nine Months Ended
	December 31, 2010		January 1, 2010
Capital expenditures in accounts payable and accrued expenses	$	42	$	37
Capital expenditures through capital lease obligations		167		38
Assets acquired under long-term financing		115		-

Non-cash financing activities included common share dividends declared but not yet paid of $31 million for the nine months ended December 31, 2010.

Note 11 – Segment Information

CSC provides information technology and business process outsourcing, consulting and systems integration services and other professional services to its customers.  The Company targets the delivery of these services within three broad service lines or sectors: North American Public Sector (NPS), Managed Services Sector (MSS), and Business Solutions and Services (BSS).

The Company’s reportable segments are as follows:

·   North American Public Sector (NPS) – The NPS segment operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. federal agencies.

·   Managed Services Sector (MSS) – The MSS segment provides large-scale infrastructure and application outsourcing solutions offerings as well as midsize services delivery to customers globally.

·   Business Solutions & Services (BSS) – The BSS segment provides industry specific consulting and systems integration services, business process outsourcing, and intellectual property (IP) – based software solutions.  These service offerings and clientele overlap.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

The following tables summarize operating results by reportable segment:

	NPS		MSS		BSS		Corporate			Eliminations			Total
(Amounts in millions)
Fiscal 2011
Quarter Ended December 31, 2010
Revenues	$	1,482	$	1,653	$	899	$	5		$	(31	)	$	4,008
Operating income (loss)		117		110		85		(14	)		-			298
Depreciation and amortization		33		197		31		8			-			269
Fiscal 2010
Quarter Ended January 1, 2010
Revenues	$	1,477	$	1,618	$	887	$	4		$	(33	)	$	3,953
Operating income (loss)		140		175		81		(19	)		-			377
Depreciation and amortization		33		207		37		3			-			280

	NPS		MSS		BSS		Corporate			Eliminations			Total
(Amounts in millions)
Fiscal 2011
Nine Months Ended December 31, 2010
Revenues	$	4,583	$	4,832	$	2,589	$	12		$	(91	)	$	11,925
Operating income (loss)		405		306		225		(49	)		-			887
Depreciation and amortization		98		579		99		22			-			798
Fiscal 2010
Nine Months Ended January 1, 2010
Revenues	$	4,617	$	4,761	$	2,589	$	13		$	(88	)	$	11,892
Operating income (loss)		403		435		205		(60	)		(1	)		982
Depreciation and amortization		99		606		110		10			-			825

Operating income provides useful information to the Company’s management for assessment of the Company’s performance and results of operations.  Components of the measure are utilized to determine executive compensation along with other measures.

A reconciliation of consolidated operating income to income before taxes is as follows:

	Quarter Ended						Nine Months Ended
(Amounts in millions)	December 31, 2010			January 1, 2010			December 31, 2010			January 1, 2010
Operating income	$	298		$	377		$	887		$	982
Corporate G&A		(34	)		(48	)		(105	)		(123	)
Interest expense		(43	)		(50	)		(126	)		(158	)
Interest income		8			6			25			20
Other income, net		2			6			40			15
Income before taxes	$	231		$	291		$	721		$	736

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 12 – Goodwill and Other Intangible Assets

The Company tests goodwill for impairment on an annual basis, as of the first day of the second fiscal quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  A significant amount of judgment is involved in determining if an indicator of impairment has occurred between annual testing dates.  Such indicators include: a significant decline in expected future cash flows; a sustained, significant decline in market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and reductions in growth rates.  Management believes that there have been no events or circ umstances in the third quarter of fiscal 2011 which would more likely than not reduce the fair value for its reporting units below their carrying value.

The following table summarizes the changes in the carrying amount of goodwill by segment for the nine months ended December 31, 2010:

(Amounts in millions)	NPS			MSS		BSS			Total
Goodwill gross	$	694		$	1,920	$	1,271		$	3,885
Accumulated impairment losses		-			-		(19	)		(19	)
Balance as of April 2, 2010, net		694			1,920		1,252			3,866
Additions		62			-		40			102
Deductions		(10	)		-		-			(10	)
Foreign currency translation		-			8		(2	)		6
Impairment losses		-			-		-			-
Goodwill gross		746			1,928		1,309			3,983
Accumulated impairment losses		-			-		(19	)		(19	)
Balance as of December 31, 2010, net	$	746		$	1,928	$	1,290		$	3,964

The addition to goodwill of $102 million consists of $98 million related to acquisitions of new businesses and $4 million of contingent consideration paid on a fiscal 2009 acquisition.  The reduction of $10 million relates to a divestiture of an immaterial set of NPS contracts (See Note 3).

The foreign currency translation amount relates to the impact of currency movements on non-U.S. dollar denominated goodwill balances.

A summary of amortizable intangible assets as of December 31, 2010, and April 2, 2010, is as follows:

	As of December 31, 2010
(Amounts in millions)	Gross Carrying Value		Accumulated Amortization		Net
Software	$	1,809	$	1,305	$	504
Outsourcing contract costs		2,017		1,388		629
Customer and other intangible assets		430		255		175
Total intangible assets	$	4,256	$	2,948	$	1,308

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

	As of April 2, 2010
(Amounts in millions)	Gross Carrying Value		Accumulated Amortization		Net
Software	$	1,716	$	1,205	$	511
Outsourcing contract costs		1,875		1,233		642
Customer and other intangible assets		397		234		163
Total intangible assets	$	3,988	$	2,672	$	1,316

Amortization related to intangible assets was $111 million and $116 million for the quarters ended December 31, 2010, and January 1, 2010, respectively, including reductions of revenue for outsourcing contract cost premiums amortization of $17 million in each of the respective quarters.  Amortization related to intangible assets was $326 million and $325 million for the nine months ended December 31, 2010, and January 1, 2010, respectively, including reductions of revenue for outsourcing contract cost premiums amortization of $51 million and $44 million in each of the respective nine month periods.  Estimated amortization expense related to intangible assets as of December 31, 2010, for fiscal 2011 through fiscal 2015, is as follows: $462 million,$329 million, $254 million, $184 millionand $126 million, respectively.

Amortization expense related to capitalized software was $42 million and $40 million for the quarters ended December 31, 2010, and January 1, 2010, respectively, and $130 million and $122 million for the nine months ended December 31, 2010, and January 1, 2010, respectively.

Note 13 – Commitments and Contingencies

Commitments

The primary financial instruments which potentially subject the Company to concentrations of credit risk are accounts receivable. The Company’s customer base includes Fortune 500 companies, the U.S. federal and other governments and other significant, well-known companies operating in North America, Europe and the Pacific Rim. Credit risk with respect to accounts receivable is minimized because of the nature and diversification of the Company’s customer base.  The Company's credit risk is also impacted by the risk of customers which become subject to bankruptcy proceedings; however, because most of these proceedings involve business reorganizations rather than liquidations and the nature of the Company's services are often considered essential to the operational continuity of these customers, the Company is generally able to a void or mitigate significant adverse financial impact in these cases.  As of December 31, 2010, the Company had$12 million of accounts receivable and $7 million of allowance for doubtful accounts with customers involved in bankruptcy proceedings.

In the normal course of business, the Company provides certain clients, principally governmental entities, with financial performance guarantees, which are generally backed by standby letters of credit or surety bonds.  In general, the Company would be liable for the amounts of these guarantees only in the event that nonperformance by the Company permits termination of the related contract by the Company’s client.  As of December 31, 2010, the Company had $673 million of outstanding letters of credit and surety bonds relating to these performance guarantees. The Company believes it is in compliance with its performance obligations under all service contracts for which there is a financial performance guarantee, and therefore there are no material obligations in connection with these guarantees as of December 31, 2010.

The Company uses standby letters of credit in lieu of cash to support various risk management insurance policies.  These letters of credit represent a contingent liability and the Company would only be liable if it defaults on its payment obligations towards these policies.  As of December 31, 2010, the Company had $87 million of outstanding standby letters of credit.  The Company also guarantees working capital credit lines for certain of its non-U.S. business units with local financial institutions.  Generally, guarantees have a one-year term and are renewed annually.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the expiration of the Company’s financial guarantees and standby letters of credit outstanding as of December 31, 2010:

(Amounts in millions)	Fiscal 2011		Fiscal 2012		Fiscal 2013 and thereafter		Total
Performance guarantees:
Surety bonds	$	3	$	28	$	-	$	31
Letters of credit		604		25		13		642
Standby letters of credit		36		48		3		87
Foreign subsidiary debt guarantees		3		621		-		624
Total	$	646	$	722	$	16	$	1,384

The Company generally indemnifies its software license customers from claims of infringement on a United States patent, copyright, or trade secret.  CSC’s indemnification covers costs to defend customers from claims, court awards or related settlements.  The Company maintains the right to modify or replace software in order to eliminate any infringement.  Historically, CSC has not incurred any significant costs related to customer software license indemnification, and management considers the likelihood of incurring future costs to be remote.

Contingencies

As of December 31, 2010, the Company had 14 claims totaling approximately $678 million, excluding interest, asserted against the U.S. federal government under a single contract pending before the Armed Services Board of Contracts Appeals (“ASBCA”).  These claims were filed under the Contract Disputes Act of 1978 (the “CDA”).

During the second quarter of fiscal 2007, the Company filed its 14 interest bearing claims (collectively the “CDA Claims”), then totaling approximately $858 million, with the government.  During the first quarter of fiscal 2008, the government denied the Company’s 14 CDA Claims and issued a $42 million counterclaim. The Company disagrees with the government’s denials both factually and contractually.  In contrast to the Company’s CDA Claims, all of which were properly certified under the CDA, the government’s counter-claim was submitted with no verifiable evidence, no citation to any supporting evidence and no explanation of its method for calculating value.  Because of these disputes, on September 11, 2007, the Company initiated litigation at the ASBCA, one of the two forums availab le for litigation of CDA claims.  Decisions of the ASBCA may be appealed to the Court of Appeals for the Federal Circuit and that court’s ruling may be appealed to the U.S. Supreme Court.

In accordance with accepted practice, the Company amended its CDA Claims twice to reflect adjustments to the total value of the CDA Claims.  During the third quarter of fiscal 2008, the Company and its litigation team undertook a standard review of the value of the CDA Claims.  On December 21, 2007, as a result of that review, the Company amended the complaint it filed with the ASBCA on September 11, 2007, and adjusted its value downward.  Most recently, on December 24, 2009, the Government made a partial payment of $35 million on one of the CDA Claims.  Thereafter, CSC filed a second amended complaint with the ASBCA reducing the value of its CDA Claims by $35 million for a total value of all CDA Claims now totaling approximately $678 million.

Included in receivables and prepaid expenses and other current assets are approximately $379 million of unbilled receivables, reflecting the third quarter fiscal 2010 payment of $35 million referenced above, and $227 million of deferred costs related to the CDA Claims, respectively.  The Company does not record any profit element when it defers costs associated with CDA claims.

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COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

The Company believes it has valid bases for pursuing recovery of the CDA Claims supported by outside counsel’s evaluation of the facts and assistance in the preparation of the claims.  To verify its position, CSC requested that outside counsel analyze whether the first two conditions of Paragraph 31 of Accounting Standards Codification (“ASC”) 605-35-25 (previously referred to as Paragraph 65 of Statement of Position 81-1) were satisfied with respect to the Company’s assertions of Government breaches of the contract, Government-caused delays and disruption to the Company’s performance of the contract, and unanticipated additional work performed by the Company under the contract.  The outside counsel issued an opinion that the Company’s position met the criteria on April 22, 2005, and has reite rated that opinion as recently as May 18, 2010.  The Company remains committed to vigorous pursuit of its claimed entitlements and associated value, and continues to believe based on review of applicable law and other considerations that recovery of at least its net balance sheet position is probable.  However, the Company’s position is subject to the ongoing evaluation of new facts and information which may come to the Company’s attention during the discovery phase of the litigation.  Trial has been rescheduled from the fourth quarter of fiscal 2011 to the first quarter of fiscal 2012 but is subject to further change at the discretion of the ASBCA judge.

On November 19, 2010, the Government and the Company entered into a formal agreement to stay the CDA Claims litigation and engage in a non-binding alternate dispute resolution (“ADR”) process to resolve all outstanding CDA Claims and other issues associated with the contract.  This expedited process began on December 6, 2010, and is expected to conclude in the first quarter of Fiscal Year 2012.  If the parties do not reach settlement, the litigation will resume.  As part of the ADR process and in accordance with the terms of the ADR agreement, on November 22, 2010, the Company filed with the Government two requests for equitable adjustment (“REA”) totaling approximately $1.3 billion associated with the same contract under which the CDA Claims were brought.  REAs, unlike CDA Claims, are not interest bearing.  The matters covered by the REAs overlap with each other and, to some extent, with certain matters covered by the CDA claims, but the REAs seek recovery under other legal theories.  The aggregate amount of REAs and CDA Claims filed by the Company is not indicative of the amounts that would ultimately be recoverable by the Company.  However, were the Company to be successful with its REAs, the amount recovered could be greater than the total value of the CDA Claims.  There are no additional assets on the Company’s books that relate to the REAs described above.

Several additional claims that had been pending before the ASBCA under a separate contract were settled in the second quarter of fiscal 2010.  As a result of that settlement and other contractual arrangements, the Company expects the deferred costs related to those claims will be fully recovered.

Several shareholders of the Company have made demands on the Board of Directors of the Company or filed purported class or derivative actions against both the Company, as nominal defendant, as well as certain of CSC's executive officers and directors.  These actions, which are described below, generally allege that certain of the individual defendants breached their fiduciary duty to the Company by purportedly “backdating” stock options granted to CSC executives, improperly recording and accounting for allegedly backdated stock options, producing and disseminating disclosures that improperly recorded and accounted for the allegedly backdated options, engaging in acts of corporate waste, and committing violations of insider trading laws. They alleged that certain of the individual defendants were unjustly enriched and seek to require them to disgorge their profits.

On August 15, 2006, a federal ERISA class action alleging stock options backdating at the Company and miscellaneous violations of ERISA fiduciary duties with respect to CSC’s 401(k) plan was filed in the U.S. District Court in the Eastern District of New York entitled Quan, et al. v. CSC, et al., CV 06-3927.  On September 21, 2006, a related ERISA class action was filed in the same court entitled Gray, et al. v. CSC, et al., CV 06-5100.  The complaints named as defendants the Company, the Company’s Retirement and Employee Benefits Plans Committee and various directors and officers.  The ERISA actions were consolidated and, on February 28, 2007, plaintiffs filed an amended ERISA class action complaint.  On January 8, 2008, the District Court granted a motion to transfer the consolidated cases to the United States District Court in Los Angeles, California, where the cases were consolidated before the District Court judge in Case No. CV 08-2398-SJO.  Class certification was granted on December 29, 2008.  Defendants and plaintiffs each filed motions for summary judgment on May 4, 2009, and supplemental briefs thereafter.  On July 13, 2009, the District Court entered an Order granting summary judgment in favor of the Company and the other defendants.  On September 30, 2010, the Ninth Circuit Court of Appeals (the “Ninth Circuit”) affirmed the decision of the District Court in favor of the Company and the other defendants.

22

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

On October 21, 2010, plaintiffs petitioned the Ninth Circuit to rehear en banc the September 30, 2010 decision.  Rehearing was denied by the Ninth Circuit on December 2, 2010.  On January 26, 2011, an order terminating the case was issued by the District Court.

On May 29, 2009, a class action lawsuit entitled Shirley Morefield vs. Computer Sciences Corporation, et al., Case # A-09-591338-C, was brought in state court in Clark County, Nevada, against the Company and certain current and former officers and directors asserting claims for declarative and injunctive relief related to stock option backdating.  The alleged factual basis for the claims is the same as that which was alleged in a prior derivative case, In re CSC Shareholder Derivative Litigation, CV 06-5288, filed in U.S. District Court in Los Angeles, which was dismissed on August 9, 2007, by such court.  This dismissal was affirmed on ap peal by the Ninth Circuit, which judgment is final. The defendants in the Morefield case deny the allegations in the complaint.  On June 30, 2009, the Company removed the case to the United States District Court for the District of Nevada, Case No. 2:09-cv-1176-KJD-GWF.  On motion made by the plaintiffs, the District Court remanded the case to state court on February 18, 2010.  Defendants filed a motion to dismiss on April 30, 2010, and plaintiffs filed their opposition on June 14, 2010.  A hearing took place on August 18, 2010.  A decision is pending.  It is not possible to make a reliable estimate of the amount or range of loss, if any, that could result from this matter at this time.

On September 24, 2007, a stockholder made a demand to the Board of Directors to cause the Company to pursue claims against certain individuals, including current and former officers and directors of CSC, with respect to alleged stock option backdating.  Action on this demand was deferred until the decision of the Ninth Circuit in the federal derivative case referred to above became final.  On March 2, 2009, the stockholder made a renewed demand to the Board.  On May 20, 2009, the Board formed a special committee comprised solely of independent directors not named in the stockholder demand to investigate and review the demand and recommend to the Board how to respond thereto.  On February 8, 2010, the special committee recommended that the Board decline to pursue the claims asserted in the stockholder dem and, and the Board adopted that recommendation. The stockholder has been notified of the Board’s decision.

On January 28, 2011, the Company was notified by the SEC that the SEC has commenced a formal civil investigation relating to previously disclosed accounting adjustments in the MSS segment, primarily in Europe’s Nordic region.  The Company is cooperating with the Commission’s investigation.

In addition to the matters noted above, the Company is currently a party to a number of matters which involve or may involve litigation.  The Company consults with legal counsel and seeks input from other experts and advisors with respect to such matters in the ordinary course of business.  Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company's business, financial condition, results of operation, or cash flows will depend on a number of variables, including, among other things,  the timing and amount of such losses or damages (if any) and the structure and type of any such remedies.  For these reasons, it is not possible to make accurate estimates of the amount or range of loss that could result from these other matters at this t ime.  Company management does not, however, presently expect any of such other matters to have a material impact on the consolidated financial statements of the Company.

Note 14 – Subsequent Event

On February 4, 2011, the U.K.'s National Health Service (NHS) formally notified the Company that it believes the Company's failure to achieve a key milestone related to the Pennine Care NHS Foundation Trust implementation by January 28, 2011, constitutes a breach of contract and the NHS is considering its position on termination of all or parts of the contract; however, the NHS has clarified that its notice was not intended to suggest that termination is the only option which it is considering and, in fact, the NHS is considering the full range of options it believes are available to the NHS.  The Company has disputed the alleged breach and both parties are continuing to work toward completion of the Pennine implementation.  Both the NHS and the Company have indicated their intent to continue discussions regarding modifications to the con tract with the agreed mutual intent to reach agreement as soon as practicable on terms satisfactory to both parties.

23

PART I, ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Third Quarter and First Nine Months of Fiscal 2011 versus

Third Quarter and First Nine Months of Fiscal 2010

All statements and assumptions in this quarterly report on Form 10-Q and in the documents attached or incorporated by reference that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  These statements represent current expectations and beliefs of CSC, and no assurance can be given that the results described in such statements will be achieved.

Forward-looking information contained in these statements include, among other things, statements with respect to the Company's financial condition, results of operations, cash flows, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, plans and objectives of management, and other matters. Such statements are subject to numerous assumptions, risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results described in such statements.  These forward-looking statements should be read in conjunction with our Annual Report on Form 10-K.  The reader should specifically consider the various risks discussed in the Risk Factors section of our Annual Report on Form 10-K.

Forward-looking statements in this quarterly report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached or incorporated by reference speak only as to the date of those documents.  The Company does 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 hereof or to reflect the occurrence of unanticipated events, except as required by law.

General

The following discussion and analysis provides information management believes relevant to an assessment and understanding of the consolidated results of operations and financial condition of CSC.  The discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended April 2, 2010.  The following discussion relates to the Company's financial condition and results of operations as of and for the quarter and nine months ended December 31, 2010, and the comparable periods of the prior fiscal year.

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Third Quarter Overview

Key operating results for the third quarter include:

·   Third quarter revenues were up 1.4% to $4.0 billion and nine month revenues were up 0.3% to $11.9 billion compared to the prior year. On a constant currency basis(1), revenues were up 2.1% for the quarter and up 0.9% for the first nine months.

·   Income before taxes for the quarter decreased 20.6% to $231 million versus the fiscal 2010 third quarter and decreased 2.0% to $721 million versus the fiscal 2010 first nine months.

·   Operating income(2) for the quarter decreased 21.0% to $298 million versus the fiscal 2010 third quarter, and operating income margins decreased to 7.44% from 9.54% for the fiscal 2010 third quarter. For the first nine months, operating income decreased 9.7% to $887 million, and operating income margins decreased to 7.44% from 8.26%.

·   Net income attributable to CSC common shareholders for the third quarter was $242 million, an increase of 14.7%, or $31 million, as compared to the prior year.

·   Diluted earnings per share were $1.54 for the fiscal 2011 third quarter, an increase from $1.36 for the prior period.

·   Business awards(3) of $2.3 billion were announced for the third quarter 2011, compared to $6.8 billion in the prior fiscal year period. For the third quarter of fiscal 2011, NPS was awarded $0.5 billion, MSS was awarded $1.0 billion, and BSS was awarded $0.8 billion.  Total backlog(3) at the end of third quarter of fiscal 2011 was $37.4 billion, a decrease of $4.9 billion as compared to the backlog at the end of the third quarter of fiscal 2010 of $42.3 billion. Of the total $37.4 billion backlog, $3.1 billion is expected to be realized as revenue in the remainder of fiscal 2011.  Of the total backlog, $13.7 billion is not yet funded.

·   Days Sale Outstanding (DSO)(4) of 85 days compared to 88 days at the end of the third quarter of the prior fiscal year.

·   Debt-to-total capitalization ratio(5) at December 31, 2010 was 28.0% compared to 36.5% at fiscal year-end 2010.

·   Return on Investment (ROI)(6) for the four quarters ended December 31, 2010, was 9.6%, down from11.1% for the comparable prior period.

·   Cash provided by operatingactivities was $804 million for the nine months of fiscal 2011, compared to $407 million for the nine months of fiscal 2010.

·   Cash used in investing activities was $735 million for the nine months of fiscal 2011, compared to $514 million for the nine months of fiscal year 2010.

·   Cash used in financing activities was $1,263 million for the nine months of fiscal 2011, compared to cash provided of $114 million for the nine months of fiscal year 2010.

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·   Free cash flow(7) for the nine months of fiscal 2011 was $110 million inflow as compared to $140 million outflow for the nine months of fiscal 2010,an increase of $250 million.

                                                                                                                               
60;                         

(1)   Selected references are made on a “constant currency basis” so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates, thereby providing comparisons of operating performance from period to period.  Financial results on a “constant currency basis” are calculated by translating current period activity into U.S. dollars using the comparable prior period’s currency conversion rates.  This approach is used for all results where the functional currency is not the U.S. dollar.

(2)   Operating income is a non-GAAP measure used by management to assess performance at the segments and on a consolidated basis.  The Company's definition of such measure may differ from other companies. We define operating income as revenue less costs of services, depreciation and amortization expenses, and segment G&A expense, excluding corporate G&A. Management compensates for the limitations of this non-GAAP measure by also reviewing income before taxes, which includes costs excluded from the operating income definition such as corporate G&A, interest and other income. A reconciliation of consolidated operating income to income before taxes is as follows:

	Quarter Ended
(Amounts in millions)	December 31, 2010			January 1, 2010
Operating income	$	298		$	377
Corporate G&A		(34	)		(48	)
Interest expense		(43	)		(50	)
Interest income		8			6
Other income, net		2			6
Income before taxes	$	231		$	291

	Nine Months Ended
(Amounts in millions)	December 31, 2010			January 1, 2010
Operating income	$	887		$	982
Corporate G&A		(105	)		(123	)
Interest expense		(126	)		(158	)
Interest income		25			20
Other income, net		40			15
Income before taxes	$	721		$	736

(3)   For NPS, announced award values for competitive indefinite delivery and indefinite quantity (IDIQ) awards represent the expected contract value at the time a task order is awarded under the contract. Announced values for non-competitive IDIQ awards represent management’s estimate at the award date. Business awards for MSS are estimated at the time of contract signing based on then existing projections of service volumes and currency exchange rates, and include option years. BSS award values are based on firm commitments.

