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Computer Sciences Corporation

     Dear Fellow CSC Stockholder:

     You are cordially invited to join CSC’s Board of Directors and senior leadership at our 2014 Annual Meeting of Stockholders to be held on August 13, 2014. The attached Notice of Annual Meeting of Stockholders and Proxy Statement provides important information about the meeting and will serve as your guide to the business to be conducted at the meeting.

     As stewards of your Company, the Board is focused on achieving long-term performance and creating value for our stockholders through prudent execution of business strategies, risk management, strong corporate governance and top quality talent and succession planning. Fiscal 2014 saw the continuation of a multi-year effort to re-align the Company to capitalize on historic changes in the marketplace, return the Company to a path of sustained profitability and to become a next-generation IT leader. In Fiscal 2014, the Company entered into strategic alliances with Amazon Web Services in cloud computing, AT&T in cloud and networks, SAP in banking and HCL Technologies in the application modernization area. In addition, CSC acquired Infochimps, Inc. to provide as-a-service big data platforms and ServiceMesh, Inc. to help clients integrate multi-vendor clouds. These actions positioned the Company to build and pursue a foundation of sustainable long-term returns and margins and are important to the Company’s future success.

     I am pleased to announce two new nominees for election to the Board at the Annual Meeting. Bruce B. Churchill, Executive Vice President of DIRECTV, and the Honorable Sean O’Keefe, Former Chief Executive Officer of Airbus Group, Inc., have the qualifications and experience that will enhance the skill set and quality of the Board. More about Bruce and Sean is contained in their biographies under Proposal 1. Judith R. Haberkorn, Chong Sup Park and Lawrence A. Zimmerman are retiring from the Board effective at the Annual Meeting. We would like to thank Judy, C.S. and Larry for their many contributions to the Company over their years of service and wish them great success in their future endeavors.

     Stockholders are key participants in the governance of the Company. For this reason, we continually seek to communicate with our stockholders and seek your perspective. Since joining the Company in March 2012, CEO Mike Lawrie has regularly met with investors representing a substantial portion of our investor base to understand their perspectives.

     I would also like to thank our CSC employees for their hard work in, and dedication to, the Company’s transformation. Finally, I would like to thank you for being a stockholder and for the trust you have placed in CSC. We value your support. We encourage you to share your opinions, interests and concerns, and invite you to write to us with your reactions and suggestions to the Corporate Secretary, CSC, 3170 Fairview Park Drive, Falls Church, VA 22042.

Sincerely,

Rodney F. Chase

Chairman of the Board of Directors

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Computer Sciences Corporation

Notice of 2014 Annual Meeting of Stockholders

Wednesday, August 13, 2014
10:00 a.m., Eastern Time
Executive Briefing Center, 3170 Fairview Park Drive, Falls Church, Virginia 22042

     The 2014 Annual Meeting of Stockholders will be held on Wednesday, August 13, 2014, at 10:00 a.m. Eastern Time, at the headquarters of the Company, 3170 Fairview Park Drive, Falls Church, Virginia 22042. The purpose of the meeting is to vote on:

     Only stockholders of record at the close of business on June 16, 2014, will be entitled to vote at the meeting and any postponements or adjournments thereof.

     Your vote is important. Whether or not you plan to attend the meeting, we encourage you to read this proxy statement and vote as soon as possible. Information on how to vote is contained in this proxy statement. In addition, voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

By Order of the Board of Directors,

M. Louise Turilli Secretary

Falls Church, Virginia June 27, 2014

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Computer Sciences Corporation

3170 Fairview Park Drive
Falls Church, Virginia 22042

June 27, 2014

PROXY STATEMENT

     We are providing these proxy materials in connection with the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of Computer Sciences Corporation (“CSC” or the “Company” and sometimes referred to with the pronouns “we”, “us” and “our”). The Notice of Internet Availability of Proxy Materials (the “Notice”), this proxy statement, any accompanying proxy card or voting instruction card and our 2014 Annual Report to Stockholders (“2014 Annual Report”), which includes our 2014 Annual Report on Form 10-K, were first made available to stockholders on or about June 27, 2014. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

     We are delivering proxy materials for the Annual Meeting under the United States Securities and Exchange Commission’s “Notice and Access” rules. These rules permit us to furnish proxy materials, including this proxy statement and our 2014 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders received the Notice, which provides instructions on how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. More information about Notice and Access is set forth in “Questions and Answers about the Annual Meeting and Voting.”

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

     The Board of Directors of CSC (sometimes referred to herein as the “Board”) is soliciting your vote at the 2014 Annual Meeting.

     The Annual Meeting will be held on Wednesday, August 13, 2014 at 10:00 a.m., Eastern Time, at the headquarters of the Company, 3170 Fairview Park Drive, Falls Church, Virginia 22042.

     You will be voting on:

• the election of each of the eight director nominees as directors of CSC;
   
• the approval, by non-binding vote, of the Company’s executive compensation;
   
• the ratification of the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending April 3, 2015 (“Fiscal 2015”); and
   
• any other business that may properly come before the meeting.