Backlog represents total estimated contract value of predominantly long-term contracts, based on customer commitments that the Company believes to be firm. Backlog value is based on contract commitments, management’s judgment and assumptions about volume of services, availability of customer funding and other factors. Backlog estimates for government contracts include both the funded and unfunded portions, and all of the option periods. Value of competitive IDIQ awards is included in computation of backlog only when a task order is awarded. Value of non-competitive IDIQ awards included in computation of backlog represents management’s estimate at the award date.  Backlog estimates are subject to change and may be affected by factors including modifications of contracts and foreign currency movements.

(4)   DSO for the quarter is calculated as total receivables at quarter-end divided by revenue-per-day.  Revenue-per-day equals total quarterly revenues divided by the number of days in the quarter. Total receivables includes unbilled receivables but excludes tax receivables.

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(5)   Debt-to-total capitalization ratio is defined as total current and long-term debt divided by total debt and equity, including noncontrolling interest.

(6)   ROI is calculated by multiplying profit margin by the investment base turnover.  The profit margin used is a) the last four quarters’ adjusted net income available to CSC common shareholders (net income available to CSC common shareholders adjusted to exclude interest expense and special items, net of their corresponding tax effects), divided by b) the last four quarters’ revenues.  The tax effect is calculated by multiplying CSC’s last four quarters’ interest expense and special items by the corresponding effective tax rate. Investment base turnover equals the last four quarters’ revenues divided by average debt and equity during the last four quarters.  It should be noted that the adjusted net income figure available to CSC common shareholders is not identical to net income availa ble to CSC common shareholders as determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and is therefore reconciled to the GAAP measure in the table below.  The Company’s calculation of ROI may not be comparable with other companies’ measures using the same or similar terms.  Management compensates for any limitations of this non-GAAP measure by reviewing a number of metrics, including GAAP measures such as EPS, operating and investing cash flows, and the debt-to-total capitalization ratio.

Adjusted Net Income Reconciliation	Twelve Months Ended
(Amounts in millions)	December 31, 2010			January 1, 2010
Adjusted Net Income	$	1,009		$	1,143
Less:
Interest expense		221			227
Special items		-			-
Tax effect of Interest Expense and Special Items		(38	)		(24	)
Net income attributable to CSC	$	826		$	940

(7)   Free cash flow is a non-GAAP measure and the Company's definition of such measure may differ from other companies. We define free cash flow as equal to the sum of (1) operating cash flows, (2) investing cash flows, excluding business acquisitions, dispositions and purchase or sale of available for sale securities, and (3) payments on capital leases and other long-term asset financings.

However, CSC’s free cash flow measure does not distinguish operating cash flows from investing cash flows as they are required to be presented in accordance with GAAP, and should not be considered a substitute for operating and investing cash flows as determined in accordance with GAAP.  Free cash flow is one of the factors CSC management uses in reviewing the overall performance of the business.  Management compensates for the limitations of this non-GAAP measure by also reviewing the GAAP measures of operating, investing and financing cash flows as well as debt levels measured by the debt-to-total capitalization ratio.

The following is a reconciliation of free cash flow to the most directly comparable GAAP financial measure:

	Nine Months Ended
(Amount in millions)	December 31, 2010			January 1, 2010
Free cash flow	$	110		$	(140	)
Net cash used in investing activities		735			514
Acquisitions, net of cash acquired		(158	)		(5	)
Business dispositions		54			14
Payments on capital leases and other long-term asset financings		63			24
Net cash provided by operating activities	$	804		$	407
Net cash used in investing activities	$	(735	)	$	(514	)
Net cash (used in) provided by financing activities	$	(1,263	)	$	114

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Reportable Segments

CSC provides information technology and business process outsourcing, consulting and systems integration services and other professional services to its customers.  The Company targets the delivery of these services within three broad service lines or sectors:  North American Public Sector (NPS), Managed Services Sector (MSS), and Business Solutions and Services (BSS).

The Company’s reportable segments for fiscal 2011 and 2010 are as follows:

·   North American Public Sector– The NPS segment operates principally within a regulated environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. federal agencies.

·   Managed Services Sector – The MSS segment provides large-scale infrastructure and application outsourcing solutions offerings as well as midsize services delivery to customers globally.

·   Business Solutions & Services – The BSS segment provides industry specific consulting and systems integration services, business process outsourcing, and intellectual property (IP) based software solutions.

Results of Operations

Revenues

	Quarter Ended
(Dollars in millions)	December 31, 2010			January 1, 2010			Change		Percent
NPS	$	1,482		$	1,477		$	5		0.3	%
MSS		1,653			1,618			35		2.2
BSS		899			887			12		1.4
Corporate		5			4			1
Subtotal		4,039			3,986			53		1.3
Eliminations		(31	)		(33	)		2
Total Revenue	$	4,008		$	3,953		$	55		1.4

	Nine Months Ended
(Dollars in millions)	December 31, 2010			January 1, 2010			Change			Percent
NPS	$	4,583		$	4,617		$	(34	)		(0.7	)%
MSS		4,832			4,761			71			1.5
BSS		2,589			2,589			-			-
Corporate		12			13			(1	)
Subtotal		12,016			11,980			36			0.3
Eliminations		(91	)		(88	)		(3	)
Total Revenue	$	11,925		$	11,892		$	33			0.3

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The factors affecting the percent change in revenues for the third quarter and nine months ended December 31, 2010, are as follows:

	Quarter Ended
	Acquisitions			Approximate Impact of Currency Fluctuations			Net Internal Growth			Total
NPS		0.3	%		-			-			0.3	%
MSS		-			(1.0	)%		3.2	%		2.2
BSS		0.3			(1.4	)		2.5			1.4
Cumulative Net Percentage		0.2			(0.7	)		1.9			1.4

	Nine Months Ended
	Acquisitions			Approximate Impact of Currency Fluctuations			Net Internal Growth			Total
NPS		0.1	%		-			(0.8	)%		(0.7	)%
MSS		-			(1.0	)%		2.5			1.5
BSS		0.9			(1.2	)		0.3			-
Cumulative Net Percentage		0.2			(0.6	)		0.7			0.3

North American Public Sector

The Company's North American Public Sector revenues were generated from the following sources:

	Quarter Ended
(Dollars in millions)	December 31, 2010		January 1, 2010		Change			Percent
Department of Defense	$	1,141	$	1,074		67			6.2	%
Civil Agencies		301		353		(52	)		(14.7	)
Other(1)		40		50		(10	)		(20.0	)
Total North American Public Sector	$	1,482	$	1,477	$	5			0.3

	Nine Months Ended
(Dollars in millions)	December 31, 2010		January 1, 2010		Change			Percent
Department of Defense	$	3,424	$	3,405		19			0.6	%
Civil Agencies		1,007		1,062		(55	)		(5.2	)
Other(1)		152		150		2			1.3
Total North American Public Sector	$	4,583	$	4,617	$	(34	)		(0.7	)

(1)   Other revenues consist of state, local and select foreign government as well as commercial contracts performed by the North American Public Sector reporting segment.

29

NPS revenue increased $5 million, or 0.3%, for the fiscal 2011 third quarter as compared to the same period in the prior year, and decreased $34 million, or 0.7%, for the nine months. Excluding a small acquisition made in the second quarter of fiscal 2011, third quarter revenue was flat year over year. Increases in Department of Defense (DOD) revenue were offset by declines in Civil Agencies and Other NPS revenue. The Defense growth was primarily due to contracts with the Department of Homeland Security and a classified agency, and additional work on a contract with the U.S. Navy.  The growth from these contracts offset declines from two U.S. Army contracts on which the tasking is coming to completion. The decline in the Civil Agencies revenue was driven by reduced tasking on contracts with the EPA, NASA, the Department of Transportation and the Census Bureau. Other revenue declined due to a reduction in revenue recognized on certain state Medicaid projects.

Multiple factors contributed to the decline in revenue for the nine months.  Within DOD, higher revenue for the nine months on several programs exceeded the adverse effects from reduced activity on two U.S. Army contracts on which tasking is coming to completion and from a second quarter fiscal 2010 $65 million claim settlement that increased prior year revenue but did not repeat in fiscal 2011. Higher other DOD revenue was primarily driven by increased tasking on two U.S. Navy contracts and new work for a classified agency the total of which contributed approximately $100 million of additional revenue.  However, Civil declines drove the overall NPS total down for the year, and came primarily from contracts with the Department of Health and Human Services, the Department of Transportation and the EPA that either ended or experie nced a reduction in customer spending. These declines were partly offset by higher year over year revenue on the US Census contract.

NPS won $0.5 billion of new awards during the third quarter ($4.6 billion for the nine months), compared to $0.8 billion and $5.7 billion in the prior year third quarter and first nine months, respectively. Overall, revenue growth and contract awards continued to be impacted by a slowdown in the U.S. federal procurement environment, driven primarily by delayed contract awards and a higher rate of award protests.

Managed Services Sector

MSS revenue increased $35 million, or 2.2%, for the fiscal 2011 third quarter as compared to the same period in the prior year, and increased $71 million, or 1.5%, for the nine months. In constant currency, revenue increased 3.2% for the quarter and 2.5% for the nine months, with adverse currency effects in Europe partially offset by currency benefits in Australia. The overall MSS growth was primarily from a combination of new client engagements won in fiscal 2010 and 2011 which generated approximately $152 million and $437 million revenue during fiscal 2011 third quarter and nine months, respectively, as well as growth on existing accounts. The increases were partially offset by contract conclusions and terminations of $88 million for the quarter and $243 million for the nine months, plus volume or scope reductions of $68 million for the quarter a nd $157 million for the nine months.

A new $2.9 billion ten-year contract with a major financial institution commenced in late fiscal 2010 and, combined with increased scope on existing engagements for the same client, contributed $104 million and $270 million of the third quarter and nine month growth, respectively.  A new contract with the UK government commenced in the first half of fiscal 2010 and contributed $44 million of the nine month growth.

During the third quarter of fiscal 2011, MSS had contract awards of $1.0 billion, compared to $5.2 billion in the comparable prior fiscal period, and $3.0 billion for the nine months versus $6.6 billion in the prior year. Third quarter awards included new contracts and successful recompetes.

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Business Solutions and Services

BSS revenue increased $12 million, or 1.4%, for the fiscal 2011 third quarter as compared to the same period in the prior year, and was flat for the nine months. In constant currency, revenue increased 2.8% for the quarter and 1.2% for the nine months, with adverse currency effects in Europe partially offset by currency benefits in Australia.

Third quarter revenue growth was primarily from increases in the BSS consulting business in financial services, which contributed an incremental $18 million in fiscal 2011 revenue. The financial services group benefited from increased business process outsourcing services as well as from higher software and project-related services. Other consulting businesses grew in the Americas and in Europe’s western region, primarily France, but declines throughout the rest of Europe offset the growth, including lower revenue on the U.K.’s National Health Service (“NHS”) contract due to timing between quarters of milestone deliverables. Growth in BSS’ Australian staffing business and Asia’s hardware resale business contributed an additional $12 million of year over year revenue. Healthcare-related consulting business in the Americas region was down $5 million, primarily from the completion of a major contract with a large insurance company. In addition, the business continued to experience delays as the US industry grapples with the uncertainty of healthcare reform. A small acquisition at the end of fiscal 2011’s third quarter is expected to extend the Company’s presence in the Life Sciences market sector providing end-to-end business solutions for electronic regulatory submissions.

For the nine months, year over year revenue contributions of $26 million from small acquisitions in the second quarters of fiscal 2010 and 2011 were more than offset by the fiscal 2010 divestiture of a small Hong Kong value-added reseller business, which provided $74 million of revenue in fiscal 2010 versus none in the current year. Excluding the impacts of currency and the acquisitions and divestiture, BSS’ revenue rose approximately $78 million and 3.0% in the first nine months of fiscal 2011.

The primary drivers for the $78 million change were increases in the BSS consulting business in financial services and on NHS. Financial services growth of $59 million for the nine months was a result of higher business process outsourcing services revenue as well as increased software and project related services. Growth on the NHS program contributed approximately $18 million for the nine months. Other consulting business saw pockets of improvement, particularly in Europe’s western region, primarily France. Healthcare-related consulting business in the Americas region declined $27 million for the first nine months as a result of a contract conclusion and the continued uncertainty in the U.S. marketplace.

Revenue growth in BSS continued to come from a combination of new customers and incremental project work at existing customers. During the third quarter of fiscal 2011, BSS had contract awards of $0.8 billion, compared to $0.8 billion in the comparable prior year fiscal period, and $2.4 billion for the nine months versus $2.6 billion in the prior year. Collaboration between CSC’s BSS and MSS segments generated several successful wins in the quarter.

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The Company’s contract with the NHS to deliver an integrated electronic patient records system with an announced value of approximately $5.4 billion is a large and complex contract. In 2010, the NHS requested that the Company consider a reduction in contract value as a result of the U.K. government’s national austerity program and, as a result, the Company held discussions with the customer on the NHS contract regarding potential modifications that are likely to reduce the scope of the work and total contract value. Total contract value, based on proposals submitted to the NHS, is currently estimated to be reduced between $800 to $950 million. The Company and the NHS are continuing in discussions; however, the parties have not reached final agreement as to any red uction in scope of the work or total contract value. On February 4, 2011, the NHS formally notified the Company that it believes the Company's failure to achieve a key milestone related to the Pennine Care NHS Foundation Trust implementation by January 28, 2011, constitutes a breach of contract and the NHS is considering its position on termination of all or parts of the contract; however, the NHS has clarified that its notice was not intended to suggest that termination is the only option which it is considering and, in fact, the NHS is considering the full range of options it believes are avaialble to the NHS.  The Company has disputed the alleged breach and both parties are continuing to work toward completion of the Pennine implementation.  Both the NHS and the Company have indicated their intent to continue discussions regarding modifications to the contract with the agreed mutual intent to reach agreement as soon as practicable on terms satisfactory to both parties.  These modifications, if agreed, could result in a further reduction to total contract value in addition to the reduction described above.  The contract is currently profitable and the Company expects to recover its investment.  Future events, including the results of the current negotiations between the parties, could result in a charge to reduce the contract profitability recognized to date, reduced future profitability and have an adverse impact on the Company's cash flows.  See further discussion in Note 14 - Subsequent Event in the Notes to Consolidated Condensed Financial Statements as well as in the Liquidity and Capital Resources section of this MD&A.

Costs and Expenses

The Company's costs and expenses were as follows:

	Quarter Ended
	Amount						Percentage of Revenue						Percentage Point Change
(Dollars in millions)	December 31, 2010			January 1, 2010			December 31, 2010			January 1, 2010
Cost of services (excludes depreciation and amortization)	$	3,232		$	3,105			80.6	%		78.5	%		2.1	%
Selling, general and administrative		243			239			6.1			6.0			0.1
Depreciation and amortization		269			280			6.7			7.1			(0.4	)
Interest expense, net		35			44			0.9			1.1			(0.2	)
Other income, net		(2	)		(6	)		(0.1	)		(0.2	)		0.1
Total	$	3,777		$	3,662			94.2	%		92.5	%		1.7	%

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	Nine Months Ended
	Amount						Percentage of Revenue						Percentage Point Change
(Dollars in millions)	December 31, 2010			January 1, 2010			December 31, 2010			January 1, 2010
Cost of services (excludes depreciation and amortization)	$	9,611		$	9,476			80.6	%		79.7	%		0.9	%
Selling, general and administrative		734			732			6.2			6.1			0.1
Depreciation and amortization		798			825			6.7			6.9			(0.2	)
Interest expense, net		101			138			0.8			1.2			(0.4	)
Other income, net		(40	)		(15	)		(0.3	)		(0.1	)		(0.2	)
Total	$	11,204		$	11,156			94.0	%		93.8	%		0.2	%

MSS Out of Period Adjustments

The Company’s MSS segment incurred various nonrecurring adjustments, primarily in Europe’s Nordic region, netting to approximately $18 million of pre-tax charges in the third quarter and $58 million through the first nine months of fiscal 2011 that should have been recorded in prior years.  The net adjustments, combined with offsetting associated income tax effects, as well as certain unrelated out of period income tax benefits further discussed in Note 8, were immaterial to both prior year and expected current year consolidated results and financial position.

The charges resulted from accounting irregularities in the Nordic region and to a lesser extent, from accounting errors and misapplication of U.S. GAAP in the Nordic region and other parts of MSS.  These errors affected principally revenue, prepaid accounts, outsourcing contract costs, and other long-term liabilities.  In the aggregate, the Nordic region charges totaled $23 million in the third quarter and $81 million for the first nine months of fiscal 2011 and were partially offset by net credit adjustments related to MSS operations outside of the Nordic region totaling $5 million in the third quarter and $23 million in the first nine months of fiscal 2011.  The Company attributes a majority of the Nordic region adjustments for the first nine months o f fiscal 2011 to suspected intentional misconduct of certain former employees in our Danish subsidiaries.  The Company is continuing to review these matters and has initiated a forensic investigation.  In addition, a formal civil investigation is being conducted by the SEC, with which the Company is cooperating. (See Part I, Item 4)

Costs of Services

Costs of services (COS) as a percentage of revenue increased 2.1 percentage points for the third quarter and 0.9 percentage points for the first nine months of fiscal 2011 to 80.6% and 80.6%, respectively. Higher cost ratios at MSS and NPS drove the third quarter change, while the nine month change was a result of a higher MSS ratio partially offset by improvements at BSS and NPS.

MSS’ COS ratio for the third quarter and first nine months was adversely impacted by the out of period adjustments noted above. Additionally in the Nordic region, operational issues including excess staffing capacity, performance issues and lower revenue also increased the COS ratio for the third quarter and nine months. The Company is addressing the operational issues as well as the factors that led to the out of period adjustments. The MSS third quarter COS ratio was further adversely impacted by higher start-up and transition expenses on several contracts.

Cost control measures taken in fiscal 2010 and continuing in fiscal 2011 partially offset the MSS issues noted above and drove ratio improvements in BSS for the quarter and nine months. BSS measures included salary and headcount reductions, facilities reductions in space and cost, as well as reduction in other discretionary spending including travel costs. MSS cost control measures included a workforce realignment comprising reductions and shifting to low cost regions as well as ongoing focus on containing discretionary spending and adjustments to incentive compensation.

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A higher year over year NPS COS ratio for the third quarter primarily resulted from a favorable EAC adjustment in the prior year that did not repeat in fiscal 2011’s third quarter. The fiscal 2010 adjustment of $23 million was on a majority-owned contract, and so a portion of the benefit was offset by an increased noncontrolling interest adjustment to record the minority partner’s share of earnings. Similar favorable EAC adjustments were recorded in fiscal 2011’s first and second quarter, resulting in a net favorable COS ratio comparison for the nine months of fiscal 2011 versus the prior year.

An adverse impact to both the NPS and MSS COS ratios for the year-over-year nine month comparison was a fiscal 2010 first quarter pension-related benefit that did not repeat in fiscal 2011. CSC recorded a $13 million reversal of a prior service credit resulting from the Company’s decision to freeze future benefits relating to salary and service for most participants in the U.S.-based Computer Sciences Corporation Employee Pension Plan. Approximately $7 million of the curtailment credit was in NPS and $6 million in MSS.

Selling, General and Administrative

Selling, general and administrative (SG&A) expense as a percentage of revenue increased 0.1 percentage point for both the third quarter and the first nine months of fiscal 2011 as compared to the prior year. Lower overall Corporate G&A expenses in fiscal 2011’s third quarter and first nine months benefited the consolidated SG&A ratio, but were offset by higher ratios in MSS and BSS in the third quarter and a higher BSS ratio for the nine months.

MSS’ higher SG&A ratio in the third quarter primarily resulted from increased spending on bid and proposal projects as well as on increased pre-sales and market development activities in the MSS global applications market. The higher third quarter ratio offset improvements in prior quarters that resulted from ongoing cost control actions at MSS, including workforce realignments and discretionary spending. MSS continues to realign both its direct and indirect workforce, benefiting both SG&A and COS ratios, and now has low cost centers in over a dozen locations worldwide.

Ongoing cost control actions in BSS were more than offset by other drivers that pushed the BSS ratio higher for the third quarter and first nine months of fiscal 2011.  The drivers primarily related to higher fiscal 2011 costs resulting from two recent acquisitions, bonus and pension accruals as well as increased spending in support of the Company’s vertical strategy.

Depreciation and Amortization

Depreciation and amortization (D&A) as a percentage of revenue decreased by 0.4 percentage points for the third quarter and decreased 0.2 percentage points for the first nine months of fiscal 2011. Lower D&A expense across the Company, particularly at MSS and BSS, drove the improvements for the quarter and nine months. The Company’s ongoing program to reduce capital spending positively impacted the total dollar spend as well as the ratios. In particular, lower fiscal 2010 capital expenditures were the primary driver of the improvements. In addition, contract conclusions and terminations at MSS in fiscal 2011 resulted in the sale of assets back to customers, thus reducing ongoing deprecation. Partially offsetting the drivers toward lower D&A ratios were asset acquisitions and associated contract costs in fiscal 2011 for new contrac ts.

Interest Expense, Net

Interest expense, net of interest income, declined $9 million in the fiscal 2011 third quarter as compared to the same period in the prior year, and declined $37 million for the nine months. The decline is a combination of lower interest expense and higher interest income during both the third quarter and first nine months of fiscal 2011.

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The lower interest expense is primarily a result of a lower level of debt during the third quarter and the nine months of fiscal 2011 when compared to comparable periods of fiscal 2010, primarily due to repayment of the 7.375% $500 million term notes in the fourth quarter of fiscal 2010, and repayment of the $1.5 billion credit facility in the third quarter of fiscal 2011. Partially offsetting the lower interest expense on the term notes and the credit facility was higher interest expense due to increased borrowing on account of capital leases and other long-term asset financing during the third quarter and first nine months of fiscal 2011, as compared to the prior year.

Interest income is higher primarily as a result of increases in the non-US cash and cash equivalents balances at December 31, 2010 versus January 1, 2010.

Other Income, Net

Other income decreased $4 million for the third quarter of fiscal 2011 as compared to the same period in the prior year, and increased $25 million for the nine months.  The decrease in the third quarter is primarily due to the impact of changes in foreign currency exchange rates on the Company’s foreign currency denominated assets and liabilities and related hedges.  The increase in the nine months of fiscal 2011 was primarily a result of gains from sale of a set of sub-contracts within the NPS of $26 million, and sale of certain non-controlling interests in other businesses of $6 million, offset by reduced equity in earnings of unconsolidated affiliates and impact of foreign currency exchange rates.

Taxes

The effective tax rate for the fiscal 2011 third quarter and nine months was (5.2%) and 19.0%, respectively, as compared to 25.8% and 22.6% for the equivalent prior year periods.  The decrease in the effective tax rate for the third quarter and nine months ended December 31, 2010 was primarily due to income tax benefits recognized  related to research and development (“R&D”) credits of 27.9% and 9.0%, respectively.  The R&D credit benefits were primarily composed of new credits resulting from the passage of tax legislation, which extended the credits, and tentative agreements related to the current IRS exam cycle.  In addition, the Company generated greater US foreign tax credits in the current fiscal year than in the prior fiscal year, which provided a benefit to the effective tax rate fo r the third quarter and nine months ended December 31, 2010 of 7.5% and 2.4%, respectively.  Additionally, the year-to-date rate benefited from the recognition of out of period adjustments of approximately $22 million of which $8 million was recorded in the third quarter of fiscal year 2011.

As of December 31, 2010, in accordance with ASC 740-10 (FASB Interpretation No. 48), the Company’s liability for uncertain tax positions was $452 million, which is included in non current liabilities on the Company’s balance sheet, including interest of $83 million and penalties of $28 million.

The liability for uncertain tax positions decreased by approximately $34 million during the current nine month period primarily due to tentative agreements with tax authorities during the current IRS exam cycle related to prior year R&D credits.  This amount is included in the income tax benefits for R&D credits referenced above.  There were no material changes to accrued interest and penalties as of the third quarter of fiscal 2011, as compared to the end of fiscal 2010.

Interest expense on existing uncertain tax positions, included in the tax provision is expected to continue to accrue at approximately $2 million quarterly (net of tax benefit), before the effect of compounding or changes in interest rates, until payments are made or the underlying uncertain tax positions are resolved in the Company’s favor.  The Company is unable to predict when these events may occur.

Earnings per Share

Earnings per share on a diluted basis increased $0.18 and $0.02 for the third quarter and nine months in fiscal 2011 as compared to fiscal 2010. The increase is primarily due to the increase in net income attributable to CSC common shareholders by 14.7% for the third quarter and 2.0% for the nine month period. The impact of increase in net income was partially offset by an increase in the weighted average common shares and common stock equivalents during both the third quarter and the nine month period due to the year-over-year appreciation in the Company’s stock price.

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Net income attributable to CSC common stockholders increased $31 million and $11 million, for the third quarter and nine months in fiscal 2011 as compared to fiscal 2010, primarily due to income tax benefits from reduction of uncertain tax liabilities related to R&D credits, and creation of greater US foreign tax credits in the current fiscal year than in the prior fiscal year.

Financial Condition

Cash Flows

The Company’s cash flows were as follows:

	Nine Months Ended
(Amounts in millions)	December 31, 2010			January 1, 2010
Net cash provided by operating activities	$	804		$	407
Net cash used in investing activities		(735	)		(514	)
Net cash (used in) provided by financing activities		(1,263	)		114
Effect of exchange rate changes on cash and cash equivalents		39			123
Net (decrease) increase in cash and cash equivalents		(1,155	)		130
Cash and cash equivalents at beginning of year		2,784			2,297
Cash and cash equivalents at quarter end	$	1,629		$	2,427

Net cash provided by operations for the nine months of fiscal 2011 was $397 million higher than for the comparable period of fiscal 2010. The increase was primarily driven by lower vendor and supplier payments due to timing, increased collections from customers, reduced interest payments due to early retirement of the 7.375% $500 million term notes in the fourth quarter fiscal 2010 and repayment of the $1.5 billion credit facility in third quarter of fiscal 2011, and lower cash taxes paid.

Net cash used in investing activities for the nine months of fiscal 2011 was $221 million higher than for the comparable period of fiscal 2010. The increase was driven by payments for four business acquisitions partially offset by proceeds received from a divestiture, higher purchases of equipment and software for new and existing outsourcing contracts, and increased corporate assets.

Net cash used for financing activities for the nine months of fiscal 2011 was $1,263 million, a $1,377 million increase over the $114 million provided by financing activities for the comparable period of fiscal 2010. This increase was primarily due to repayment of the $1.5 billion credit facility partially offset by increased borrowings against commercial paper.  In addition, there were higher repayments on the Company’s long term capital leases and other long-term asset financing obligations.  The Company also commenced paying dividends to CSC common stockholders during fiscal 2011.

Foreign currency exchange rate movements, primarily in the British pound and Euro, adversely impacted the year over year comparison of the change in cash and cash equivalents by $84 million for the first nine months of fiscal 2011.

Free cash flow for the first nine months of fiscal 2011 was an inflow of $110 million as compared to an outflow of $140 million in the prior comparable period, an increase of $250 million. The improved free cash flow was due to higher operating cash flows offset by higher purchases of property and equipment and repayment of capital leases and other long-term asset financing obligations, as noted above.

Contractual Obligations

The Company has contractual obligations in respect of its long-term debt, capital and operating leases, minimum purchase contracts, bank debt and other liabilities, as summarized in the “Off Balance Sheet Arrangements and Contractual Obligations” section of the Company’s Annual Report on Form 10-K for the year ended April 2, 2010.  In addition, the Company has liabilities related to unrecognized tax benefits; however, the Company cannot reasonably estimate the timing or the amount of cash out flows for future tax settlements.

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Liquidity and Capital Resources

The balance of cash and cash equivalents was $1.6 billion at December 31, 2010, and $2.8 billion at April 2, 2010. The decreased balance is primarily a result of financing cash outflows of $1,263 million, partially offset by operating cash inflows of $804 million and investing cash outflows of $735 million during the nine month period of fiscal 2011.

Equity during the nine month period of fiscal 2011 increased $714 million, primarily from net income attributable to CSC shareholders of $569 million and the increase in accumulated other comprehensive income (AOCI) of $161 million. Increase in AOCI was due to an increase in foreign currency translation adjustments of $83 million and a reduction in the unfunded pension adjustment primarily related to the curtailment of U.K. pension plans of $78 million. The total increase in equity was partially offset by dividends declared of $77 million.

At the end of the first nine months of fiscal 2011, CSC’s ratio of debt to total capitalization was 28.0%, down from 36.5% at the end of fiscal year 2010. The following table summarizes the Company’s debt to total capitalization ratios as of the end of the third quarter of fiscal 2011 and as of fiscal year end 2010.

	As of
Dollars in millions	December 31, 2010			April 2, 2010
Debt	$	2,814		$	3,744
Equity		7,222			6,508
Total capitalization	$	10,036		$	10,252
Debt to total capitalization		28.0	%		36.5	%

At December 31, 2010, the Company had $471 million of short-term borrowings, primarily comprised of $335 million of short-term commercial paper and $112 million of current maturities of long-term debt. In addition, the Company had $2,343 million of long-term debt.

The Company’s contract with the U.K.’s National Health Service (“NHS”) to deliver an integrated electronic patient records system with an announced value of approximately $5.4 billion is a large and complex contract and is included in the BSS segment.  As of December 31, 2010, the Company had a net investment in the contract of approximately $894 million, or 582 million pounds sterling.  Contract assets consist principally of contract work in progress and unbilled receivables but also equipment, software and other assets.  In 2010, the NHS requested that the Company consider a reduction in contract value as a result of the U.K. government’s national austerity program and, as a result, the Company held discussions with the customer on the NHS contract regarding potential modifications that are likely to reduce the scope of the work and total contract value.  Total contract value, based on proposals submitted to the NHS, is currently estimated to be reduced between $800 to $950 million, or 500 to 600 million pounds sterling.  The Company and the NHS are continuing in discussions; however, the parties have not reached final agreement as to any reduction in scope of the work or total contract value.

Implementation of the software release known as Lorenzo Release 1.9 at the fourth early adopter, Pennine Care NHS Foundation Trust, has been delayed and is now expected to occur in the first quarter of fiscal year 2012.  On February 4, 2011, the NHS formally notified the Company that it believes the Company’s failure to achieve a key milestone related to the Pennine implementation by January 28, 2011, constitutes a breach of contract and the NHS is considering its position on termination of all or parts of the contract; however, the NHS has clarified that its notice was not intended to suggest that termination is the only option which it is considering and, in fact, the NHS is considering the full range of options it believes are available to the NHS.  The Company has disputed the alleged breach and both parties are continuing to work toward completion of the Pennine implementation.  Both the NHS and the Company have indicated their intent to continue discussions regarding modifications to the contract with the agreed mutual intent to reach agreement as soon as practicable on terms satisfactory to both parties.  These modifications, if agreed, could result in a further reduction to total contract value in addition to the reduction described above.  The contract is currently profitable and the Company expects to recover its investment.  Future events, including the results of the current negotiations between the parties, could result in a charge to reduce the contract profitability recognized to date, reduced future profitability and have an adverse impact on the Company’s cash flows.

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As previously disclosed, the Company’s board of directors approved a new share repurchase program authorizing up to $1.0 billion in share repurchases of the Company’s outstanding common stock.  The Company plans to use available cash to repurchase stock on the open market in compliance with SEC Rule 10b-18.  The timing, volume, and nature of share repurchases will be at the discretion of management, and may be suspended or discontinued at any time.  The Company’s board has not established an end date for the new repurchase program.

Continued global economic uncertainty could also pose a risk to the Company’s business as customers and suppliers may be unable to obtain financing to meet payment or delivery obligations to the Company. In addition, customers may decide to downsize, defer or cancel contracts which could negatively affect revenue.  The Company continues to actively monitor the financial markets. Although the condition of the capital markets continues to be volatile, the Company believes it will continue to have access to the capital markets if the need arises. However, the volatility in the financial markets could directly affect the cost and terms of any future financing.

It is management's opinion that the Company will be able to meet its liquidity and cash needs for the foreseeable future through a combination of cash flows from operating activities, cash balances, and other financing activities, including unused borrowing capacity, the issuance of debt and/or equity securities, and/or the exercise of the put option with Equifax described in the Company's Form 10-K.

Recent Accounting Pronouncements and Critical Accounting Estimates

Recent accounting pronouncements and the anticipated impact to the Company are described in the notes to the interim consolidated condensed financial statements included in this Form 10-Q as well as in the Company's Annual Report on Form 10-K for the year ended April 2, 2010.

The Company has identified several critical accounting estimates which are described in "Management's Discussion and Analysis" of the Company’s Annual Report on Form 10-K for fiscal 2010.  An accounting estimate is considered critical if both: (a) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (b) the impact of changes in the estimates and assumptions would have a material effect on the consolidated financial statements.  The Company's critical accounting estimates relate to: revenue recognition and cost estimation on long-term, fixed-price contracts; revenue recognition on software license sales that require significant customization; capitalization of outsourcing contract costs and software development costs; assumptions related to purchase accounting a nd goodwill; assumptions to determine retirement benefits costs and liabilities; and assumptions and estimates used to analyze legal and tax contingencies.  Modifications to contract scope, schedule, and price may be required on development contracts accounted for on a percentage-of-completion basis and other contracts with the U.S. federal government.  Accounting for such changes prior to formal contract modification requires evaluation of the characteristics and circumstances of the effort completed and assessment of probability of recovery.  If recovery is deemed probable, the Company may, as appropriate, either defer the costs until the parties have agreed on the contract change or recognize the costs and related revenue as current period contract performance.  The Company routinely negotiates such contract modifications.  For all these estimates, we caution that future events may not develop as forecast, and the best estimates routinely require adjustmen t.

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PART I, ITEM 3.  QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company's market risk associated with interest rates and foreign currencies as of December 31, 2010, see "Quantitative and Qualitative Disclosures about Market Risk" in the Part II, Item 7A, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2010. For the nine months ended December 31, 2010, there has been no significant change in related market risk factors.

PART I, ITEM 4.  CONTROLS AND PROCEDURES

“Disclosure controls and procedures” are the controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in its Exchange Act reports is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

Under the direction of the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated its disclosure controls and procedures as of December 31, 2010. As previously reported in the second quarter, we identified deficiencies that aggregated to a material weakness in our internal control over financial reporting. These deficiencies are related to a lack of appropriate tone at the top of the MSS Nordic business unit combined with inadequate MSS segment monitoring controls over the financial position and results of operations, and a deterioration of the effectiveness of certain account reconciliations.

These deficiencies were identified in a review of the Company’s MSS business and reviews of the Company’s monitoring controls during the second and third quarters. The review of the MSS Nordic business revealed accounting irregularities and errors resulting in adjustments that should have been recorded in prior years (refer to Management’s Discussion and Analysis “MSS Out-of-Period Adjustments”). As a result of this material weakness in the operating effectiveness of our controls, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2010.

Changes in Internal Controls

“Internal controls over financial reporting” is a process designed by, or under the supervision of, the issuer’s principal executive and financial officers, and effected by the issuer’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1)   pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2)   provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorization of management and directors of the issuer; and

(3)   provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the consolidated financial statements.

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During the quarter ended October 1, 2010, we identified a material weakness in our internal control over financial reporting as mentioned above. The Company has developed a remediation plan and has initiated measures to address deficiencies associated with the material weakness. These measures include the replacement of certain managers and staff, strengthened controllership responsibilities, improved monitoring controls and oversight, and increased discipline associated with account reconciliations. During the second and third quarters, the Company has strengthened the financial organization through recruitment and replacement of personnel.  In addition to our ongoing Company-wide ethics and compliance programs, management has conducted focused training for MSS Nordic employees to emphasize the importance of adherence to CSC management p rinciples, code of conduct and ethical policies and business practices in the conduct of our business.

During the third quarter, the Company improved controls over key processes in the Nordic business affected by the out of period adjustments described in Note 1 of Notes to Consolidated Condensed Financial Statements.  The Company has initiated remediation of MSS oversight and monitoring controls, including account reconciliations, is continuing its review of the MSS Nordic business, and has initiated a forensic investigation.

On January 28, 2011, the Company was notified by the SEC that the SEC has commenced a formal civil investigation relating to the accounting adjustments identified by the Company during the quarter ended October 1, 2010, and disclosed in the Form 10-Q filed on November 10, 2010.  The Company is cooperating with the SEC’s investigation.

Part II.  Other Information

Item 1. Legal Proceedings

The information required by this Item is set forth in Note 13, Commitments & Contingencies of the notes to the unaudited consolidated condensed financial statements under the caption “Contingencies”, contained in Part I - Item 1 of this filing.  Such information is incorporated herein by reference and made a part hereof.

Item 1A.  Risk Factors

Past performance may not be a reliable indicator of future financial performance.  Future performance and historical trends may be adversely affected by the following factors, as well as other variables, and should not be relied upon to project future period results.

1.   Our business may be adversely impacted as a result of changes in demand, both globally and in individual market segments, for information technology outsourcing, business process outsourcing and consulting and systems integration services.

Economic and political uncertainty may adversely impact our customers’ demand for our services.  A general economic downturn, such as the current worldwide economic dislocation, has and may continue to adversely affect our customers’ demand for consulting and systems integration services.  Our NPS segment generated approximately 38% of our revenue for the first nine months of fiscal 2011.  While the pipeline for government projects continues to be generally less affected by economic downturns, the U.S. budget deficit, the cost of rebuilding infrastructure as a result of natural disasters, the cost of reconstruction in Iraq, the ongoing conflicts in Iraq and Afghanistan, and the financial industry liquidity crisis may reduce the U.S. federal government’s demand and available funds for information tech nology projects, adversely impacting our NPS segment and our business.

2.   Our ability to continue to develop and expand our service offerings to address emerging business demands and technological trends will impact our future growth.  If we are not successful in meeting these business challenges, our results of operations and cash flows will be materially and adversely affected.

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Our ability to implement solutions for our customers incorporating new developments and improvements in technology which translate into productivity improvements for our customers and to develop service offerings that meet the current and prospective customers’ needs are critical to our success.  The markets we serve are highly competitive.  Our competitors may develop solutions or services which make our offerings obsolete.  Our ability to develop and implement up to date solutions utilizing new technologies which meet evolving customer needs in consulting and systems integration and technology outsourcing markets will impact our future revenue growth and earnings.

3.   Our primary markets, technology outsourcing and consulting and systems integration, are highly competitive markets.  If we are unable to compete in these highly competitive markets, our results of operations will be materially and adversely affected.

Our competitors include large, technically competent and well capitalized companies.  As a result, the markets which we serve are highly competitive.  This competition may place downward pressure on operating margins in our industry, particularly for technology outsourcing contract extensions or renewals.  As a result, we may not be able to maintain our current operating margins for technology outsourcing contracts, extended or renewed in the future.

Any reductions in margins will require that we effectively manage our cost structure.  If we fail to effectively manage our cost structure during periods with declining margins, our results of operations will be adversely affected.

4.   Our ability to raise additional capital for future needs will impact our ability to compete in the markets we serve.

We may require additional capital to purchase assets, complete strategic acquisitions, or for general liquidity needs.  Declines in our credit rating or limits on our ability to sell additional shares may adversely affect our ability to raise additional capital at a reasonable cost and may adversely impact our revenue growth and the price of our stock.

5.   Our ability to consummate and integrate acquisitions may materially and adversely affect our profitability if we fail to achieve anticipated revenue improvements and cost reductions.

Our ability to successfully integrate the operations we acquire and leverage these operations to generate revenue and earnings growth will significantly impact future revenue and earnings as well as investor returns.  Integrating acquired operations is a significant challenge and there is no assurance that the Company will be able to manage the integrations successfully.  Failure to successfully integrate acquired operations may adversely affect our cost structure thereby reducing our margins and return on investment.

6.   We could suffer losses due to asset impairment charges.

We test our goodwill for impairment during the second quarter every year, and on an interim date should events or changes in circumstances indicate the carrying value of goodwill may not be recoverable in accordance with ASC 350 (SFAS No. 142, “Goodwill and Other Intangible Assets”). If the fair value of a reporting unit is revised downward due to declines in business performance or other factors, an impairment under ASC 350 could result and a non-cash charge could be required. This could materially affect our reported net earnings.

We also test certain deferred costs associated with contract acquisitions when the contract is materially underperforming or is expected to materially underperform in the future, as compared to the original bid model or budget.  If the projected cash flows of the particular contract are not adequate to recover the unamortized cost balance of the asset group, the balance is adjusted in the tested period based on the contract’s fair value.  These impairments could materially affect our reported net earnings.

7.   Our customers may experience financial difficulties or may request out-of-scope work, and we may not be able to collect our receivables, materially and adversely affecting our profitability.

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Over the course of a long-term contract, our customers’ financial fortunes may change affecting their ability to pay their obligations and our ability to collect our fees for services rendered.  Additionally, we may perform work for the federal government, for which we must file requests for equitable adjustment or claims with the proper agency to seek recovery in whole or in part for out-of-scope work directed or caused by the customers in support of their critical missions.  While we may resort to other methods to pursue our claims or collect our receivables, these methods are expensive and time consuming and success is not guaranteed.  Failure to collect our receivables or prevail on our claims would have an adverse affect on our profitability.

8.   If we are unable to accurately estimate the cost of services and the timeline for completion of contracts, the profitability of our contracts may be materially and adversely affected.

Our commercial and federal government contracts are typically awarded on a competitive basis.  Our bids are based upon, among other items, the cost to provide the services.  To generate an acceptable return on our investment in these contracts we must be able to accurately estimate our costs to provide the services required by the contract and to be able to complete the contracts in a timely manner.  If we fail to accurately estimate our costs or the time required to complete a contract, the profitability of our contracts may be materially and adversely affected.

9.   We are defendants in pending litigation which may have a material and adverse impact on our profitability.

As noted in Item 3, Legal Proceedings, we are currently party to a number of disputes which involve or may involve litigation.  We are not able to predict the ultimate outcome of these disputes or the actual impact of these matters on our profitability.  If we agree to settle these matters or judgments are secured against us, we may incur charges which may have a material and adverse impact on our liquidity and earnings.

We are engaged in providing services under contracts with the U.S. government.  These contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. government investigate whether our operations are being conducted in accordance with these requirements.  U.S. government investigations of us, whether related to the Company’s federal government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future U.S. government contracting.

10.   Our ability to provide our customers with competitive services is dependent on our ability to attract and retain qualified personnel.

Our ability to grow and provide our customers with competitive services is partially dependent on our ability to attract and retain highly motivated people with the skills to serve our customers.  As we noted above, the markets we serve are highly competitive and competition for skilled employees in the technology outsourcing and consulting and systems integration markets is intense for both on-shore and offshore locales.

In addition, services for some government clients require personnel with security clearances.  Qualified personnel with security clearances are in very high demand.

11.   Our international operations are exposed to risks, including fluctuations in exchange rates, which may be beyond our control.

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For fiscal 2010, approximately 37% of recognized revenues were denominated in currencies other than the U.S. dollar. As a result, we are exposed to various risks associated with operating in multiple countries including exposure to fluctuations in currency exchange rates. While this risk is partially mitigated by largely matching costs with revenues in a given currency, our exposure to fluctuations in other currencies against the U.S. dollar increases as revenue in currencies other than the U.S. dollar increase and as more of the services we provide are shifted to lower cost regions of the world. We believe that the percentage of our revenue denominated in currencies other than the U.S. dollar will continue to represent a significant portion of our revenue. Also, we believe that some of our ability to match revenue and expenses in a given currency will decrease as more work is performed at offshore locations.

We operate in approximately 90 countries and our operations in these countries are subject to the local legal and political environments. Our operations are subject to, among other things, employment, taxation, statutory reporting, trade restrictions and other regulations. Notwithstanding our best efforts, we may not be in compliance with all regulations around the world and may be subject to penalties and/or fines as a result. These penalties or fines may materially and adversely impact our profitability.

12.   Our ability to compete in certain markets we serve is dependent on our ability to continue to expand our capacity in certain offshore locations.  However, as our presence in these locations increases, we are exposed to risks inherent to these locations which may adversely impact our revenue and profitability.

A significant portion of our application outsourcing and software development activities have been shifted to India and we plan to continue to expand our presence there and in other lower cost locations.  As such, we are exposed to the risks inherent to operating in India including (1) a highly competitive labor market for skilled workers which may result in significant increases in labor costs as well as shortages of qualified workers in the future, (2) the possibility that the U.S. federal government or the European Union may enact legislation which may provide significant disincentives to customers to offshore certain of their operations which would reduce the demand for the services we provide in India and may adversely impact our cost structure and profitability.

13.   In the course of providing services to customers, we may inadvertently infringe on the intellectual property rights of others and be exposed to claims for damages.

The solutions we provide to our customers may inadvertently infringe on the intellectual property rights of third parties resulting in claims for damages against us or our customers.  Our contracts generally indemnify our clients from claims for intellectual property infringement for the services and equipment we provide under our contracts.  The expense and time of defending against these claims may have a material and adverse impact on our profitability.  Additionally, the publicity we may receive as a result of infringing intellectual property rights may damage our reputation and adversely impact our ability to develop new business.

14.   Generally our contracts contain provisions under which a customer may terminate the contract prior to completion.  Early contract terminations may materially and adversely affect our revenues and profitability.

Our contracts contain provisions by which customers may terminate the contract prior to completion of the term of the contract.  These contracts generally allow the customer to terminate the contract for convenience upon providing written notice.  In these cases, we seek, either by defined contract schedules or through negotiations, recovery of our property, plant, equipment, outsourcing costs, investments, and other intangibles.  There is no assurance we will be able to fully recover our investments.

We may not be able to replace the revenue and earnings from these contracts in the short-term.  In the long-term, our reputation may be harmed by the publicity generated from contract terminations.

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15.   We have identified a material weakness in our internal control over financial reporting.

We are required under the Sarbanes-Oxley Act of 2002 to provide a report from management to our shareholders on our internal control over financial reporting including an assessment of the effectiveness of these controls to provide reasonable assurance a material misstatement will not occur in our financial statements.  The failure of our controls to provide reasonable assurance that a material misstatement does not exist or to detect a material misstatement may cause us to be unable to meet our filing requirements and the resulting negative publicity may adversely affect our business, and our stock price may be materially and adversely affected.

In the second quarter of fiscal 2011, we identified a material weakness in our internal control over financial reporting as further described in Part I, Item 4, “Controls and Procedures.”  As of December 31, 2010, we concluded that internal control over financial reporting was not effective.  Inability to maintain effective internal control over financial reporting could adversely affect our financial results, the market price of our common stock, and our operations.

16.   Our largest customer, the U.S. federal government, accounts for a significant portion of our revenue and earnings.  Inherent in the government contracting process are various risks which may materially and adversely affect our business and profitability.

Our exposure to the risks inherent in the government contracting process is material.  These risks include government audits of billable contract costs and reimbursable expenses, project funding and requests for equitable adjustment, compliance with government reporting requirements as well as the consequences if improper or illegal activities are discovered.

If any of these should occur, our reputation may be adversely impacted and our relationship with the government agencies we work with may be damaged, resulting in a material and adverse effect on our profitability.

17.   Our performance on contracts, including those on which we have partnered with third parties, may be adversely affected if we or the third parties fail to deliver on commitments.

Our contracts are increasingly complex, and in some instances, require that we partner with other parties including software and hardware vendors to provide the complex solutions required by our customers.  Our ability to deliver the solutions and provide the services required by our customers is dependent on our and our partners' ability to meet or customers' delivery schedules.  If we or our partners fail to deliver services or products on time, our ability to complete the contract may be adversely affected, which may have a material and adverse impact on our revenue and profitability.

If we are the primary contractor and our partners fail to perform as agreed, we may be liable to our customers for penalties or lost profits.  These penalties or payments for lost profits may have a material adverse effect on our profitability.

18.   Our inability to protect client information could impair our reputation, and we could suffer significant financial loss.

As one of the larger companies in the IT and professional services industry, we are subject to potentially adverse impacts if sensitive client information is unintentionally lost, stolen, or compromised.  We are responsible for substantial amounts of sensitive client information which often includes confidential, private, and financial records.  Failure to protect our clients could result in reparation costs and loss of business that may negatively impact our reputation and earnings.

19.   Changes in the Company’s tax rates could affect its future results.

The Company’s future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or by changes in tax laws or their interpretation.  The Company is subject to the continuous examination of its income tax returns by the U.S. Internal Revenue Service and other tax authorities.  The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for taxes.  There can be no assurance that the outcomes from these examinations will not have a material adverse effect on the Company’s financial condition and operating results.

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The Company’s effective tax rate is reduced because certain earnings are treated as being permanently reinvested outside the U.S.  The provision that we currently rely on to defer U.S. taxation on certain passive earnings has currently expired, but we believe that this provision will be extended through fiscal year 2011.  In the event that the provision is not extended after fiscal year 2010, the U.S. tax imposed could adversely impact our effective tax rate.  There are a number of legislative revenue proposals pending that contain international tax provisions which may adversely affect our results, should they be enacted.

20.   We may be adversely affected by disruptions in the credit markets, including reduced access to credit and higher costs of obtaining credit.

The credit markets have historically been volatile and therefore it is not possible for the Company to predict the ability of its clients and customers to access short term financing and other forms of capital.  If a disruption in the credit markets were to occur, it could also pose a risk to the Company’s business as customers and suppliers may be unable to obtain financing to meet payment or delivery obligations to the Company.  In addition, customers may decide to downsize, defer or cancel contracts which could negatively affect revenue.

21.   Our foreign currency hedging program is subject to counterparty default risk.

The Company enters into numerous types of financing arrangements with a wide array of counterparties related to foreign currency forward contracts and purchased options.  As of December 31, 2010, the Company had outstanding foreign currency forward contracts with a notional value of $361 million and outstanding purchased option contracts with a notional value of $121 million. The terms of these contracts are often customized and complex.  As a result, the Company is subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract.  During this current global economic downturn, the counterparty’s financial condition may deteriorate rapidly and with little notice and we may be unable to take action to protect our exposu re.  In the event of a counterparty default, we could incur significant losses, which may harm our business and financial condition.  In the event that one or more of our counterparties becomes insolvent or files for bankruptcy, our ability to eventually recover any losses suffered as a result of that counterparty’s default may be limited by the liquidity of the counterparty.

22.   We derive significant revenue and profit from contracts awarded through a competitive bidding process, which can impose substantial costs on us, and we will not achieve revenue and profit objectives if we fail to compete effectively.

We derive significant revenue and profit from contracts that are awarded through a competitive bidding process. We expect that most of the government business we seek in the foreseeable future will be awarded through competitive bidding. Competitive bidding imposes substantial costs and presents a number of risks, including:

·   the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may or may not be awarded to us;

·   the need to estimate accurately the resources and costs that will be required to service any contracts we are awarded, sometimes in advance of the final determination of their full scope; 

·   the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding, and the risk that such protests or challenges could result in the requirement to resubmit bids, and in the termination, reduction, or modification of the awarded contracts; and

·   the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.

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23.   Catastrophic events or climate conditions may disrupt CSC’s business.

The Company and its customers are subject to various federal, state, local and foreign government requirements relating to the protection of the environment. Our revenues and results of operations may be adversely affected by the passage of climate change and other environmental legislation and regulations.  For example, new legislation or regulations may result in increased costs directly for our compliance or indirectly to the extent that such requirements increase prices charged to us by vendors because of increased compliance costs.  At this point, we are unable to determine the impact that climate change and other environmental legislation and regulations could have on our overall business.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a) None

(b) None

(c) Purchases of Equity Securities

The following table provides information on a monthly basis for the quarter ended December 31, 2010, with respect to the Company’s purchase of equity securities:

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
October 2, 2010 to October 29, 2010		-	$	-		-	$	-
October 30, 2010 to November 26, 2010		-	$	-		-	$	-
November 27, 2010 to December 31, 2010		3,401	$	48.49		-			(2)

(1)   The Company accepted 2,224 shares of its common stock in the quarter ended December 31, 2010, from employees in lieu of cash due to the Company in connection with the release of shares of common stock.  Such shares of common stock are stated at cost and held as treasury shares to be used for general corporate purposes.

The Company accepted 1,177 shares of its common stock in the quarter ended December 31, 2010, from employees in lieu of cash due to the Company in connection with the exercise of stock options.  Such shares of common stock are stated at cost and held as treasury shares to be used for general corporate purposes.

(2)   On December 13, 2010, the Company publicly announced that its board of directors approved a new share repurchase program authorizing up to $1 billion in share repurchases of the Company’s outstanding common stock.  CSC expects to implement the program through purchases made in open market transactions in compliance with Securities and Exchange Commission Rule 10b-18, subject to market conditions, and applicable state and federal legal requirements.  Share repurchases will be funded with available cash.  The timing, volume, and nature of share repurchases will be at the discretion of management, and may be suspended or discontinued at any time.  CSC’s Board has not established an end date for the new repurchase program.

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Item 6.  Exhibits

Exhibit Number		Description of Exhibit
	3.1	Amended and Restated Articles of Incorporation filed with the Nevada Secretary of State on August 9, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal Quarter ended July 2, 2010)
	3.2	Amended and Restated Bylaws, effective December 12, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 12, 2010)
	4.1	Indenture dated as of March 3, 2008, for the 5.50% senior notes due 2013 and the 6.50% senior notes due 2018 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K dated September 15, 2008)
	10.1	1998 Stock Incentive Plan(1) (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 1998)
	10.2	2001 Stock Incentive Plan(1) (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 13, 2001)
	10.3	Schedule to the 2001 Stock Incentive Plan for United Kingdom personnel(1) (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2004)
	10.4	2004 Incentive Plan(1) (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 9, 2004)
	10.5	2007 Employee Incentive Plan(1)  (incorporated by reference to Appendix B to the Company Proxy Statement for the Annual Meeting of Stockholders held on July 30, 2007)
	10.6	Form of Award Agreement for Employees(1)
	10.7	Form of Stock Option Agreement for Employees(1)
	10.8	Form of International Stock Option Agreement for Employees(1)
	10.9	Form of Restricted Stock Agreements for Employees(1) (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2005)

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Exhibit Number		Description of Exhibit
	10.10	Form of Service-Based Restricted Stock Unit Agreement for Employees(1)
	10.11	Form of Performance-Based Restricted Stock Unit Agreement for Employees(1)
	10.12	Form of Career Shares Restricted Stock Unit Agreement for Employees(1)
	10.13	Form of Senior Management and Key Employee Severance Agreement, as amended and restated effective May 20, 2009(1) (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 3, 2009)
	10.14	Supplemental Executive Retirement Plan, amended and restated effective December 3, 2007(1) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 4, 2007)
	10.15	Supplemental Executive Retirement Plan No. 2, effective December 3, 2007(1) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 4, 2007)
	10.16	Excess Plan, effective December 3, 2007(1) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated December 4, 2007)
	10.17	Deferred Compensation Plan, amended and restated effective December 3, 2007(1) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated December 4, 2007)
	10.18	Severance Plan for Senior Management and Key Employees, amended and restated effective October 28, 2007(1) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated November 1, 2007)
	10.19	Amended and Restated Management Agreement with Michael W. Laphen, effective December 20, 2010(1)
	10.20	Senior Management and Key Employee Severance Agreement dated August 11, 2003, with Michael W. Laphen(1) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 12, 2007)

48

Exhibit Number		Description of Exhibit
	10.21	Amendment No. 1 to Senior Management and Key Employee Severance Agreement dated December 10, 2007, with Michael W. Laphen(1) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 12, 2007)
	10.22	Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 18, 2010)
	10.23	2010 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit E to the Company’s Definitive Proxy Statement, dated June 25, 2010, for the Annual Meeting of Stockholders held on August 9, 2010)
	10.24	1997 Nonemployee Director Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 11, 1997)
	10.25	2006 Nonemployee Director Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement for the Annual Meeting of Stockholders held on July 31, 2006)
	10.26	Form of Restricted Stock Unit Agreement for directors (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2005)
	10.27	Form of Amendment to Restricted Stock Unit Agreement with directors (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated December 6, 2005)
	10.28	Credit Agreement dated as of July 12, 2007  (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K dated September 5, 2007)
	10.29	Form of Performance-Based Restricted Stock Unit Agreement (Replacement Grant) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2009)

49

Exhibit Number		Description of Exhibit
	31.1	Section 302 Certification of the Chief Executive Officer
	31.2	Section 302 Certification of the Chief Financial Officer
	32.1	Section 906 Certification of the Chief Executive Officer
	32.2	Section 906 Certification of the Chief Financial Officer
	99.1	Revised Financial Information Disclosure as a result of the Company’s restructuring (incorporated by reference to exhibits 99.01, 99.02 and 99.03 to the Company’s Current Report on Form 8-K filed December 16, 2008.)
101.INS		XBRL Instance (2)
101.SCH		XBRL Taxonomy Extension Schema (2)
101.CAL		XBRL Taxonomy Extension Calculation (2)
101.LAB		XBRL Taxonomy Extension Labels (2)
101.PRE		XBRL Taxonomy Extension Presentation (2)
		(1)  Management contract or compensatory plan or agreement
		(2)  Furnished, not filed.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  February 9, 2011	By:	/s/ Donald G. DeBuck
		Donald G. DeBuck
		Vice President and Controller
		(Principal Accounting Officer)

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EX-10.6

EXHIBIT 10.6

COMPUTER SCIENCES CORPORATION

EMPLOYEE INCENTIVE PLAN

AWARD AGREEMENT

This Award Agreement (“Award Agreement”) is made and entered into as of _____________________ (the “Grant Date”) by and between Computer Sciences Corporation, a Nevada corporation (the “Company”), and ________________________, a full-time employee of the Company and/or one or more of its subsidiaries (the “Employee”).

This Award Agreement granting the Employee an award under the Plan (the “Award”) shall be subject to all of the terms and conditions set forth in the Computer Sciences Corporation ____ Employee Incentive Plan (the “Plan”) [as amended by the Rules of the Computer Sciences Corporation ________ Employee Incentive Plan for French Employees (the “French Plan”) (together, the “Plan”)]1 [as amended by the UK Sub-Plan (the “UK Sub-Plan”)]2, this Agreement, and the Additional Terms and Conditions document attached hereto and incorporated herein by reference.

[For RSUs]  Award Granted:                                                                                     [(the “Target Units”)]3 [the “RSU Shares”)]4

[For Options]:  The Company hereby grants to the Employee, and the Employee hereby accepts, an option to purchase ___________________ shares of Common Stock (the “Option Shares”) at an exercise price of $____________________ per share (the “Exercise Price”), which option shall expire at 5:00 p.m., California, U.S.A. time, on ______________________ (the “Expiration Date”) [subject to extension for six months upon death as set forth herein]5 [and shall be subject to all of the terms and conditions set forth in the UK Sub-Plan and this Agreement]6 (the “Option”).  The Option shall not initially be exercisable to purchase any Option Shares; provided, however, that upon each of the dates indicated below, the Option shall become exercisable to purchase (“vest with respect to”) the number of the Option Shares indicated below across from such date:

Number of Option Shares Vesting                                                                           Date

[NUMBER OF SHARES]                                                                [DATE]

[NUMBER OF SHARES]                                                                [DATE]

[NUMBER OF SHARES]                                                                [DATE]

[NUMBER OF SHARES]                                                                [DATE]

[NUMBER OF SHARES]                                                                [DATE]

1 For awards made pursuant to the French Subplan only.

2 For awards made pursuant to the UK Subplan only.

3 For performance based RSUs only.

4 For career shares and service based shares..

5 For awards made pursuant to the French Subplan only.

6 For awards made pursuant to the UK Subplan only.

1

[This option is intended to qualify as a French-qualified option and the Option Shares may not be sold until four years from Grant Date unless the French Plan and the Additional Terms and Conditions document provide otherwise.]7

IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be duly executed as of the Grant Date.

COMPUTER SCIENCES CORPORATION

By ______________________________

    [Michael W. Laphen

    President and Chief Executive Officer]

By ______________________________

     [Michael J. Mancuso

     Vice President and Chief Financial Officer]

EMPLOYEE

___________________________________________

«Name_x»

The Employee acknowledges receipt of the Plan and a Prospectus relating to this award, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

___________________________________________

«Name_x»

«Address_Line_1»

«Address_Line_2»

«Address_Line_3»

«Address_Line_4»

«Address_Line_5»

7 For awards made pursuant to the French Subplan only.

2

EX-10.7

EXHIBIT 10.7

COMPUTER SCIENCES CORPORATION

EMPLOYEE INCENTIVE PLAN

STOCK OPTION

ADDITIONAL TERMS AND CONDITIONS AGREEMENT

This Stock Option Additional Terms and Conditions Agreement (“Agreement”) has been incorporated by reference into the Award Agreement and, by signing the Award Agreement, the Employee has acknowledged and agreed to the additional terms and conditions contained herein.  This Agreement and the Award Agreement are collectively referred to as the “Agreement” herein.

1.Definitions.

This Award is subject to all of the terms, conditions and provisions of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee.  Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan and/or the Award Agreement.  For purposes of this Agreement:

(a)“Applicable Restrictive Period” shall mean, with respect to each exercise of an Option, the period set forth in Section 3(b)(i), (ii) or (iii) hereof, respectively.

(b)“Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for p erformance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(c)“Change in Control” shall mean the consummation of a “change in the ownership” of Computer Sciences Corporation, a “change in effective control” of Computer Sciences Corporation or a “change in the ownership of a substantial portion of the assets” of Computer Sciences Corporation, in each case, as defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

(d)“Client” means any client with respect to whom the Employee provided services, on behalf of whom the Employee transacted business, or with respect to whom the Employee possessed Confidential Information during the 12-month period preceding each of (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) and (ii) the date of the termination of the Employee’s employment with the Company for any reason.

1

(e)“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in business that is substantially similar to the Company’s business. For purposes of this Agreement, the parties specifically agree that: the Company is engaged in the business of providing technology-enabled solutions and services; that the Company’s capabilities include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and appli cation hosting, mission support and management consulting; and that the Company actively solicits business and services clients located throughout the United States and the world.  A non-exhaustive list of the Company’s Competitors includes Accenture, Xerox/ACS, HP/EDS, General Dynamics, IBM, L-3 Communications, Lockheed Martin, Northrop Grumman, Dell/Perot Systems, SAIC, Oracle/Sun Microsystems, Unisys Corporation, Infosys, WiPro, Tata, Cognizant, or any subsidiary or affiliate thereof.

(f)“Confidential Information” means all Company trade secrets, patents, copyrights, confidential or proprietary business information and data, sales and financial data, pricing information, manufacturing and distribution methods, information relating to the Company’s business plans and strategies including, but not limited to, customers and/or prospects, or lists thereof, marketing plans and procedures, research and development plans, methods of doing business, both technical and non-technical, information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products which the Company has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future, hardware and database technologies or technological information, formulae, designs, process and systems information, intellectual property rights, and any other confidential or proprietary information which relates to the business of the Company or to the business of any client or vendor of the Company or any other party with whom the Company agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not.  Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, (iv ) disclosed without similar restrictions by the Company to a third party (other than an affiliate or customer of the Company), or (v) approved by the Company, in writing, for disclosure.

(g)“Disability” shall mean the Employee has become “disabled,” as such term is defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

(h)“Employer” shall mean the Employee’s employer.

2

(i)The “Fair Market Value” of a share of Common Stock on any day shall be equal to the last sale price, regular way, of a share of Common Stock on such day (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities li sted or admitted to trading on the principal United States national securities exchange on which the Common Stock is listed or admitted to trading.

(j)“Option Exercise Date” shall mean, with respect to each exercise of an Option, the date upon which such Option is exercised.

(k)“Prospective Client” means any individual or enterprise who is not a Client but with whom the Company was in active business discussions or negotiations at any time during either (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) or (ii) the 12-month period preceding the termination of the Employee’s employment with the Company for any reason and in each case whose identity became known to the Employee in connection with the Employee’s relationship with or employment by the Company.

2.Termination of Employment; Acceleration and Termination of Options.

(a)Termination of Status as an Employee.

(i)Termination at Age 62 or Older Other than due to Cause, Death or Disability.

(A)If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reason other than Cause, death or Disability, then:

(1)if the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status (the “Employment Termination Date”), then (a) the portion of the Option that has not vested on or prior to such date shall fully vest immediately prior to such date, and (b) subject to Section 2(b) hereof, the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date; and

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(2)if the Employee shall not have been (and shall not for any other purpose have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the Employment Termination Date, then, subject to Sections 2(a)(ii) and 2(b) hereof (a) the portion of the Option that has not vested on or prior to such date shall terminate on such date, and (b) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date.

(ii)Leave of Absence.  If, prior to the exercise of the Option in full, the Employee takes a leave of absence (including a military leave of absence), the Employee and the Company each reasonably anticipate that the Employee will return to active employment and either (x) the leave of absence is to be for not more than six months or (y) at all times during the leave of absence the Employee has a statutory or contractual right to return to work, then:

(A)while on leave of absence the Employee shall be treated as if he were an active employee;

(B)if the Employee’s leave of absence is terminated and the Employee does not return to active employment, the date of the end of the leave of absence shall be treated as the date on which the Employee has a termination of employment; and

(C)if the Employee’s leave of absence is terminated and the Employee returns to active employment, he shall be treated as if active employment had continued uninterrupted during the leave of absence.

(iii)Death or Disability.  If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated by reason of the death or Disability of the Employee, then (1) the portion of the Option that has not vested on or prior to the Employment Termination Date shall fully vest on such date and (2) the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date.

(iv)Other Termination at Age 61 or Younger.  If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at age 61 or younger for no reason, or for any reason other than Cause, death, Disability, permanent or temporary lay off, or approved leave of absence, then (1) the portion of the Option that has not vested on or prior to the Employment Termination Date shall terminate on such date and (2) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or three months after the Employment Termination Date.

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(b)Death Following Termination of Employment.  Notwithstanding anything to the contrary in this Agreement, if the Employee shall die at any time after the termination of his or her status as an employee of the Company or any of its subsidiaries and at a time when the Option is vested and exercisable, then the Option shall remain exercisable until, and shall terminate upon, the earlier of the Expiration Date or the fifth anniversary of the date of such death.

(c)Termination for Cause.  If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated for Cause, then both the vested and unvested portion of the Option shall terminate on such date.

(d)Acceleration of Option.

(i)The Committee, in its sole discretion, may accelerate the exercisability of the Option at any time and for any reason.

(ii)Notwithstanding anything to the contrary in this Agreement, upon a Change in Control: (1) the portion of the Option then outstanding that has not vested on or prior thereto shall fully vest and (2) the Option shall remain exercisable until, and shall terminate upon, the earlier of the Expiration Date or, if applicable,  the fifth anniversary of the date of the Employee’s death.

(e)Certain Events Causing Termination of Option.  Notwithstanding anything to the contrary in this Agreement, the Option shall terminate upon the consummation of any of the following events, or, if later, the thirtieth day following the first date upon which such event shall have been approved by both the Board of Directors and the stockholders of the Company, or upon such later date as shall be determined by the Committee:

(i)the dissolution or liquidation of the Company;

(ii)a sale of substantially all of the property and assets of the Company, unless the terms of such sale shall provide otherwise; or

(iii)a reorganization, merger or consolidation of the Company that results in the outstanding securities of any class then subject to the Option being exchanged for or converted into cash, property and/or securities not issued by the Company, unless the terms of such reorganization, merger or consolidation provide otherwise.

3.Recoupment and Forfeiture.

(a)Refund of Option Gains; Termination of Options.  If the Employee breaches any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof during the Applicable Restrictive Period for such exercise, then:

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(i)Refund of Option Gains.  If the Employee has exercised the Option within the one year period prior to the occurrence of the Employee’s breach of any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof, the Employee shall immediately deliver to the Company with respect to such exercise, an amount in cash equal to:

(A)the aggregate Fair Market Value, determined as of the Option Exercise Date, of the shares of Common Stock issued upon such exercise; minus

(B)the aggregate exercise price paid, whether in cash or by the delivery or withholding of shares of Common Stock, upon such exercise.

(ii)Termination of All Options.  All outstanding Options shall be terminated and forfeited.

(b)Triggering Events.  The events referred to in Section 3(a) hereof are as follows:

(i)Non-Disclosure and Non-Use of Confidential Information.  The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclo sure, use, copying or duplication of Confidential Information.

(ii)Non-Solicitation of the Company’s Employees, Clients, and Prospective Clients.  During the time of the Employee’s employment and for a period of 24 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage in any of the conduct described in paragraphs (A) and (B) below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a pub licly held corporation) or in any other capacity for any person, firm, partnership or corporation:

(A)hire, attempt to hire or assist any other person or entity in hiring or attempting to hire any current employee of the Company or any person who was a Company employee within the 6-month period preceding such hiring or attempted hiring;

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(B)solicit, divert or cause a reduction in the business or patronage of any Client or Prospective Client.

(iii)Non-Competition.  During the time of the Employee’s employment and for a period of 12 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, either directly or indirectly, as an employee, agent, contractor, consultant, partner, member, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly traded corporation), wherever the Company is marketing or providing its services or products, participate in any activity as, or for, a Competitor of the Company which is the same or similar to the activities in which the Employee was involved at the Company.

(c)Waiver of Recoupment.  Notwithstanding the foregoing, the Employee shall be released from (i) all of his or her obligations under Section 3(a) hereof in the event that a Change in Control occurs within three years prior to the Employment Termination Date, and (ii) some or all of his or her obligations under Section 3(a) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company’s Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discre tion, that such release is in the best interests of the Company.

(d)Effect on Other Rights and Remedies.  The rights of the Company set forth in this Section 3 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 3(b) hereof.

(e)Reasonableness.  The Employee agrees that the terms and conditions set forth in Section 3 hereof are fair and reasonable and are reasonably required for the protection of the interests of the Company.  If, however, in any judicial proceeding any provision of Section 3 hereof is found to be so broad as to be unenforceable, the Employee and the Company agree that such provision shall be interpreted to be only so broad as to be enforceable.

4.Adjustments.  In the event that the outstanding securities of the class then subject to the Option are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantiall y all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to Section 2(e) hereof, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may thereafter be acquired upon the exercise of the Option; provided, however, that any such adjustments in the Option shall be made without changing the aggregate Exercise Price of the then unexercised portion of the Option.

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Exercise.  The Option shall be exercisable during the Employee’s lifetime only by the Employee or by his or her guardian or legal representative, and after the Employee’s death only by the person or entity entitled to do so under the Employee’s last will and testament or applicable intestate law.  The Option may only be exercised by the delivery to the Company of a written notice of such exercise, in the form specified by the Company, which notice shall, among other things, specify the number of Option Shares to be purchased and the aggregate Exercise Price for such shares, together with payment in full of such aggregate Exercise Price by check or pursuant to the Company ’s cashless exercise program; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part, by the delivery to the Company of shares of Common Stock (including Option Shares otherwise issuable upon such exercise), which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock.

5.Payment of Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the exercise of the Option (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax, then, concurrently with such exercise, the Employee shall pay to the Company, by check, the minimum aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the “Minimum Withholding Liability”); provided, however, that the Employee may instead pay all or any part of the Minimum Withholding Liability by either of the following methods:

(i)pursuant to the Company’s cashless exercise program; or

(ii)by instructing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of the Option (such withholding to be valued on the basis of the aggregate Fair Market Value of the withheld shares on the date of such exercise);and

provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock, and provided, further, however, that if all of such payment is made by check and/or pursuant to the Company’s cashless exercise program, then the Employee shall be entitled, but not obligated, so to pay an amount that is greater than the Minimum Withholding Liability.

(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee.

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6.Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, salary, nationality and tax residence, and any details regarding the terms and conditions, grant, vesting, exercise, cancellation, termination and expiration of all stock options and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data to any third parties who may be involved in the implementation, administration and/or management of the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data to a broker or other third party with whom the Employee has elected to deposit any Option Shares acquired upon exercise of the Option; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby explicitly and unambiguously consents to the collection, use, transfer and retention of the Data, as described in this Agreement, in electronic or other form, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data; and

(iv)request a list with the names and addresses of any potential recipients of the Data.

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(d)The Employee understands that he or she may refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.  The Employee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan.  For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her local human resources representative.

7.   Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042; or

(b)by hand delivery or otherwise to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

8.Stock Exchange Requirements; Applicable Laws.  Notwithstanding anything to the contrary in this Agreement, no Option Shares purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if, in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of, or to incur liability under, any securities law, or any rule, regulation or procedure of any U.S. national securities exchange upon which any securities of the Company are listed, or any listing agreement with any such securities exchange, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company.

9.Nontransferability.  Neither the Option nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution.

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10.Plan.  The Option is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the Option or of any of the Employee’s rights under this Agreement.  The interpretation and construction by the Committee of the Plan, this Agreement, the Option and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall b e final and binding upon the Employee.  Until the Option shall expire, terminate or be exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee or any other person or entity then entitled to exercise the Option.

11.Stockholder Rights.  No person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any Option Shares until the Option shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Agreement.

12.Nature of Company Option Grants.  The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive any future Option grants, or any benefits in lieu of Options, even if the Employee has repeatedly received Option grants in the past;

(c)all decisions with respect to future grants of Options by the Company will be at the sole discretion of the Company;

(d)the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without Cause;

(e)the Employee is voluntarily participating in the Plan;

(f)in the event that the Employee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;

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(g)the future value of the underlying Option Shares is unknown and cannot be predicted with certainty;

(h)if the underlying Option Shares do not increase in value, the Option will have no value; and

(i)if the Employee exercises the Option, the value of the Option Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price;

13.Successors.  The Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the Employee and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.

14.Entire Agreement; Amendments and Waivers.  The Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.  None of the terms and conditions of the Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation.  A waiver by either party at any t ime of compliance with any of the terms and conditions of the Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.

15.Governing Law; Consent to Jurisdiction.  The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction.  Any action, suit or proceeding to enforce the terms and provisions of the Agreement, or to resolve any dispute or controversy arising under or in any way relating to the Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts.

16.Language.  If the Employee has received the Agreement or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.

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17.Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under and participation in the Plan or future Options that may be granted under the Plan by electronic means or to request the Employee’s consent to participate in the Plan by electronic means.  The Employee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designate d by the Company.

18.Severability.  Any provision of the Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of the Agreement invalid, illegal or unenforceable in any other jurisdiction.

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EX-10.8

EXHIBIT 10.8

COMPUTER SCIENCES CORPORATION

EMPLOYEE INCENTIVE PLAN

INTERNATIONAL STOCK OPTION

ADDITIONAL TERMS AND CONDITIONS AGREEMENT

This International Stock Option Additional Terms and Conditions Agreement (“Agreement”) has been incorporated by reference into the Award Agreement and, by signing the Award Agreement, the Employee has acknowledged and agreed to the additional terms and conditions contained herein.  This Agreement and the Award Agreement are collectively referred to as the “Agreement” herein.

1.Definitions.

This Award is subject to all of the terms, conditions and provisions of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee.  Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan and/or the Award Agreement.  For purposes of this Agreement:

(a)“Applicable Restrictive Period” shall mean, with respect to each exercise of an Option, the period set forth in Section 3(b)(i), (ii) or (iii) hereof, respectively.

(b)“Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for p erformance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(c)“Change in Control” shall mean the consummation of a “change in the ownership” of Computer Sciences Corporation, a “change in effective control” of Computer Sciences Corporation or a “change in the ownership of a substantial portion of the assets” of Computer Sciences Corporation, in each case, as defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

(d)“Client” means any client with respect to whom the Employee provided services, on behalf of whom the Employee transacted business, or with respect to whom the Employee possessed Confidential Information during the 12-month period preceding each of (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) and (ii) the date of the termination of the Employee’s employment with the Company for any reason.

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(e)“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in business that is substantially similar to the Company’s business. For purposes of this Agreement, the parties specifically agree that: the Company is engaged in the business of providing technology-enabled solutions and services; that the Company’s capabilities include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and appli cation hosting, mission support and management consulting; and that the Company actively solicits business and services clients located throughout the United States and the world.  A non-exhaustive list of the Company’s Competitors includes Accenture, Xerox/ACS, HP/EDS, General Dynamics, IBM, L-3 Communications, Lockheed Martin, Northrop Grumman, Dell/Perot Systems, SAIC, Oracle/Sun Microsystems, Unisys Corporation, Infosys, WiPro, Tata, Cognizant, or any subsidiary or affiliate thereof.

(f)“Confidential Information” means all Company trade secrets, patents, copyrights, confidential or proprietary business information and data, sales and financial data, pricing information, manufacturing and distribution methods, information relating to the Company’s business plans and strategies including, but not limited to, customers and/or prospects, or lists thereof, marketing plans and procedures, research and development plans, methods of doing business, both technical and non-technical, information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products which the Company has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future, hardware and database technologies or technological information, formulae, designs, process and systems information, intellectual property rights, and any other confidential or proprietary information which relates to the business of the Company or to the business of any client or vendor of the Company or any other party with whom the Company agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not.  Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, (iv ) disclosed without similar restrictions by the Company to a third party (other than an affiliate or customer of the Company), or (v) approved by the Company, in writing, for disclosure.

(g)“Disability” shall mean the Employee has become “disabled,” as such term is defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

(h)“Employer” shall mean the Employee’s employer.

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(i)The “Fair Market Value” of a share of Common Stock on any day shall be equal to the last sale price, regular way, of a share of Common Stock on such day (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities li sted or admitted to trading on the principal United States national securities exchange on which the Common Stock is listed or admitted to trading.

(j)“Option Exercise Date” shall mean, with respect to each exercise of an Option, the date upon which such Option is exercised.

(k)“Prospective Client” means any individual or enterprise who is not a Client but with whom the Company was in active business discussions or negotiations at any time during either (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) or (ii) the 12-month period preceding the termination of the Employee’s employment with the Company for any reason and in each case whose identity became known to the Employee in connection with the Employee’s relationship with or employment by the Company.

2.Termination of Employment; Acceleration and Termination of Options.

(a)Termination of Status as an Employee.

(i)Termination at Age 62 or Older Other than due to Cause, Death or Disability.

(A)If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reason other than Cause, death or Disability, then:

(1)if the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status (the “Employment Termination Date”), then (a) the portion of the Option that has not vested on or prior to such date shall fully vest immediately prior to such date, and (b) subject to Section 2(b) hereof, the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date; and

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(2)if the Employee shall not have been (and shall not for any other purpose have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the Employment Termination Date, then, subject to Sections 2(a)(ii) and 2(b) hereof (a) the portion of the Option that has not vested on or prior to such date shall terminate on such date, and (b) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date.

(ii)Leave of Absence.  If, prior to the exercise of the Option in full, the Employee takes a leave of absence (including a military leave of absence), the Employee and the Company each reasonably anticipate that the Employee will return to active employment and either (x) the leave of absence is to be for not more than six months or (y) at all times during the leave of absence the Employee has a statutory or contractual right to return to work, then:

(A)while on leave of absence the Employee shall be treated as if he were an active employee;

(B)if the Employee’s leave of absence is terminated and the Employee does not return to active employment, the date of the end of the leave of absence shall be treated as the date on which the Employee has a termination of employment; and

(C)if the Employee’s leave of absence is terminated and the Employee returns to active employment, he shall be treated as if active employment had continued uninterrupted during the leave of absence.

(iii)Death or Disability.  If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated by reason of the death or Disability of the Employee, then (1) the portion of the Option that has not vested on or prior to the Employment Termination Date shall fully vest on such date and (2) the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date.

(iv)Other Termination at Age 61 or Younger.  If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at age 61 or younger for no reason, or for any reason other than Cause, death, Disability, permanent or temporary lay off, or approved leave of absence, then (1) the portion of the Option that has not vested on or prior to the Employment Termination Date shall terminate on such date and (2) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or three months after the Employment Termination Date.

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(b)Death Following Termination of Employment.  Notwithstanding anything to the contrary in this Agreement, if the Employee shall die at any time after the termination of his or her status as an employee of the Company or any of its subsidiaries and at a time when the Option is vested and exercisable, then the Option shall remain exercisable until, and shall terminate upon, the earlier of the Expiration Date or the fifth anniversary of the date of such death.

(c)Termination for Cause.  If the Employee’s status as an employee of the Company or any of its subsidiaries is terminated for Cause, then both the vested and unvested portion of the Option shall terminate on such date.

(d)Acceleration of Option.

(i)The Committee, in its sole discretion, may accelerate the exercisability of the Option at any time and for any reason.

(ii)Notwithstanding anything to the contrary in this Agreement, upon a Change in Control: (1) the portion of the Option then outstanding that has not vested on or prior thereto shall fully vest and (2) the Option shall remain exercisable until, and shall terminate upon, the earlier of the Expiration Date or, if applicable,  the fifth anniversary of the date of the Employee’s death.

(e)Certain Events Causing Termination of Option.  Notwithstanding anything to the contrary in this Agreement, the Option shall terminate upon the consummation of any of the following events, or, if later, the thirtieth day following the first date upon which such event shall have been approved by both the Board of Directors and the stockholders of the Company, or upon such later date as shall be determined by the Committee:

(i)the dissolution or liquidation of the Company;

(ii)a sale of substantially all of the property and assets of the Company, unless the terms of such sale shall provide otherwise; or

(iii)a reorganization, merger or consolidation of the Company that results in the outstanding securities of any class then subject to the Option being exchanged for or converted into cash, property and/or securities not issued by the Company, unless the terms of such reorganization, merger or consolidation provide otherwise.

3.Recoupment and Forfeiture.

(a)Refund of Option Gains; Termination of Options.  If the Employee breaches any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof during the Applicable Restrictive Period for such exercise, then:

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(i)Refund of Option Gains.  If the Employee has exercised the Option within the one year period prior to the occurrence of the Employee’s breach of any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof, the Employee shall immediately deliver to the Company with respect to such exercise, an amount in cash equal to:

(A)the aggregate Fair Market Value, determined as of the Option Exercise Date, of the shares of Common Stock issued upon such exercise; minus

(B)the aggregate exercise price paid, whether in cash or by the delivery or withholding of shares of Common Stock, upon such exercise.

(ii)Termination of All Options.  All outstanding Options shall be terminated and forfeited.

(b)Triggering Events.  The events referred to in Section 3(a) hereof are as follows:

(i)Non-Disclosure and Non-Use of Confidential Information.  The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclo sure, use, copying or duplication of Confidential Information.

(ii)Non-Solicitation of the Company’s Employees, Clients, and Prospective Clients.  During the time of the Employee’s employment and for a period of 24 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage in any of the conduct described in paragraphs (A) and (B) below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a pub licly held corporation) or in any other capacity for any person, firm, partnership or corporation:

(A)hire, attempt to hire or assist any other person or entity in hiring or attempting to hire any current employee of the Company or any person who was a Company employee within the 6-month period preceding such hiring or attempted hiring;

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(B)solicit, divert or cause a reduction in the business or patronage of any Client or Prospective Client.

(iii)Non-Competition.  During the time of the Employee’s employment and for a period of 12 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, either directly or indirectly, as an employee, agent, contractor, consultant, partner, member, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly traded corporation), wherever the Company is marketing or providing its services or products, participate in any activity as, or for, a Competitor of the Company which is the same or similar to the activities in which the Employee was involved at the Company.

(c)Waiver of Recoupment.  Notwithstanding the foregoing, the Employee shall be released from (i) all of his or her obligations under Section 3(a) hereof in the event that a Change in Control occurs within three years prior to the Employment Termination Date, and (ii) some or all of his or her obligations under Section 3(a) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company’s Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discre tion, that such release is in the best interests of the Company.

(d)Effect on Other Rights and Remedies.  The rights of the Company set forth in this Section 3 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 3(b) hereof.

(e)Reasonableness.  The Employee agrees that the terms and conditions set forth in Section 3 hereof are fair and reasonable and are reasonably required for the protection of the interests of the Company.  If, however, in any judicial proceeding any provision of Section 3 hereof is found to be so broad as to be unenforceable, the Employee and the Company agree that such provision shall be interpreted to be only so broad as to be enforceable.

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4.Adjustments.  In the event that the outstanding securities of the class then subject to the Option are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantiall y all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to Section 2(e) hereof, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may thereafter be acquired upon the exercise of the Option; provided, however, that any such adjustments in the Option shall be made without changing the aggregate Exercise Price of the then unexercised portion of the Option.

5.Exercise.  The Option shall be exercisable during the Employee’s lifetime only by the Employee or by his or her guardian or legal representative, and after the Employee’s death only by the person or entity entitled to do so under the Employee’s last will and testament or applicable intestate law.  The Option may only be exercised by the delivery to the Company of a written notice of such exercise, in the form specified by the Company, which notice shall, among other things, specify the number of Option Shares to be purchased and the aggregate Exercis e Price for such shares, together with payment in full of such aggregate Exercise Price pursuant to the Company’s cashless exercise program.  All of the Option Shares so purchased shall be immediately sold by the broker effecting such cashless exercise.

6.Payment of Taxes.

(a)Regardless of any action the Company and/or the Employer may take with respect to any or all income tax (including U.S., federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items (collectively, “Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer.  The Employee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular result.  Furthermore, if the Employee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related items in more than one jurisdiction.

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(b)Prior to the relevant taxable or tax withholding event, as applicable, the Employee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, the Employee authorizes the Company and/or the Employer, at their discretion, to satisfy the Tax-Related Items by one or a combination of the following: (i) withholding all applicable Tax-Related Items from any wages or other cash compensation paid to the Employee by the Company and/or the Employer, or (ii) from the proceeds of the sale of the Option Shares pursuant to the Company’s cashless exercise program.

(c)Finally, the Employee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means described in this Section.  The Company may refuse to honor the exercise of the Option if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

7.Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, salary, nationality and tax residence, and any details regarding the terms and conditions, grant, vesting, exercise, cancellation, termination and expiration of all stock options and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data to any third parties who may be involved in the implementation, administration and/or management of the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data to a broker or other third party with whom the Employee has elected to deposit any Option Shares acquired upon exercise of the Option; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby explicitly and unambiguously consents to the collection, use, transfer and retention of the Data, as described in this Agreement, in electronic or other form, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

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(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data; and

(iv)request a list with the names and addresses of any potential recipients of the Data.

(d)The Employee understands that he or she may refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.  The Employee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan.  For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her local human resources representative.

8.   Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042; or

(b)by hand delivery or otherwise to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

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9.Stock Exchange Requirements; Applicable Laws.  Notwithstanding anything to the contrary in this Agreement, no Option Shares purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if, in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of, or to incur liability under, any securities law, or any rule, regulation or procedure of any U.S. national securities exchange upon which any securities of the Company are listed, or any listing agreement with any such securities exchange, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company.

10.Nontransferability.  Neither the Option nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution.

11.Plan.  The Option is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the Option or of any of the Employee’s rights under this Agreement.  The interpretation and construction by the Committee of the Plan, this Agreement, the Option and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall b e final and binding upon the Employee.  Until the Option shall expire, terminate or be exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee or any other person or entity then entitled to exercise the Option.

12.Stockholder Rights.  No person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any Option Shares until the Option shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Agreement.

13.Nature of Company Option Grants.  The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive any future Option grants, or any benefits in lieu of Options, even if the Employee has repeatedly received Option grants in the past;

(c)all decisions with respect to future grants of Options by the Company will be at the sole discretion of the Company;

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(d)the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without Cause;

(e)the Employee is voluntarily participating in the Plan;

(f)the Option is an extraordinary item which does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Employee’s employment contract, if any;

(g)the Option is not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy or end of service payments, or any bonuses, long-service awards or pension or retirement benefits, or any similar payments;

(h)in the event that the Employee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;

(i)the future value of the underlying Option Shares is unknown and cannot be predicted with certainty;

(j)if the underlying Option Shares do not increase in value, the Option will have no value;

(k)if the Employee exercises the Option, the value of the Option Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; and

(l)in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Option Shares purchased through exercise of the Option resulting from termination of the Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement, the Employee shall be deemed irrevo cably to have waived his or her entitlement to pursue such claim.

14.Successors.  The Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the Employee and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.

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15.Entire Agreement; Amendments and Waivers.  The Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.  None of the terms and conditions of the Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation.  A waiver by either party at any t ime of compliance with any of the terms and conditions of the Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.

16.Governing Law; Consent to Jurisdiction.  The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction.  Any action, suit or proceeding to enforce the terms and provisions of the Agreement, or to resolve any dispute or controversy arising under or in any way relating to the Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts.

17.Language.  If the Employee has received the Agreement or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control, unless otherwise prescribed by local law.

18.Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under and participation in the Plan or future Options that may be granted under the Plan by electronic means or to request the Employee’s consent to participate in the Plan by electronic means.  The Employee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designate d by the Company.

19.Severability.  Any provision of the Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of the Agreement invalid, illegal or unenforceable in any other jurisdiction.

20.Appendix.  Notwithstanding any provision in the Agreement to the contrary, the Option shall be subject to the special terms and provisions as set forth in the Appendix to the Agreement for the Employee’s country of residence, if any.

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EX-10.10

EXHIBIT 10.10

COMPUTER SCIENCES CORPORATION

EMPLOYEE INCENTIVE PLAN

SERVICE BASED RESTRICTED STOCK UNIT

ADDITIONAL TERMS AND CONDITIONS AGREEMENT

This Service Based Restricted Stock Unit Additional Terms and Conditions Agreement (“Agreement”) has been incorporated by reference into the Award Agreement and, by signing the Award Agreement, the Employee has acknowledged and agreed to the additional terms and conditions contained herein.  This Agreement and the Award Agreement are collectively referred to as the “Agreement” herein.

1.Definitions.

This Award is subject to all of the terms, conditions and provisions of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee.  Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan and/or the Award Agreement.  For purposes of this Agreement:

(a)“Applicable Restrictive Period” shall mean, with respect to each Settlement Date, the period set forth in Section 3(b)(i), (ii) or (iii) hereof, respectively.

(b)“Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for p erformance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(c)“Change in Control” shall mean the consummation of a “change in the ownership” of Computer Sciences Corporation, a “change in effective control” of Computer Sciences Corporation or a “change in the ownership of a substantial portion of the assets” of Computer Sciences Corporation, in each case, as defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

(d)“Client” means any client with respect to whom the Employee provided services, on behalf of whom the Employee transacted business, or with respect to whom the Employee possessed Confidential Information during the 12-month period preceding each of (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) and (ii) the date of the termination of the Employee’s employment with the Company for any reason.

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(e)“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in business that is substantially similar to the Company’s business. For purposes of this Agreement, the parties specifically agree that: the Company is engaged in the business of providing technology-enabled solutions and services; that the Company’s capabilities include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and appli cation hosting, mission support and management consulting; and that the Company actively solicits business and services clients located throughout the United States and the world.  A non-exhaustive list of the Company’s Competitors includes Accenture, Xerox/ACS, HP/EDS, General Dynamics, IBM, L-3 Communications, Lockheed Martin, Northrop Grumman, Dell/Perot Systems, SAIC, Oracle/Sun Microsystems, Unisys Corporation, Infosys, WiPro, Tata, Cognizant, or any subsidiary or affiliate thereof.

(f)“Confidential Information” means all Company trade secrets, patents, copyrights, confidential or proprietary business information and data, sales and financial data, pricing information, manufacturing and distribution methods, information relating to the Company’s business plans and strategies including, but not limited to, customers and/or prospects, or lists thereof, marketing plans and procedures, research and development plans, methods of doing business, both technical and non-technical, information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products which the Company has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future, hardware and database technologies or technological information, formulae, designs, process and systems information, intellectual property rights, and any other confidential or proprietary information which relates to the business of the Company or to the business of any client or vendor of the Company or any other party with whom the Company agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not.  Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, (iv ) disclosed without similar restrictions by the Company to a third party (other than an affiliate or customer of the Company), or (v) approved by the Company, in writing, for disclosure.

(g)“Disability” shall mean the Employee has become “disabled,” as such term is defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

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(h)“Dividend Equivalents” shall mean, with respect to each RSU Share being delivered by the Company upon settlement of the RSU, or cancelled by the Company in payment of withholding taxes, an amount in cash equal to the aggregate amount of all regular cash dividends paid on a share of Common Stock during the period between the Grant Date and the date of such settlement or cancellation, together with interest thereon at the rate credited to amounts deferred under the Company’s Deferred Compensation Plan, as such rate may be changed from time to time.

(i)“Employer” shall mean the Employee’s employer.

(j)The “Fair Market Value” of an RSU Share on any date shall be equal to the last sale price, regular way, of a share of Common Stock on such date (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or a dmitted to trading on such securities exchange.

(k)“Prospective Client” means any individual or enterprise who is not a Client but with whom the Company was in active business discussions or negotiations at any time during either (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) or (ii) the 12-month period preceding the termination of the Employee’s employment with the Company for any reason and in each case whose identity became known to the Employee in connection with the Employee’s relationship with or employment by the Company.

(l)“Scheduled Settlement Date” shall mean the third anniversary of the Grant Date.

(m)“Settlement Date” shall mean, with respect to each RSU Share, the date upon which the RSU was settled by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as hereinafter defined).

(n)“RSU Shares” shall mean the number of shares of Common Stock to be delivered upon settlement of the RSU.

2.   Settlement Date for RSU.

(a)The RSU shall be settled by the Company delivering to the Employee (or after the Employee’s death, the beneficiary designated by the Employee for such purpose), on the Scheduled Settlement Date, the RSU Shares, together with Dividend Equivalents.

(b)Except as otherwise provided in this Agreement, the RSU shall be settled on the Scheduled Settlement Date.

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(c)Termination of Employment at Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination.  If, prior to the settlement of the RSU in full:

(i)the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status; or

(ii)the Employee’s status as an  employee of the Company or any of its subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 2(c),

then, as soon as practicable after the Employee’s status as an employee of the Company or its subsidiaries is terminated (the “Employment Termination Date”), the Company shall settle the RSU in full.

(d)Leave of Absence.  If, prior to the settlement of the RSU in full, the Employee takes a leave of absence (including a military leave of absence), the Employee and the Company each reasonably anticipate that the Employee will return to active employment and either (x) the leave of absence is to be for not more than six months or (y) at all times during the leave of absence the Employee has a statutory or contractual right to return to work, then:

(i)while on leave of absence the Employee shall be treated as if he were an active employee;

(ii)if the Employee’s leave of absence is terminated before the Scheduled Settlement Date and the Employee does not return to active employment, the date of the end of the leave of absence shall be treated as the date on which the Employee has a termination of employment;

(iii)if the Employee’s leave of absence is terminated before the Scheduled Settlement Date and the Employee returns to active employment, he shall be treated as if active employment had continued uninterrupted during the leave of absence; and

(iv)if the Employee’s leave of absence continues to the Scheduled Settlement Date, the RSU shall be settled on such date.

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(e)Death or Disability.

(i)Notwithstanding anything to the contrary in this Agreement, if the Employee shall die at any time prior to the settlement in full of the RSU, then, one calendar month after such death, the Company shall complete the settlement in full of the RSU.

(ii)If, prior to the settlement in full of the RSU, the Employee’s status as an  employee of the Company or any of its subsidiaries is terminated by reason of the Disability of the Employee, then, one calendar month after the Employment Termination Date, the Company shall complete the settlement in full of the RSU.

(f)Cancellation of RSU upon Other Termination of Employment.  If, prior to the settlement in full of the RSU, the Employee’s status as an employee of the Company or any of its subsidiaries is voluntarily or involuntarily terminated other than pursuant to Section 2(c) or (e) hereof, then the RSU and all related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date.

(g)Change in Control.  Upon a Change in Control, the RSU shall be settled in full.

(h)Recoupment and Forfeiture.  Settlement of all or a portion of the Award pursuant to this Section 2 is subject to the forfeiture provisions of this Section 2 and recoupment by the Company pursuant to Section 3.

3.   Recoupment and Forfeiture.

(a)Refund of Stock Value; Forfeiture of RSUs.

(i)Refund of Stock Value.  If the Employee breaches any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof during the Applicable Restrictive Period for any Settlement Date, then, if the RSU was settled within the one year period prior to the occurrence of such event, the Employee shall immediately deliver to the Company an amount in cash equal to the (i) aggregate Fair Market Value, determined as of such Settlement Date, of all RSU Shares which were delivered to the Employee or cancelled in payment of Taxes on such Settlement Date and (ii) Dividend Equ ivalents paid to the Employee in respect of the RSU Shares.

(ii)Forfeiture of RSUs.  If the Employee breaches any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof prior to the Settlement Date for the RSU, the RSU shall be terminated and forfeited.

(b)Triggering Events.  The events referred to in Section 2(h) hereof are as follows:

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(i)Non-Disclosure and Non-Use of Confidential Information.  The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclo sure, use, copying or duplication of Confidential Information.

(ii)Non-Solicitation of the Company’s Employees, Clients, and Prospective Clients.  During the time of the Employee’s employment and for a period of 24 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage in any of the conduct described in paragraphs (A) and (B) below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a pub licly held corporation) or in any other capacity for any person, firm, partnership or corporation:

(A)hire, attempt to hire or assist any other person or entity in hiring or attempting to hire any current employee of the Company or any person who was a Company employee within the 6-month period preceding such hiring or attempted hiring;

(B)solicit, divert or cause a reduction in the business or patronage of any Client or Prospective Client.

(iii)Non-Competition.  During the time of the Employee’s employment and for a period of 12 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, either directly or indirectly, as an employee, agent, contractor, consultant, partner, member, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly traded corporation), wherever the Company is marketing or providing its services or products, participate in any activity as, or for, a Competitor of the Company which is the same or similar to the activities in which the Employee was involved at the Company.

(c)Waiver of Recoupment.  Notwithstanding the foregoing, the Employee shall be released from (i) all of his or her obligations under Section 3(a) hereof in the event that a Change in Control occurs within three years prior to the Employment Termination Date, and (ii) some or all of his or her obligations under Section 3(a) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company’s Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discre tion, that such release is in the best interests of the Company.

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(d)Effect on Other Rights and Remedies.  The rights of the Company set forth in this Section 3 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 3(b) hereof.

(e)Reasonableness.  The Employee agrees that the terms and conditions set forth in this Section 3 are fair and reasonable and are reasonably required for the protection of the interests of the Company.  If, however, in any judicial proceeding any provision of this Section 3 is found to be so broad as to be unenforceable, the Employee and the Company agree that such provision shall be interpreted to be only so broad as to be enforceable.

4.   Registration of Units.

The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

5.   Certain Corporate Transactions.

In the event that the outstanding securities of any class then comprising the RSU Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term “RSU Shares,” as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the RSU Shares, or into or for which the RSU Shares are so increased, decrease d, exchanged or converted.

6.   Shareholder Rights.

The Employee shall have no rights of a shareholder with respect to RSU Shares subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Employee.

7.   Assignment of Award.

Except as otherwise permitted by the Committee, the Employee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Employee’s rights under and interest in this Award may be made by the Employee other than by will or by the laws of descent and distribution.

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8.   Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock units and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data, in electronic or other form, to employees of the Company and its subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any RSU Shares issued in settlement of the RSU; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data

(iv)request a list with the names and addresses of any potential recipients of the Data; and

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(v)under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.

9.   Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042; or

(b)by hand delivery or otherwise to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

10.   Withholding and Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant or settlement of the RSU pursuant to this Agreement (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the “Withholding Date”), then the Employee shall pay to the Company on the Withholding Date, the minimum aggregate amount that the Company and the Employer are so obligated to withhold, a s such amount shall be determined by the Company (the “Minimum Withholding Liability”), which payment shall be made by the automatic cancellation by the Company of a portion of the RSU Shares (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); provided that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon settlement of the RSU; and provided further, however, that the Employee may instead pay to the Company, by check or wire transfer delivered or made within one business day after the Withholding Date, an amount equal to or greater than the Minimum Withholding Liability.

(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee.

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11.   Stock Certificates.

Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award.  The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 11 have been complied with.

12.   Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Employee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

13.   Plan.

The RSU is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSU or of any of the Employee’s rights under this Agreement.  The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee.  Until the RSU is settled in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee.

14.   No Employment Guaranteed.

No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company or any of its subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company or any of its subsidiaries, (c) affect the right of the Employer to terminate the employment of the Employee, with or without cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan.  The Employee hereby acknowledges and agrees that the Employer may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Employer are parties to a written employment agreement that expressly p rovides otherwise.

15.   Nature of Company Restricted Stock Unit Grants.

The Employee acknowledges and agrees that:

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(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;

(b)the Company grants RSUs voluntarily and on an occasional basis, and the receipt of the RSU by the Employee does not create any contractual or other right to receive any future grant of RSUs, or any benefits in lieu of a grant of RSUs;

(c)all decisions with respect to future grants of RSUs by the Company will be made in the sole discretion of the Company;

(d)the Employee is voluntarily participating in the Plan; and

(e)the future value of the RSU is unknown and cannot be predicted with certainty.

16.   Governing Law; Consent to Jurisdiction.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.  Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts.  If the Employee has received this or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.

17.   Entire Agreement; Amendment and Waivers.

This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.  None of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation.  A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.

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18.   Section 409A Compliance.

Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).

Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes.  In particular:

(a)if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and

(b)if all or any part of such RSU Share has been converted into cash pursuant to Section 5 hereof, then:

(i)upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay Period commences, compounded annually; and

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(ii)the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b).  Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee.  The trust shall provide for distr ibution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes.  The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 18.

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EX-10.11

EXHIBIT 10.11

COMPUTER SCIENCES CORPORATION

EMPLOYEE INCENTIVE PLAN

PERFORMANCE BASED RESTRICTED STOCK UNIT

ADDITIONAL TERMS AND CONDITIONS AGREEMENT

This Performance Based Restricted Stock Unit Additional Terms and Conditions Agreement (“Agreement”) has been incorporated by reference into the Award Agreement and, by signing the Award Agreement, the Employee has acknowledged and agreed to the additional terms and conditions contained herein.  This Agreement and the Award Agreement are collectively referred to as the “Agreement” herein.

1.Definitions.

This Award is subject to all of the terms, conditions and provisions of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee.  Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan and/or the Award Agreement.  For purposes of this Agreement:

(a)“Applicable Restrictive Period” shall mean, with respect to each Settlement Date, the period set forth in Section 3(b)(i), (ii) or (iii) hereof, respectively.

(b)“Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for p erformance of services has been delivered to the Employee in writing by the Employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(c)“Change in Control” shall mean the consummation of a “change in the ownership” of Computer Sciences Corporation, a “change in effective control” of Computer Sciences Corporation or a “change in the ownership of a substantial portion of the assets” of Computer Sciences Corporation, in each case, as defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

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(d)“Client” means any client with respect to whom the Employee provided services, on behalf of whom the Employee transacted business, or with respect to whom the Employee possessed Confidential Information during the 12-month period preceding each of (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) and (ii) the date of the termination of the Employee’s employment with the Company for any reason.

(e)“Competitor” means an individual, business or any other entity or enterprise engaged or having publicly announced its intent to engage in business that is substantially similar to the Company’s business. For purposes of this Agreement, the parties specifically agree that: the Company is engaged in the business of providing technology-enabled solutions and services; that the Company’s capabilities include, but are not limited to, system design and integration, information technology and business process outsourcing, applications software development, Web and appli cation hosting, mission support and management consulting; and that the Company actively solicits business and services clients located throughout the United States and the world.  A non-exhaustive list of the Company’s Competitors includes Accenture, Xerox/ACS, HP/EDS, General Dynamics, IBM, L-3 Communications, Lockheed Martin, Northrop Grumman, Dell/Perot Systems, SAIC, Oracle/Sun Microsystems, Unisys Corporation, Infosys, WiPro, Tata, Cognizant, or any subsidiary or affiliate thereof.

(f)“Confidential Information” means all Company trade secrets, patents, copyrights, confidential or proprietary business information and data, sales and financial data, pricing information, manufacturing and distribution methods, information relating to the Company’s business plans and strategies including, but not limited to, customers and/or prospects, or lists thereof, marketing plans and procedures, research and development plans, methods of doing business, both technical and non-technical, information relating to the design, architecture, flowcharts, source or object code and documentation of any and all computer software products which the Company has developed, acquired or licensed or is in the process of developing, acquiring or licensing or shall develop, acquire or license in the future, hardware and database technologies or technological information, formulae, designs, process and systems information, intellectual property rights, and any other confidential or proprietary information which relates to the business of the Company or to the business of any client or vendor of the Company or any other party with whom the Company agrees to hold information in confidence, whether patentable, copyrightable or protectable as trade secrets or not.  Confidential Information does not include information which is (i) already known by the Employee without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the Employee, (iii) rightfully received from a third party without an obligation of confidentiality, (iv ) disclosed without similar restrictions by the Company to a third party (other than an affiliate or customer of the Company), or (v) approved by the Company, in writing, for disclosure.

(g)“Disability” shall mean the Employee has become “disabled,” as such term is defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

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(h)“Dividend Equivalents” shall mean, with respect to each RSU Share being delivered by the Company upon settlement of the RSU, or cancelled by the Company in payment of withholding taxes, an amount in cash equal to the aggregate amount of all regular cash dividends paid on a share of Common Stock during the period between the Grant Date and the date of such settlement or cancellation, together with interest thereon at the rate credited to amounts deferred under the Company’s Deferred Compensation Plan, as such rate may be changed from time to time.

(i)“Employer” shall mean the Employee’s employer.

(j)The “Fair Market Value” of an RSU Share on any date shall be equal to the last sale price, regular way, of a share of Common Stock on such date (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or a dmitted to trading on such securities exchange.

(k)“Prospective Client” means any individual or enterprise who is not a Client but with whom the Company was in active business discussions or negotiations at any time during either (i) the date the Employee engages in an act described in Section 3(b)(ii)(B) or (ii) the 12-month period preceding the termination of the Employee’s employment with the Company for any reason and in each case whose identity became known to the Employee in connection with the Employee’s relationship with or employment by the Company.

(l)“Scheduled Settlement Date” shall mean the date that is as soon as practicable after the date upon which the Company files with the U.S. Securities and Exchange Commission the Company’s Annual Report on Form 10-K for Fiscal Year 3 and calculates the performance results for the performance period pursuant to Appendix A, but in no event later than March 15 of the calendar year following the calendar year in which Fiscal Year 3 ends.

(m)“Settlement Date” shall mean, with respect to each RSU Share, the date upon which the RSU was settled by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as hereinafter defined).

(n)“RSU Shares” shall mean the number of shares of Common Stock to be delivered upon settlement of the RSU.

2.   Settlement Date for RSU.

(a)The number of RSU Shares delivered in settlement of this Award shall be between 0% and 200%, inclusive, of the number of Target Units and, except as otherwise provided in this Agreement, shall be determined by the Committee pursuant to Appendix A to this Agreement based on the Company’s performance during FY20___ (“Fiscal Year 1”), FY20___ and FY20___ (“Fiscal Year 3”).  Dividend Equivalents will be paid with respect to such RSU Shares delivered in settlement at the same time as the RSUs are settled.

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(b)Except as otherwise provided in this Agreement, the RSU shall be settled on the Scheduled Settlement Date.

(c)Termination of Employment at Age 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination.  If, prior to the Scheduled Settlement Date:

(i)the Employee’s status as an employee of the Company or any of its subsidiaries is terminated after the end of Fiscal Year 1 at age 62 or older for no reason, or for any reason other than Cause, death or Disability, and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of employment status; or

(ii)the Employee’s status as an employee of the Company or any of its subsidiaries is terminated at any time during the term of the Award and such termination is specifically approved by the Committee for purposes of this Section 2(c),

then, the Company shall settle the RSU in accordance with Appendix A to this Agreement, without pro ration, on the Scheduled Settlement Date.

(d)Death or Disability.  If, prior to the Scheduled Settlement Date, the Employee’s status as an employee of the Company or any of its subsidiaries is terminated by reason of the death or Disability of the Employee, then, one calendar month after the Employee’s status as an employee of the Company or its subsidiaries is terminated (the “Employment Termination Date”) the Company shall settle the RSU in full by delivering a pro-rated amount of the Target Units, with such pro-ration based on the Employee’s period of service during the performan ce period.

(e)Cancellation of RSU upon Other Termination of Employment.  If, prior to the last day of Fiscal Year 3, the Employee’s status as an employee of the Company or any of its subsidiaries is voluntarily or involuntarily terminated other than pursuant to Section 2(c) or (d) hereof, then the RSU and all related Dividend Equivalents shall automatically be cancelled as of the close of business on the Employment Termination Date.

(f)Change in Control.  Upon a Change in Control (i) the Company shall settle the RSUs in full, without pro ration; and (ii) the number of RSU Shares and related Dividend Equivalents to be delivered upon such settlement shall be equal to the number of Target Units.

(g)Recoupment and Forfeiture.  Settlement of all or a portion of the Award pursuant to this Section 2 is subject to the forfeiture provisions of this Section 2 and recoupment by the Company pursuant to Section 3.

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3.   Recoupment and Forfeiture.

(a)Refund of Stock Value; Forfeiture of RSUs.

(i)Refund of Stock Value.  If the Employee breaches any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof during the Applicable Restrictive Period for any Settlement Date, then, if the RSU was settled within the one year period prior to the occurrence of such event, the Employee shall immediately deliver to the Company an amount in cash equal to the (i) aggregate Fair Market Value, determined as of such Settlement Date, of all RSU Shares which were delivered to the Employee or cancelled in payment of Taxes on such Settlement Date and (ii) Dividend Equ ivalents paid to the Employee in respect of the RSU Shares.

(ii)Forfeiture of RSUs.  If the Employee breaches any of the covenants set forth in Section 3(b)(i), (ii) or (iii) hereof prior to the Settlement Date for the RSU, the RSU shall be terminated and forfeited.

(b)Triggering Events.  The events referred to in Section 2(g) hereof are as follows:

(i)Non-Disclosure and Non-Use of Confidential Information.  The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclo sure, use, copying or duplication of Confidential Information.

(ii)Non-Solicitation of the Company’s Employees, Clients, and Prospective Clients.  During the time of the Employee’s employment and for a period of 24 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, engage in any of the conduct described in paragraphs (A) and (B) below, either directly or indirectly, individually or as an employee, agent, contractor, consultant, member, partner, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a pub licly held corporation) or in any other capacity for any person, firm, partnership or corporation:

(A)hire, attempt to hire or assist any other person or entity in hiring or attempting to hire any current employee of the Company or any person who was a Company employee within the 6-month period preceding such hiring or attempted hiring;

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(B)solicit, divert or cause a reduction in the business or patronage of any Client or Prospective Client.

(iii)Non-Competition.  During the time of the Employee’s employment and for a period of 12 months thereafter, the Employee shall not, without the express, prior written consent of the Company’s General Counsel, either directly or indirectly, as an employee, agent, contractor, consultant, partner, member, officer, director or stockholder (other than as a stockholder of less than 5% of the equities of a publicly traded corporation), wherever the Company is marketing or providing its services or products, participate in any activity as, or for, a Competitor of the Company which is the same or similar to the activities in which the Employee was involved at the Company.

(c)Waiver of Recoupment.  Notwithstanding the foregoing, the Employee shall be released from (i) all of his or her obligations under Section 3(a) hereof in the event that a Change in Control occurs within three years prior to the Employment Termination Date, and (ii) some or all of his or her obligations under Section 3(a) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company’s Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discre tion, that such release is in the best interests of the Company.

(d)Effect on Other Rights and Remedies.  The rights of the Company set forth in this Section 3 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 3(b) hereof.

(e)Reasonableness.  The Employee agrees that the terms and conditions set forth in this Section 3 are fair and reasonable and are reasonably required for the protection of the interests of the Company.  If, however, in any judicial proceeding any provision of this Section 3 is found to be so broad as to be unenforceable, the Employee and the Company agree that such provision shall be interpreted to be only so broad as to be enforceable.

4.   Registration of Units.

The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

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5.   Certain Corporate Transactions.

In the event that the outstanding securities of any class then comprising the RSU Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term “RSU Shares,” as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the RSU Shares, or into or for which the RSU Shares are so increased, decrease d, exchanged or converted.

6.   Shareholder Rights.

The Employee shall have no rights of a shareholder with respect to RSU Shares subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Employee.

7.   Assignment of Award.

Except as otherwise permitted by the Committee, the Employee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Employee’s rights under and interest in this Award may be made by the Employee other than by will or by the laws of descent and distribution.

8.   Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock units and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data, in electronic or other form, to employees of the Company and its subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

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(iii)transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any RSU Shares issued in settlement of the RSU; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data

(iv)request a list with the names and addresses of any potential recipients of the Data; and

(v)under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.

9.   Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042; or

(b)by hand delivery or otherwise to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

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10.   Withholding and Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant or settlement of the RSU pursuant to this Agreement (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the “Withholding Date”), then the Employee shall pay to the Company on the Withholding Date, the minimum aggregate amount that the Company and the Employer are so obligated to withhold, a s such amount shall be determined by the Company (the “Minimum Withholding Liability”), which payment shall be made by the automatic cancellation by the Company of a portion of the RSU Shares (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); provided that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon settlement of the RSU; and provided further, however, that the Employee may instead pay to the Company, by check or wire transfer delivered or made within one business day after the Withholding Date, an amount equal to or greater than the Minimum Withholding Liability.

(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee.

11.   Stock Certificates.

Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award.  The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 11 have been complied with.

12.   Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Employee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

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13.   Plan.

The RSU is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSU or of any of the Employee’s rights under this Agreement.  The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee.  Until the RSU is settled in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee.

14.   No Employment Guaranteed.

No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company or any of its subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company or any of its subsidiaries, (c) affect the right of the Employer to terminate the employment of the Employee, with or without cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan.  The Employee hereby acknowledges and agrees that the Employer may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Employer are parties to a written employment agreement that expressly p rovides otherwise.

15.   Nature of Company Restricted Stock Unit Grants.

The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;

(b)the Company grants RSUs voluntarily and on an occasional basis, and the receipt of the RSU by the Employee does not create any contractual or other right to receive any future grant of RSUs, or any benefits in lieu of a grant of RSUs;

(c)all decisions with respect to future grants of RSUs by the Company will be made in the sole discretion of the Company;

(d)the Employee is voluntarily participating in the Plan; and

(e)the future value of the RSU is unknown and cannot be predicted with certainty.

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16.   Governing Law; Consent to Jurisdiction.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.  Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts.  If the Employee has received this or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.

17.   Entire Agreement; Amendment and Waivers.

This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.  None of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation.  A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.

18.   Section 409A Compliance.

Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).

Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes.  In particular:

(a)if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and

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(b)if all or any part of such RSU Share has been converted into cash pursuant to Section 5 hereof, then:

(i)upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay Period commences, compounded annually; and

(ii)the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b).  Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee.  The trust shall provide for distr ibution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes.  The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 18.

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Appendix A

PERFORMANCE MATRIX

The number of RSU Shares to be delivered upon settlement of the RSU on the Scheduled Settlement Date, expressed as a percentage of the Target Units, will be determined by the Committee based upon the Company’s performance during Fiscal Years 20__-20__ pursuant to the performance matrix set forth below.

In determining the number of RSU Shares, performance criteria shall be adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment (other than provisions for operating losses or income during the phase-out period), unusual or infrequently occurring events or transactions that have been publicly disclosed and the cumulative effects of changes in accounting principles, all as determined in accordance with U.S. GAAP.

The Committee may not waive the achievement of the applicable performance goals, and may not increase or decrease the number of RSU Shares determined under the performance matrix set forth below, except for those adjustments described in the preceding paragraph.

Revenue performance will be measured against the performance of a Peer Index of companies in the commercial and public sectors.

The commercial sector companies are:

1.   Accenture Ltd.

2.   Automatic Data Processing, Inc.

3.   ATOS Origin

4.   Cap Gemini

5.   CGI Group, Inc.

6.   Cognizant Technology Solutions Corp.

7.   Convergys Corporation

8.   Deutsche TeleKom-Systems Solutions

9.   HP Services (EDS)

10.   IBM Global Services

11.   Siemens – IT Solutions and Services

12.   Syntel Inc

13.   TCS

14.   Unisys – Services

15.   Wipro Ltd.

The public sector companies are:

1.   Boeing - Global Services and Support

2.   CACI International Inc.

3.   Dynamics Research Corp

4.   General Dynamics Corp. – Information Systems and Technology

5.   L-3 Communications Holdings Inc. – Government Services, Aircraft Modernization and Maintenance

6.   Lockheed Martin – Information Systems & Global Services

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7.   ManTech International

8.   MAXIMUS, Inc.

9.   NCI, Inc.

10.   Northrop Grumman – Information Systems, Technical Services

11.   Raytheon – Intelligence and Information Systems

12.   Technical Services, Network Centric Systems

13.   SAIC, Inc.

14.   SRA International Inc

15.   Stanley, Inc.

Calculations under, and changes and adjustments to, the Index are subject to approval of the Committee.

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EX-10.12

EXHIBIT 10.12

COMPUTER SCIENCES CORPORATION

EMPLOYEE INCENTIVE PLAN

CAREER SHARES RESTRICTED STOCK UNIT

ADDITIONAL TERMS AND CONDITIONS AGREEMENT

This Career Shares Restricted Stock Unit Additional Terms and Conditions Agreement (“Agreement”) has been incorporated by reference into the Award Agreement and, by signing the Award Agreement, the Employee has acknowledged and agreed to the additional terms and conditions contained herein.  This Agreement and the Award Agreement are collectively referred to as the “Agreement” herein.

1.Definitions.

This Award is subject to all of the terms, conditions and provisions of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee.  Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan and/or the Award Agreement.  For purposes of this Agreement:

(a)“Cause” shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee’ ;s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.

(b)“Change in Control” shall mean the consummation of a “change in the ownership” of Computer Sciences Corporation, a “change in effective control” of Computer Sciences Corporation or a “change in the ownership of a substantial portion of the assets” of Computer Sciences Corporation, in each case, as defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

(c)“Disability” shall mean the Employee has become “disabled,” as such term is defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

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(d)“Dividend Equivalents” shall mean, with respect to each RSU Share being delivered by the Company upon settlement of the RSU, or cancelled by the Company in payment of withholding taxes, an amount in cash equal to the aggregate amount of all regular cash dividends paid on a share of Common Stock during the period between the Grant Date and the date of such settlement or cancellation, together with interest thereon at the rate credited to amounts deferred under the Company’s Deferred Compensation Plan, as such rate may be changed from time to time.

(e)“Employer” shall mean the Employee’s employer.

(f)The “Fair Market Value” of an RSU Share on any date shall be equal to the last sale price, regular way, of a share of Common Stock on such date (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on such securities exchange.

(g)“Retirement Date” shall mean the date that the Employee’s status as an employee of the Company or any of its subsidiaries is terminated, provided that on such date either (i) the Employee is age 65 or older, or (ii) the Employee is age 55 or older and shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous employee of the Company or its subsidiaries for at least 10 years immediately prior thereto, or (iii) such termination has been specifically approved by the Committee as a “retirement” for purposes of this Agreement.

(h)“Settlement Date” shall mean, with respect to each RSU Share, the date upon which the RSU was settled by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as hereinafter defined).

(i)“RSU Shares” shall mean the number of shares of Common Stock to be delivered upon settlement of the RSU.

(j)“Trading Day” shall mean a day that the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is open.

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2.   Settlement Date for RSU.

(a)The RSU shall be settled by the Company delivering to the Employee (or after the Employee's death, the beneficiary designated by the Employee for such purpose), on the Settlement Dates indicated below, the number of shares of Common Stock indicated below across from such dates, together with Dividend Equivalents.

Shares1                                           Settlement Date

10% of RSU Shares                                1st Anniversary of the Retirement Date

10% of RSU Shares                                2nd Anniversary of the Retirement Date

10% of RSU Shares                                3rd Anniversary of the Retirement Date

10% of RSU Shares                                4th Anniversary of the Retirement Date

10% of RSU Shares                                5th Anniversary of the Retirement Date

10% of RSU Shares                                6th Anniversary of the Retirement Date

10% of RSU Shares                                7th Anniversary of the Retirement Date

10% of RSU Shares                                8th Anniversary of the Retirement Date

10% of RSU Shares                                9th Anniversary of the Retirement Date

10% of RSU Shares                                10th Anniversary of the Retirement Date

(b)Death or Disability.

(i)Notwithstanding anything to the contrary in this Agreement, if the Employee shall die at any time prior to the settlement in full of the RSU, then, one calendar month after such death, all unsettled RSUs shall be settled.

(ii)If, prior to the Retirement Date, the Employee’s status as an employee of the Company or any of its subsidiaries is terminated by reason of the Disability of the Employee, then, one calendar month after such employment termination date, the Company shall complete the settlement in full of the RSU.

(c)Cancellation of RSU upon Other Termination of Employment.  If, prior to the Retirement Date, the Employee’s status as an employee of the Company or any of its subsidiaries is voluntarily or involuntarily terminated other than by reason of the death or Disability of the Employee, then the RSU and all related Dividend Equivalents shall automatically be cancelled as of the close of business on such employment termination date.

(d)Change in Control.  Notwithstanding anything to the contrary in this Agreement, if there is a Change in Control at any time prior to the settlement in full of the RSU, then, upon the Change in Control, the RSU shall be settled in full.

 

1 Confirm that 10% of RSU shares are settled each year.

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(e)Cancellation of RSU after Retirement Date.  After the Retirement Date but prior to the earlier of (1) the settlement in full of the RSU or (2) a Change in Control, the RSU and all related Dividend Equivalents may be cancelled if, in the judgment of the Board of Directors of the Company, upon the advice of counsel, the Employee, directly or indirectly:

(i)breaches any obligation to the Company under any agreement relating to assignment of inventions, disclosure of information or data, or similar matters; or

(ii)competes with the Company, or renders competitive services (as a director, officer, employee, consultant or otherwise) to, or owns more than a 5% interest in, any person or entity that competes with the Company; or

(iii)solicits, diverts or takes away any person who is an employee of the Company or advises or induces any employee to terminate his or her employment with the Company; or

(iv)solicits, diverts or takes away any person or entity that is a customer of the Company, or advises or induces any customer or potential customer not to do business with the Company; or

(v)discloses to any person or entity other than the Company, or makes any use of, any information relating to the technology, know how, products, business or data of the Company or its subsidiaries, suppliers, licensors or customers, including but not limited to the names, addresses and special requirements of the customers of the Company.

3.   Registration of Units.

The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

4.   Certain Corporate Transactions.

In the event that the outstanding securities of any class then comprising the RSU Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term “RSU Shares,” as used in this Agreement, shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the RSU Shares, or into or for which the RSU Shares are so increased , decreased, exchanged or converted.

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5.   Shareholder Rights.

The Employee shall have no rights of a shareholder with respect to RSU Shares subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Employee.

6.   Assignment of Award.

Except as otherwise permitted by the Committee, the Employee’s rights under the Plan and this Agreement are personal; no assignment or transfer of the Employee’s rights under and interest in this Award may be made by the Employee other than by will or by the laws of descent and distribution.

7.   Data Privacy.

(a)In order to implement, administer, manage and account for the Employee’s participation in the Plan, the Company and/or the Employer may:

(i)collect and use certain personal data regarding the Employee, including, without limitation, the Employee’s name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock units and other stock based incentives granted, awarded or sold to the Employee by the Company (collectively, the “Data”);

(ii)transfer the Data, in electronic or other form, to employees of the Company and its subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee’s country or in other countries that may have different data privacy laws and protections than the Employee’s country;

(iii)transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any RSU Shares issued in settlement of the RSU; and

(iv)retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee’s participation in the Plan.

(b)The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee’s participation in the Plan.

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(c)The Employee understands that by contacting his or her local human resources representative, the Employee may:

(i)view the Data;

(ii)correct any inaccurate information included within the Data;

(iii)request additional information regarding the storage and processing of the Data

(iv)request a list with the names and addresses of any potential recipients of the Data; and

(v)under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.

8.   Notices.

Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be:

(a)by registered or certified United States mail, postage prepaid, to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042; or

(b)by hand delivery or otherwise to Computer Sciences Corporation, Attn: Corporate Secretary, 3170 Fairview Park Drive, Falls Church, VA 22042.

Any notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the Company to the Employee, five days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified at the end of this Agreement or at such other address as the Employee hereafter designates by written notice to the Company.

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9.   Withholding and Taxes.

(a)If the Company and/or the Employer are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant or settlement of the RSU pursuant to this Agreement (collectively, “Taxes”), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the “Withholding Date”), then the Employee shall pay to the Company on each such Withholding Date, the minimum aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Compan y (the “Minimum Withholding Liability”), which payment shall be made by the automatic cancellation by the Company of a portion of the RSU Shares (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); provided that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon settlement of the RSU; and provided further, however, that the Employee may instead pay to the Company, by check or wire transfer delivered or made within one business day after the Withholding Date, an amount equal to or greater than the Minimum Withholding Liability.

(b)The Employee acknowledges that neither the Company nor the Employer has made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee.

10.   Stock Certificates.

Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award.  The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 10 have been complied with.

11.   Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Employee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

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12.   Plan.

The RSU is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSU or of any of the Employee’s rights under this Agreement.  The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee.  Until the RSU is settled in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee.

13.   No Employment Guaranteed.

No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company or any of its subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company or any of its subsidiaries, (c) affect the right of the Employer to terminate the employment of the Employee, with or without cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan.  The Employee hereby acknowledges and agrees that the Employer may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Employer are parties to a written employment agreement that e xpressly provides otherwise.

14.   Nature of Company Restricted Stock Unit Grants.

The Employee acknowledges and agrees that:

(a)the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;

(b)the Company grants RSUs voluntarily and on an occasional basis, and the receipt of the RSU by the Employee does not create any contractual or other right to receive any future grant of RSUs, or any benefits in lieu of a grant of RSUs;

(c)all decisions with respect to future grants of RSUs by the Company will be made in the sole discretion of the Company;

(d)the Employee is voluntarily participating in the Plan; and

(e)the future value of the RSU is unknown and cannot be predicted with certainty.

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15.   Governing Law; Consent to Jurisdiction.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.  Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts.  If the Employee has received this or any other document related to the Plan translated into a language other than English, and the translat ed version is different than the English version, the English version will control.

16.   Entire Agreement; Amendment and Waivers.

This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.  None of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation.  A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.

17.   Section 409A Compliance.

Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed).

Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes.  In particular:

(a)if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and

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(b)if all or any part of such RSU Share has been converted into cash pursuant to Section 4 hereof, then:

(i)upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Settlement Delay Period commences, compounded annually; and

(ii)the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b).  Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee.  The trust shall provide for distribution of amounts to the Employee in order to pay ta xes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 17, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes.  The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 17.

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EX-10.19

EXHIBIT 10.19

AMENDED AND RESTATED MANAGEMENT AGREEMENT

THIS AGREEMENT is made and entered into as of the 20th day of December, 2010, by and between Computer Sciences Corporation, a Nevada corporation (the “Company”), and Michael W. Laphen (“Executive”).

W I T N E S S E T H:

WHEREAS, Executive currently serves as the Company’s President and Chief Executive Officer, and as the Chairman of the Company’s Board of Directors (“Chairman”); and

WHEREAS, the Company desires to obtain the benefit of continued services by Executive as President and Chief Executive Officer, and as Chairman, and Executive desires to continue to render services to the Company; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to recognize the substantial contribution that Executive has made and is expected to continue to make to the Company’s business and to retain his services in the future; and

WHEREAS, Executive and the Company deem it to be in their respective best interests to enter into an agreement providing for the Company’s continued employment of Executive pursuant to terms herein stated, which terms include provisions for compensation and benefits to be paid or otherwise provided by the Company to Executive or his designated beneficiaries; and

WHEREAS, Executive and the Company have previously entered into that certain Management Agreement dated as of September 10, 2007 (the “Prior Agreement”), effective as of the 10th day of September 2007 (the “Effective Date”); and

WHEREAS, Executive and the Company desire to amend and restate the Prior Agreement;

NOW, THEREFORE, in consideration of the mutual promises and agreements herein, it is hereby agreed as follows:

1.Term of Employment; Duties.

(a)As used herein, the phrase “Term of Employment” shall mean the period commencing on the Effective Date and ending on the earliest to occur of the sixth anniversary of the Effective Date or the date of termination of the Executive’s employment in accordance with any one of Sections 6(а) through 6(е) below; provided, however, that the Term of Employment may be extended after t he sixth anniversary of the Effective Date, but only by action of the Company’s Board of Directors approving the terms and conditions of an offer of any such extension and giving written notice to Executive of such offer at least 60 days prior to the expiration of the then effective Term of Employment, followed by Executive’s acceptance of such offer within such time as may be provided by the Board as a condition of such offer.

(b)The Company hereby agrees to employ Executive as its Chief Executive Officer and as its Chairman, in each case, for the Term of Employment, and Executive agrees to serve in these capacities with the duties and responsibilities customary to such positions in a company of the size and nature of the Company, protecting, encouraging and promoting the interests of the Company, and performing such other duties consistent with the offices held by Executive as may be reasonably assigned to him from time to time by the Board.  During the Term of Employment, Executive shall report solely and directly to the Board.

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(c)Executive shall devote all of his business time and attention to his duties on the Company’s behalf except for sick leave, vacations and approved leaves of absence; provided, however, that nothing shall preclude Executive from (i) managing his personal investments and affairs, (ii) participating in civic and nonprofit activities and (iii) participating as a member of the board of directors of such other companies as he may be invited and elected to serve with the consent of the Board of the Company, which consent shall not be unreasonably withheld; provided that in each case, the Executive shall not knowingly engage in activities inconsistent with the Company’s eth ics codes and other conflicts of interests policies in effect from time to time or which materially interfere with or adversely affect the performance of Executive’s duties under this Agreement and provided further, that Executive shall resign as a member of the board of directors of another company if so requested by the Board.

2.Compensation.

(a)Base Salary.  The Company agrees to pay to Executive as a minimum salary during the Term of Employment the sum of $1,000,000 per year, payable in accordance with the normal payroll procedure of the Company as in effect from time to time.  Executive shall be entitled to such increases (but no decreases) in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board.  Executive’s annual base salary rate, as in effect from time to time, is hereinafter referred to as the “Base Salary.&# 8221;

(b)Annual Incentive Awards.  Executive shall participate in the Company’s Annual Management Incentive Plan, and any successor plan, on terms and conditions that are appropriate to his positions and responsibilities at the Company and are no less favorable than those applying to other senior executive officers of the Company.  Executive’s target bonus under the Annual Management Incentive Plan for the Company’s fiscal year ending March 28, 2008 shall be equal to 200% of the Base Salary.  Executive’s target bonus under the Annual Management Incentive Plan (or any successor plan) for subsequent years shall be determined for each such year by the Compensation Committee of the Board but shall not be less than 200% of Base Salary.  Any annual incentive paid to Executive shall be in addition to the Base Salary and to any and all other benefits to which Executive is entitled as provided in this Agreement.  Payment of annual incentive awards shall be made at the same time that other senior executive officers of the Company receive their incentive awards.

(c)Long-Term Incentive Programs.  Executive shall participate in the equity and other long-term incentive compensation plans generally available to other senior executive officers of the Company from time to time on terms and conditions that are appropriate to his positions and responsibilities at the Company and are no less favorable than those generally applicable to such other senior executive officers.

3.Employee Benefit Programs.  During the Term of Employment, Executive shall be entitled to participate in all employee pension and welfare benefit plans made available to the Company’s executive officers, as such plans may be in effect from time to time and on terms and conditions that are no less favorable than those generally applicable to other senior executive officers, including, without limitation, pension, profit sharing, savings and other retirement plans or programs, medical, dental, hospitalization, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection, travel accident insurance, and any welfare benefit plans for senior executive officers that may be sponsored by the Company from time to time, including any retirement or welfare plans that supplement the above-listed types of plans, whether funded or unfunded.

4.Supplemental Pension Benefit.  Notwithstanding Section 3 hereof, Executive shall be entitled to participate in the Company’s Supplemental Executive Retirement Plan, amended and restated as of February 14, 2006 (“SERP”), or such successor or amended plan(s) as shall be adopted from time

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to time.  Executive shall not be required to participate in any successor to the SERP if such successor plan fails to contain terms and conditions applicable to Executive that are no less favorable than those applicable to other senior executive officers of the Company, and he may instead provide the Company with his written election to remain as a participant in the SERP.

So long as Executive continues to participate in the SERP, in the event of Executive’s termination of employment on account of (1) Disability, (2) the Company’s termination of Executive’s employment without Cause, or (3) Executive’s resignation from employment either for Good Reason or with the consent of the Board, Executive’s additional benefits under Part B of the SERP (Article XXIII(b)) shall be calculated as if Executive had attained the lesser of (a) age 62 or (b) Executive’s actual age plus three (3) years at the time of such termination of employment, and Executive’s benefits as thus determined shall be fully vested.  The preceding sentence shall not be required to apply to the determination of Executive’s benefits under any successor or replacement plan(s) for the SERP as the Compa ny may adopt in the future.

5.Perquisites, Vacations and Reimbursement of Expenses.  During the Term of Employment:

(a)The Company shall furnish Executive with, and Executive shall be allowed full use of, office facilities, automobiles, secretarial and clerical assistance and other Company property and services commensurate with his position and of at least comparable quality, nature and extent to those made available to other senior executive officers of the Company from time to time;

(b)Executive shall be allowed vacations and leaves of absence with pay on a basis no less favorable than that applicable to other senior executive officers of the Company;

(c)The Company shall reimburse Executive for reasonable business expenses incurred by Executive in the performance of his duties hereunder, such reimbursements to be effected in accordance with normal Company reimbursement procedures from time to time in effect; and

(d)The Company shall continue to provide use of the Company’s aircraft at the Company’s expense for Executive’s business use in accordance with the Company’s policies in effect from time to time.  In addition, it being recognized that some of Executive’s personal travel using the Company’s aircraft may be required for purposes for security and/or ensuring Executive’s availability for the demands of the Company’s business, the Company shall permit the use of the Company’s aircraft at the Company’s expense for reasonable personal use by Executive and accompanying family members.  Income will be imputed to Executive for any such personal use in accordance with applicable tax law.  Executive will not receive a tax gross-up on any such imputed income.

6.Termination of Employment.  The rights and obligations of Executive and the Company in the event of Executive’s employment termination following a change of control, as defined in the Company’s Severance Plan for Senior Management and Key Employees, as amended and restated effective October 28, 2007, or such amended or successor plan then in effect (the “Severance Plan”) shall be governed exclusively by the Severance Plan, except as the terms thereof are specifically modified by this Section below.  The Company hereby acknowledges that Executive shall from and after the Effective Date be designated as a member of Group A under the terms of the Severance Plan.  No further payment or benefit shall be made or granted under this Agreement in the event Executive becomes entitled to severance benefits under the terms of the Severance Plan.  If Executive becomes entitled to receive benefits under the Severance Plan, then notwithstanding any provision of the Severance Plan to the contrary,

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(x) any amount which would otherwise have been paid pursuant to Section 6(d)(1)(ii) on account of Executive’s termination of employment under circumstances entitling Executive to receive benefits under Section 6(d)(1)(ii), disregarding any requirement that Executive execute a release (the “Management Agreement Severance”) shall be paid at the time and in the form provided under Section 6(d)(1)(ii), and

(y) any amount the payment of which is deferred in order to comply with Section 409A of the Code, whether deferral occurs under Section 11 of the Severance Plan (or any similar provision of a successor plan) or under clause (x) above, shall, on or prior to the termination of employment, be placed in the trust as described in Section 11(c) of the Severance Plan until payment is made.

For clarity, the Management Agreement Severance shall not be subject to any provision otherwise providing lump sum payment under the Severance Plan.

(a)Termination Due to Death.  In the event that Executive’s employment is terminated due to his death, the Company’s payment obligations under this Agreement shall terminate, except that Executive’s estate or his beneficiaries, as the case may be, shall be entitled to the following:

(1)(i) the Base Salary through the date of termination (including accrued but unused vacation), (ii) any earned but unpaid portion of Executive’s annual incentive award provided for in Section 2(b) for the fiscal year preceding the year of termination, (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive pursuant to this Agreement or in accordance with Company policy prior to the date of Executive’s termination, and (iv) such employee benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company according to their terms (the amounts described in clauses (i) through (iv) of this Section 6(a )(1), reduced (but not below zero) by any amounts owed by Executive to the Company (such as the Company’s tax withholding obligations under any taxable compensation paid to Executive), being referred to as the “Accrued Rights”); and

(2)a pro rata annual incentive award provided for in Section 2(b) for the fiscal year in which Executive’s death occurs, based on the Company’s actual performance for the entire year and the number of calendar months during the fiscal year that Executive was employed prior to such termination (rounded up to the next whole month), payable at the time annual bonuses are paid for such fiscal year to executives of the Company generally; and

(3)in addition to Executive’s outstanding stock options, restricted stock and restricted stock units (“Stock Awards”) being administered in accordance with the terms of the written agreements setting forth the terms of each such Stock Award, in the event of Executive’s death at age 61 or younger, all unvested Stock Awards shall vest in their entirety, and Executive’s beneficiaries shall have a period of one (1) year (or the date of expiration, if earlier) to exercise an outstanding stock option.

A reduction to any amounts required to be provided or paid pursuant to Section 6(a)(1) that are subject to Section 409A (as defined in Section 17) shall not be effective until the amounts payable or provided to Executive under this Agreement sought to be reduced would otherwise have been paid to Executive pursuant to the terms of this Agreement.

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(b)Termination due to Disability.

(1)If, as a result of Executive’s incapacity due to physical or mental illness, accident or other incapacity (as determined by the Board in good faith, after consideration of such medical opinion and advice as may be available to the Board from medical doctors selected by Executive or by the Board or both separately or jointly), Executive shall have been absent from his duties with the Company on a full-time basis for six consecutive months and, within 30 days after written notice of termination thereafter given by the Company, Executive shall not have returned to the full-time performance of Executive’s duties, the Company or Executive may terminate Executive’ s employment for “Disability.”

(2)In the event that Executive’s employment is terminated due to Disability, he shall be entitled to the following benefits:

(i)the Accrued Rights; and

(ii)a pro rata annual incentive award provided for in Section 2(b) for the fiscal year in which Executive’s Disability occurs, based on the Company’s actual performance for the entire year and the number of calendar months during the fiscal year that Executive was employed prior to such termination (rounded up to the next whole month), payable at the time annual bonuses are paid for such fiscal year to executives of the Company generally;

(iii)in addition to Executive’s outstanding Stock Awards being administered in accordance with the terms of the written agreements setting forth the terms of each such Stock Award, in the event of Executive’s Disability at age 61 or younger constitutes a “Permanent Disability” as set forth in the terms of Executive’s stock option agreements, all unvested Stock Awards will continue to vest as if Executive had remained employed for the succeeding five (5) years, and Executive shall have a period of five (5) years (or the date of expiration, if earlier) to exercise an outstanding stock option.

(c)Termination by the Company for Cause.

(1)The Company shall have the right to terminate Executive’s employment at any time for Cause in accordance with this Section 6(c).

(2)For purposes of this Agreement, “Cause” shall mean:

(i)fraud, intentional misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates;

(ii)gross negligence, chronic neglect, willful malfeasance or gross misconduct in connection with Executive’s employment hereunder;

(iii)conviction or plea of guilty or nolo contendere of a felony or other crime involving moral turpitude;

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(iv)willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; provided that for clarity, a violation shall not be considered as willful or knowing where Executive has acted in a manner consistent with specific advice of outside counsel to the Company and such action is not a violation of U.S. federal, state or local law or the rules of any U.S.-based stock exchange on which securities of the Company are actively traded.

(v)failure to cooperate, if requested by the Board, with any investigation or inquiry into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; or

(vi)substantial and willful failure to render services in accordance with the terms of this Agreement (other than as a result of illness, accident, or other physical or mental incapacity) or other material breach of this Agreement.

(3)No termination of Executive’s employment by the Company for Cause shall be effective unless the provisions of this Section 6(с)(3) shall have been complied with and unless a majority of the members of the Board have duly voted to approve such termination.  Executive shall be given written notice by the Board of its intention to terminate him for Cause, which notice (A) shall state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based and (B) shall be given no later than ninety (90) days after the first meeting of the Board at which the Board became aware of the occurrence of the event giving rise to such grounds.  Executive shall have 30 days after receiving such notice in which to cure such grounds, to the extent such cure is possible.  If he fails to cure such grounds within such 30-day period, Executive’s employment with the Company shall thereupon be terminated for Cause.  If the Board determines in good faith that the grounds are not curable, Executive’s employment with the Company shall be terminated for Cause upon Executive’s receipt of written notice from the Board.

(4)In the event the Company terminates Executive’s employment for Cause, he shall be entitled to the Accrued Rights.

(d)Termination Without Cause or for Good Reason or With Board Consent.

(1)In the event (A) Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or (B) Executive terminates his employment for Good Reason or otherwise if the Board issues its consent to such termination, Executive shall be entitled to receive the Accrued Rights and, subject to (Х) Executive’s continued compliance with the provisions of Sections 11, 12 and 13 hereof and (Y) Executive’s execution and non-revocation of a release of claims substantially in the form attached hereto as Exhibit A, with such changes as may be required by chang es in applicable law, the following:

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(i)a pro rata annual incentive award provided for in Section 2(b) for the fiscal year in which Executive’s termination of employment occurs, based on the Company’s actual performance for the entire year and the number of calendar months during the fiscal year that Executive was employed prior to such termination (rounded up to the next whole month), payable at the time annual bonuses are paid for such fiscal year to executives of the Company generally;

(ii)a severance payment in an amount equal to 2 times the sum of (i) the Base Salary, as in effect immediately prior to the delivery of notice of termination, plus (ii) Executive’s target annual incentive award provided for in Section 2(b) for the fiscal year in which such termination occurs, payable in 24 equal monthly installments following Executive’s termination; and

(iii)if Executive elects to continue coverage under the Company’s medical, dental, and/or vision insurance plans pursuant to COBRA following termination of employment, the Company will pay Executive’s COBRA premiums for a period of 18 months following termination (or such shorter period that Executive is entitled to COBRA continuation coverage) and timely report the COBRA premiums as income to Executive; and

(iv)in addition to Executive’s outstanding Stock Awards being administered in accordance with the terms of the written agreements setting forth the terms of each such Stock Award, in the event of (1) Executive’s termination of employment by the Company without Cause (other than due to death or Disability), or (2) Executive terminates his employment for Good Reason or otherwise if the Board issues its consent to such termination, in either case at a time when Executive is age 61 or younger, then Executive shall have a period of two (2) years (or the date of expiration, if earlier) to exercise an outstanding stock option.  In the event that the terms “ Cause” and/or “Good Reason” are already defined in a particular Stock Award agreement, then the definition set forth in that agreement shall continue to apply for purposes of applying any severance provisions described in this Agreement to such Stock Award agreement.

(2)For purpose of this Agreement, Good Reason shall mean the occurrence of any of the following subsequent to the Effective Date of this Agreement without Executive’s consent:

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(i)the failure to elect or reelect Executive to the positions of Chairman and Chief Executive Officer or the removal of him from either such position;

(ii)the assignment to Executive of duties that are materially inconsistent with, or that materially impair his ability to perform, the duties customarily assigned to a Chairman and Chief Executive Officer of a corporation of the size and nature of the Company; or a change in the reporting structure so that Executive reports to someone other than the Board or is subject to the direct or indirect authority or control of a person or entity other than the Board;

(iii)any material breach by the Company of this Agreement;

(iv)conduct by the Company that would cause Executive to commit fraudulent acts or would expose Executive to criminal liability; or

(v)the Company fails to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the Company’s business or assets of the Company.

(3)No termination of Executive’s employment by Executive for Good Reason shall be effective unless the provisions of this Section 6(d)(3) shall have been complied with.  Executive shall give written notice to the Company of his intention to terminate his employment for Good Reason, which notice shall (i) state in detail the particular circumstances that constitute the grounds on which the proposed termination for Good Reason is based and (ii) be given no later than 90 days after the first occurrence of such circumstances.  The Company shall have 30 days after receiving such notice in which to cure such grounds.  If the Company fails to cure su ch grounds within such 30-day period, Executive’s employment with the Company shall thereupon terminate for Good Reason.

(4)The Company shall furnish to Executive within five (5) business days of termination of Executive’s employment the release required under Section 6(d)(1) and Executive must return the release and it must have become irrevocable before the eightieth (80th) day after Executive’s termination before any payments or benefits may be provided.  If the release is timely provided and is irrevocable on or before the eightieth (80th) day following Executive’s termination of employment, the benefits and amounts described in Section 6(d)(1) shall commence to be provided (and provided retroactively to the extent that the payment or benefit would otherwise ha ve been provided but for the requirement of the release) two (2) business days after the release is irrevocable but in any event not later than the ninetieth (90th) day after termination of Executive’s employment; provided that if the ninety (90) day period following the termination of Executive’s employment expires in the calendar year following the calendar year of the Executive’s termination of employment, payments and benefits will not commence earlier than the calendar year following termination of Executive’s employment.  If the Company fails to furnish the Executive the form of release timely, no release shall be required and Executive shall be treated as if he had timely executed and submitted the release and such release had become irrevocable on the tenth (10th) day after termination of Executive’s employment.  If Executive fails to submit the release timely enough so that it is irrevocable on or before the eightieth day following termination of emp loyment and the Company has complied with its obligation to furnish the form of release to Executive within five (5) business days of Executive’s termination of employment, then Executive shall not be entitled to receive any benefits  under Section 6(d)(1).

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(e)Voluntary Termination.  Executive shall have the right to terminate his employment with the Company at any time.  A voluntary termination shall mean a termination of employment by Executive on his own initiative, other than a termination due to death or Disability or for Good Reason, and if the Board does not issue its consent to such voluntary termination such that it is treated as if such voluntary termination were a resignation for Good Reason, then Executive’s voluntary termination shall have the same consequences as provided in Section 6(с)(4) for a termination for Cause.

(f)Expiration of Term of Employment.  In the event Executive’s employment with the Company terminates upon the expiration of the Term of Employment he shall be entitled to the Accrued Rights.

(g)Effect of Section 409А of the Code.  Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that any payments or benefits to be provided to Executive pursuant to this Section 6 are or may become subject to the additional tax under Section 409А(а)(1)(В) of the Internal Revenue Code of 1986, as amended (the &# 8220;Code”) or any other taxes or penalties imposed under Section 409А of the Code (“409А Taxes”) as applicable at the time such payments and benefits are otherwise required under this Agreement, then:  (i) such payments or benefits shall be delayed until the date that is six months after the date of Executive’s “separation from service” (as such term is defined under Section 409А of the Code) with the Company, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409А Taxes (the “Payments Delay Period”), and (ii) such payments (other than a delay in vesting of any Stock Award) shall be increased by an amount equal to interest on such payments for the Payments Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the “Merrill Lynch U.S. Corporate, A Rated, 15+ Yea rs Index” (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Payments Delay Period commences, compounded annually.

7.Indemnification and Insurance.

(a)The Company and Executive acknowledge that they are parties to an Indemnification Agreement, dated as of August 14, 2001, which agreement shall not be affected by this Agreement.

(b)The Company agrees that Executive shall continue to be covered as a named insured under the Company’s Directors’ and Officers’ liability insurance as applicable from time to time to the Company’s senior executive officers on terms and conditions that are no less favorable than those applying to such other senior executive officers.

8.No Mitigation; No Offset.  In the event of a termination of Executive’s employment for any reason, Executive shall not be required to seek other employment or to mitigate any of the Company’s obligations under this Agreement, and except as otherwise provided in this Agreement, no amount payable under Section 6 shall be reduced by (a) any claim the Company may assert against the Executive or (b) any compensation or benefits earned by Executive as a result of employment by another employer, self-employment or from any other source after such termination of em ployment with the Company.

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9.Designated Beneficiary.  In the event of the death of Executive while in the employ of the Company, or at any time thereafter during which amounts remain payable to Executive under Section 6 above, such payments shall thereafter be made to such person or persons as Executive may specifically designate (successively or contingently) to receive payments under this Agreement following Executive’s death by filing a written beneficiary designation with the Company during Executive’s lifetime.  Such beneficiary designation shall be in such form as may b e reasonably prescribed by the Company and may be amended from time to time or may be revoked by Executive pursuant to written instruments filed with the Company during his lifetime.  Beneficiaries designated by Executive may be any natural or legal person or persons, including a fiduciary, such as a trustee of a trust, or the legal representative of an estate.  Unless otherwise provided by the beneficiary designation filed by Executive, if all of the persons so designated die before Executive on the occurrence of a contingency not contemplated in such beneficiary designation, or if Executive shall have failed to provide such beneficiary designation, then the amount payable under this Agreement shall be paid to Executive’s estate.

10.Ethics.  During the Term of Employment, Executive shall be subject to the Company’s Code of Ethics and Standards of Conduct (the “Policies”), as the Policies may be updated from time to time, which Policies are set forth on the Corporate Governance page of the Company’s website (www.csc.com).  If for any reason an arbitrator, subject to judicial review as provided by law, or a court should determine that any provision of the Policies is unreasonable in scope or otherwise unenforceable, such provision shall be deemed modified and fully enforceable as so modified to the extent the arbitrator and any reviewing court determines what would be reasonable and enforceable under the circumstances.

11.Inventions.

(a)All inventions, discoveries, developments and improvements conceived or made by Executive, alone or with others, prior to Executive’s employment by the Company, or during Executive’s employment by the Company prior to the date of this Agreement but which Executive believes that he owns, are listed and described on Appendix B to this Agreement.  To the best of Executive’s knowledge this list is complete (or if no items are so listed, Executive has nothing to so disclose).  Executive understands that his failure to list any item will require that he demonstrate through clear, tangible and convincing evidence that he or his assigns own an ite m which the Company believes it owns.  If it is determined that Executive owns any unlisted item, and the Company has expended monies to develop it, the Company shall be entitled to the use of same without royalty payments to Executive or his assigns.

(b)Executive will promptly and fully inform the Company of all inventions, discoveries, developments and improvements that he may conceive, discover, develop or make during his employment, whether made solely or jointly with others, whether or not patentable, and whether or not such conception, discovery or making involves the use of the Company’s time, facilities, equipment or personnel (collectively, “Inventions”).  Executive acknowledges and agrees that all such Inventions relating to any work he performs for the Company or any business in which the Company is or intends to be engaged are “works for hire” under applicable law and shall b elong to the Company.  Executive further agrees to assign, and does hereby assign, to the Company all right, title and interest in and to any and all such Inventions and agrees to execute all documents deemed necessary or desirable by the Company in connection therewith, including patent and/or copyright assignments, and to cooperate both during and after his employment with the Company, at the Company’s expense, in all further actions deemed necessary or desirable to confirm, register, protect or enforce the Company’s right therein.  The Company and Executive acknowledges that the foregoing assignment does not include any invention unrelated to the Company’s business or research which meets the requirements of Section 2870 of the California Labor Code, or any successor provision thereto.

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12.Confidential Information and Trade Secrets.

(a)Executive acknowledges that the term “Confidential Information” as used in this Agreement means all items, materials and information (whether or not reduced to writing and whether or not patentable or copyrightable) which belong to the Company or which the Company’s suppliers or customers or clients have communicated to the Company in the course of the Company’s business, and which reflect, consist of or refer to:

(1)information technology; methods and processes; designs and formulations; the content or composition of goods or services; techniques; business strategies or operations; formulas; compilations of data or reports; plans; tools or equipment; inventions; know-how; technical disclosures, patent applications, blueprints or specifications; financial, marketing, sales, personnel or salary information; forms, legal documents or memoranda; software, computer programs or databases; any documents prepared by or on behalf of the Company or Company suppliers, customers or clients;

(2)information compiled, collected or developed by the Company reflecting the identities of those customers and clients of the Company which are not generally known outside the Company or whose relationship with the Company as a customer or client is not generally known outside the Company; characteristics of any customers or clients of the Company or of customer or client representatives, including without limitation product or service preferences or requirements, cost or price information for goods or services offered or sold, credit terms or credit performance, actual or likely order cycles, the nature of goods delivered or services performed, or research or development plans or activities;

(3)information compiled, collected, or developed by the Company reflecting identities of any suppliers of the Company which are not generally known outside the Company or whose relationship with the Company as a supplier is not generally known outside the Company; characteristics of any supplier of the Company, or supplier representatives, including without limitation cost or price information for goods or services offered or purchased, audit terms, the nature of goods delivered or service performed, product or service quality and reliability, delivery terms, or research or development plans or activities;

(4)prices, fees, discounts, selling techniques or distribution methods used by the Company; or

(5)any other confidential or proprietary information obtained directly or indirectly while employed by the Company.

(b)Executive acknowledges that the term “Trade Secret” as used in this Agreement means the whole or any portion or phrase of any scientific or technical or business information, including, but not limited to, any design, process, procedure or system, formula, improvement, or invention that (i) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of the Company’s reasonable efforts to maintain its secrecy.  In addition to information belonging to the Company, information furnished to the Company by other parties can be a Trade Secret.

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(c)The term “Confidential Information” includes information which may also be a Trade Secret, but does not include anything described above which is now generally known by parties other than the Company, its affiliates and employees, or becomes generally known, through no breach of this Section 12 on the part of Executive.

(d)Executive acknowledges that Confidential Information is and remains confidential regardless of whether or not any Company report or form or other document contains any statement regarding confidentiality.

(e)Executive agrees to hold all Confidential Information in confidence and to not use directly or indirectly, for Executive’s own benefit or the benefit of any other party, corporate or otherwise, or publish or cause to be published or otherwise disclose to anyone other than the Company or its designee, any Confidential Information or Trade Secrets except as compelled by law and except as required to conduct the Company’s business.

(f)Executive will, upon demand, and without demand immediately upon the termination of Executive’s employment, surrender to the Company any and all documents, including without limitation computer memory, reports and forms containing Confidential Information and any and all other business records, prototypes and materials which Executive may have created or received from the Company during Executive’s employment, or which pertain to the Company’s business, and all copies thereof, which are in Executive’s possession or control at the time of the demand or the termination of Executive’s employment, however made or obtained.

13.No Solicitation, No Interference, No Disparagement.  During Executive’s employment, and for a period of 24 months immediately following Executive’s employment termination (voluntary or otherwise), Executive agrees to honor the following representations:  (a) Executive shall not induce, or aid others to induce, any individual who is, or was during the 6 months preceding the time of the aid or inducement, employed by the Company or any of its subsidiaries to terminate his or her employment with the Company or any of its subsidiaries or do anything which violates any written employment agreement he or she may have with the Company or any of its subsidiaries, (b) in recognition of the status of information regarding compensation and other personnel information of Company employees as Confidential Information, Executive shall not solicit or aid others to solicit an individual who is, or was during the 6 months preceding the time of the solicitation, employed by the Company or any of its subsidiaries for, or offer to any such individual, competitive employment and (с) Executive agrees not to interfere with the business of the Company in any manner including, without limitation, inducing any consultant or independent contractor or customer or client of the Company to sever or diminish that person’s or entity’s relationship with the Company.  For a period of 24 months immediately following Executive’s employment termination (voluntary or otherwise), E xecutive agrees and represents that Executive shall not make any statement disparaging the Company, Company personnel and directors, or any product or service offered by the Company or any affiliate.

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Arbitration.

(a)In the event of any dispute between the parties concerning the validity, interpretation, enforcement or breach of this Agreement or in any way related to Executive’s Employee’s employment or any termination of such employment (including any claims involving any officers, managers, directors, employees, shareholders or agents of the Company) excepting only any rights the parties may have to seek injunctive relief, the dispute shall be resolved by final and binding arbitration administered by JAMS in Washington D.C. in accordance with the then existing JAMS Arbitration Rules and Procedures for Employment Disputes.  Resolution by arbitration, either in lieu of or after exhausting the procedures of Section 7 of the Severance Plan, shall be at the election of Executive with respect to any claim to which Section 7 of the Severance Plan shall apply.  In the event of such an arbitration proceeding, the parties shall select a mutually acceptable neutral arbitrator from among the JAMS panel of arbitrators.  In the event the parties cannot agree on an arbitrator, the Administrator of JAMS shall appoint an arbitrator.  Neither party nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties, except as may be compelled by court order.  Except as provided herein, the Federal Arbitration Act shall govern the interpretation and enforcement of such arbitration and all proceedings.  The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the Commonwealth of Virginia, or Federal law, or both, as applicable and the arbitrator is without jurisdiction to apply any different substantive law.  The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure.  The arbitrator shall render an award and a written, reasoned opinion in support thereof.  Judgment upon the award may be entered in any court having jurisdiction thereof.  The parties intend this arbitration provision to be valid, enforceable, irrevocable and construed as broadly as possible.  Pending the resolution of any dispute between the parties, the Company shall continue prompt payment of all amounts due to Executive under this Agreement and prompt provision of all benefits to which Executive is otherwise entitled.

(b)Costs of arbitration shall be borne by the Company.  Reasonable attorney fees and costs and the reasonable fees and costs of any experts incurred by Executive shall be borne and paid by the Company to the extent that Executive prevails on his claims.  Such fees and costs incurred by Executive shall be paid by the Company in advance of the final disposition of such claims, as such fees are incurred, upon receipt of an undertaking by Executive to repay such amounts to which it is determined that Executive is not entitled to retain because Executive was not determined to be in accordance with the Bylaws of the Company or applicable law.

(c)Notwithstanding the foregoing provisions of this Section 14, Executive and the Company agree that Executive or the Company may seek and obtain otherwise available injunctive relief in Court for any violation of obligations concerning confidential information or trade secrets that cannot adequately be remedied at law or in arbitration.

(d)If the Company terminates Executive’s employment hereunder or Executive terminates his employment alleging that such termination is for Good Reason, and if there is a dispute as to whether Executive is entitled to receive any payments and benefits provided under this Agreement, including the severance and other benefits set forth in Section 6(d)( 1), during the period of the dispute the Company shall continue to pay Executive his Base Salary and continue to provide Executive and his family with the benefits provided in Section 3, provided, however, that if the dispute is resolved against Executive, Executive agrees that he will promptly refund to the Company all payments he receives hereunder which he would not otherwise have been entitled to receive, plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly.  If the dispute is resolved in Executive’s favor, promptly after resolution of the dispute the Company shall pay Executive any amount that was withheld or not timely paid during the period of the dispute plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly.

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14.Notices.  For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, or delivered by private courier, as follows:  if to the Company -- Computer Sciences Corporation, 2100 East Grand Avenue, El Segundo, California 90245 Attention:  General Counsel; and if to Executive to the address of the Executive as it appears in the records of the Company.
60; Notice may also be given at such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

15.Miscellaneous.  This Agreement shall also be subject to the following miscellaneous provisions:

(a)The Company represents and warrants to Executive that it has the authorization, power and right to deliver, execute and fully perform its obligations under this Agreement in accordance with its terms.

(b)This Agreement and the Severance Plan contain a complete statement of all the agreements between the parties with respect to Executive’s employment by the Company, supersede all prior and existing negotiations and agreements between them concerning the subject matter thereof and can only be changed or modified pursuant to a written instrument duly executed by each of the parties hereto and stating an intention to change or modify this Agreement or the Severance Plan, as the case may be.  No waiver by either party of any breach by the other party of any condition or provision contained in this Agreement or the Severance Plan to be performed by such other party s hall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time.  Any waiver must be in writing and signed by Executive or an authorized officer of the Company, as the case may be.

(c)The provisions of this Agreement are severable and in the event that a court of competent jurisdiction determines that any provision of this Agreement is in violation of any law or public policy, in whole or in part, only the portions of this Agreement that violate such law or public policy shall be stricken.  All portions of this Agreement that do not violate any statute or public policy shall not be affected thereby and shall continue in full force and effect.  Moreover, if any of the provisions contained in this Agreement is determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject , it shall be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

(d)This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia except to the extent governed by Federal law, and shall be construed according to its fair meaning and not for or against any party.  Any dispute between the parties hereto arising out of or related to this Agreement not resolved pursuant to Section 14 will be heard and determined before an appropriate federal court located in the Eastern District of Virginia, or, if not maintainable therein, then in a state court in the location of Executive’s current or most recent primary residence in the Commonwealth of Virginia (determined at the time of a ny future dispute) and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts with respect to such disputes.

(e)All compensation payable hereunder shall be subject to such withholding taxes as may be required by law.

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(f)This Agreement shall be binding upon and inure to the benefit of the successors and assigns, of the Company.  No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.  The Company further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take commercially reasonable action in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder.  Except as expressly provided herein, Executive may not sell, transfer, assign, or pledge any of his rights or obligations pursuant to this Agreement.

(g)The rights of Executive hereunder shall be in addition to any rights Executive may otherwise have under any Company sponsored stock incentive plans or any grants or award agreements issued thereunder.  The provisions of this Agreement shall not in any way abrogate Executive’s rights under such stock incentive plans and underlying grants or award agreements.

(h)The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

(i)The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(j)Each of the parties agrees to execute, acknowledge, deliver and perform, and cause to be executed, acknowledged, delivered and performed, at any time and from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the provisions or intent of this Agreement.

(k)This Agreement may be executed in two or more counterparts each of which shall be legally binding and enforceable.

16.Section 409A.

(a)This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly.

(b)Each payment under this Agreement is intended to be compliant with or excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treasury Regulation § 1.409A-1(b)(9)(iii), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted or construed).

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(c)All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event.  Specifically, (i) the amount reimbursed or in-kind benefits provided under this Agreement during the Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), (ii) the reimbursement of an eligible expense shall be made o n or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, (iii) in the event that the provision of in-kind benefits requires the Company to impute income to Executive, the Company shall timely impute such income to Executive under applicable tax rules for the appropriate taxable year, and (iv) the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

		COMPUTER SCIENCES CORPORATION
MICHAEL W. LAPHEN
/s/ Michael W. Laphen		/s/ William L. Deckelman
	Name:	William L. Deckelman, Jr.
	Its:	Vice President, General Counsel and Secretary

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EXHIBIT А

RELEASE OF CLAIMS

Executive hereby irrevocably, fully and finally releases Computer Sciences Corporation, a Nevada corporation (the “Company”), its parent, subsidiaries, affiliates, directors, officers, agents and employees (“Releasees”) from all causes of action, claims, suits, demands or other obligations or liabilities, whether known or unknown, suspected or unsuspected, that Executive ever had or now has as of the time that Executive signs this release which relate to his hiring, his employment with the Company, the termination of his employment with the Company and claims asserted in shareholder derivative actions or shareholder class actions against the Company and its officers and Board, to the extent those derivative or class actions relate to the period during which Executive was employed by the Company.  The claims releas ed include, but are not limited to, any claims arising from or related to Executive’s employment with the Company, such as claims arising under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1974, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor Code, the Employee Retirement Income and Security Act of 1974 (except for any vested right Executive has to benefits under an ERISA plan), the state and federal Worker Adjustment and Retraining Notification Act, and the California Business and Professions Code; any other local, state, federal, or foreign law governing employment; and the common law of contract and tort.  In no event, however, shall any claims, causes of action, suits, demands or other obligations or liabilities be released pursuant to the foregoing if and to the extent they relate to:

(i)           any amounts or benefits to which Executive is or becomes entitled to pursuant to the provisions of his Amended and Restated Management Agreement with the Company dated as of December 20, 2010 (the “Agreement”);

(ii)           claims for workers’ compensation benefits under any of the Company’s workers’ compensation insurance policies or funds;

(iii)            claims related to Executive’s COBRA rights; and

(iv)            claims for indemnification to which Executive is or may become entitled, including but not limited to claims submitted to an insurance company providing the Company with directors and officers liability insurance.

Executive represents and warrants that he has not filed any claim, charge or complaint against any of the Releasees.

Executive intends that this release of claims cover all claims, whether or not known to Executive.  Executive further recognizes the risk that, subsequent to the execution of this release, Executive may incur loss, damage or injury which Executive attributes to the claims encompassed by this release.  Executive expressly assumes this risk by signing this release and voluntarily and specifically waives any rights conferred by California Civil Code section 1542 which provides as follows:

А general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor which if known by him or her must have materially affected his or her settlement with the debtor.

Executive also hereby waives any rights under the laws of the Commonwealth of Virginia or any other jurisdiction which Executive may otherwise possess that are comparable to those set forth under California Civil Code section 1542.

A-1

Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim by Executive that is covered by this release.

Executive acknowledges that he has been given at least 21 days in which to review and consider this release, although Executive is free to execute this release at any time within that 21-day period.  Executive acknowledges that he has been advised to consult with an attorney about this release.  Executive also acknowledges his understanding that if Executive signs this release, Executive will have an additional 7 days from the date that Executive signs this release to revoke that acceptance, which Executive may effect by means of a written notice sent to the General Counsel of the Company at the Company’s corporate headquarters.  If this 7-day period expires without a timely revocation, Executive acknowledges and agrees that this release will become final and effective on the eighth day following the date of Exe cutive’s signature, which eighth day will be the effective date of this release.

Executive acknowledges and agrees that his execution of this release is supported by independent and adequate consideration in the form of payments and/or benefits from the Company to which Executive would not have become entitled if he had not signed this release.

IN WITNESS WHEREOF, Executive has duly executed this release as of the day and year set forth below.

MICHAEL W. LAPHEN

Date:                                                                

A-2

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael W. Laphen, certify that:

1.I have reviewed this  quarterly report on Form 10-Q of Computer Sciences Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light  of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:  February 9, 2011	/s/ Michael W. Laphen
	Michael W. Laphen Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael J. Mancuso, certify that:

1. I have reviewed this  quarterly report on Form 10-Q of Computer Sciences Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light  of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this  report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:  February 9, 2011	/s/ Michael J. Mancuso
	Michael J. Mancuso Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, I, Michael W. Laphen, Chief Executive Officer of Computer Sciences Corporation (the Company), hereby certify that:

(1)  The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, (the Report) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 9, 2011
	Michael W. Laphen Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, I, Michael J. Mancuso, Vice President and Chief Financial Officer of Computer Sciences Corporation (the Company), hereby certify that:

(1)  The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, (the Report) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 9, 2011	/s/ Michael J. Mancuso
	Michael J. Mancuso Vice President and Chief Financial Officer