     The Board recommends a vote:

     The Board of Directors set June 16, 2014 as the record date for the Annual Meeting (the “Record Date”). All stockholders who owned CSC common stock at the close of business on June 16, 2014 may attend and vote at the Annual Meeting and any postponements or adjournments thereof.

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     Under the “Notice and Access” rules of the United States Securities and Exchange Commission (the “SEC”), we are permitted to furnish proxy materials, including this proxy statement and our 2014 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or electronically will remain in effect until you revoke it.

     No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by (i) Internet, (ii) telephone, (iii) requesting and returning a paper proxy card or voting instruction card, or (iv) submitting a ballot in person at the meeting.

     If you previously elected to access proxy materials over the Internet, you will not receive a Notice in the mail. You should have received an email with links to the proxy materials and online proxy voting. Additionally, if you previously requested paper copies of the proxy materials or if applicable regulations require delivery of the proxy materials, you will not receive the Notice.

     If you received a paper copy of the proxy materials or the Notice by mail, you can eliminate all such paper mailings in the future by electing to receive an email that will provide Internet links to these documents. Opting to receive all future proxy materials online will save us the cost of producing and mailing documents to your home or business and help us conserve natural resources. See http://www.icsdelivery.com/csc to request complete electronic delivery. Enrollment for electronic delivery is effective until cancelled.

     You will have one vote for each share of our common stock you owned at the close of business on the record date, provided those shares are either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.

     Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

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     Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us, to submit proxies electronically or by telephone or to vote in person at the Annual Meeting. If you have requested printed proxy materials, we have enclosed a proxy card for you to use.

     Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or these proxy materials are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you request, complete and deliver a legal proxy from your broker, bank or nominee. If you requested printed proxy materials, your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares.

     A majority of our issued and outstanding shares entitled to vote at the Annual Meeting as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or by telephone or on the Internet or a proxy card has been properly submitted by you or on your behalf. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

     As of the record date there were 145,590,755 shares of CSC common stock outstanding.

     Proposal 1 – Election of Directors. Directors are elected by a majority vote in uncontested elections. Therefore, each director nominee must receive a majority of the votes cast with respect to such nominee at the Annual Meeting (the number of “FOR” votes must exceed the number of “AGAINST” votes). Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” any nominee; therefore, they will have no effect on the outcome of the vote on this proposal. In accordance with the Company’s Corporate Governance Guidelines, if an incumbent director nominee fails to receive the requisite number of votes, such director nominee shall promptly tender his or her resignation for consideration by the Nominating/Corporate Governance Committee. Within 30 days following the certification of the stockholder vote, the Nominating/Corporate Governance Committee will make a recommendation to the Board of Directors as to the treatment of any director who did not receive a majority vote, including whether to accept or reject any tendered resignation. The Board of Directors will make a final determination within 90 days following the certification of the election results, and publicly disclose its decision and rationale.

     Proposal 2 – Advisory Vote on Executive Compensation. This proposal, which is non-binding, requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

     Proposal 3 – Ratification of Independent Auditors. This proposal requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

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     Stockholders of Record. If you are a stockholder of record and you:

• Indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board of Directors; or
   
• Return a signed proxy card but do not indicate how you wish to vote,

then your shares will be voted in accordance with the recommendations of the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, the shares will be voted in accordance with your instructions.

     Beneficial Owners. If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes” on certain proposals. Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner, and instructions are not given. Broker non-votes are considered present at the Annual Meeting, but not as voting on a matter. Thus, broker non-votes are counted as present for purposes of determining the existence of a quorum, but are not counted for purposes of determining whether a matter has been approved. Thus, broker non-votes will not affect the outcome of the election of directors, and the approval of the Company’s executive compensation, both of which are non-routine proposals.

     If you provide instructions, your broker will vote your street name shares at the Annual Meeting with respect to (i) the election of directors and (ii) approval of the Company’s executive compensation. Therefore, you should instruct your broker how to vote. If you do not provide your broker with instructions, under the rules of the New York Stock Exchange, your broker will not be authorized to vote your street name shares with respect to any proposal other than the ratification of the independent registered public accounting firm.

     Participants in the Matched Asset Plan (MAP). If you participate in the MAP, you will receive a voting instruction form for all shares you may vote under the plan. Under the terms of the MAP, the MAP trustee votes all shares held in the CSC Stock Fund, but each participant in the MAP may direct the trustee how to vote the shares of Company common stock allocated to his or her account. The MAP trustee will vote all unallocated shares of common stock held by the MAP and all allocated shares for which no timely voting instructions are received in the same proportion as shares for which it has received valid voting instructions. The deadline for returning your voting instructions to the MAP trustee is 11:59 p.m. Eastern Time on August 10, 2014.

     Confidentiality of voting instructions. Your voting instructions to the MAP Trustee will be completely confidential. In no event will your voting instructions be reported to CSC.

     Yes. Even if you voted by telephone or on the Internet or if you requested paper proxy materials and signed the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised by giving written notice to the Corporate Secretary of CSC, specifying such revocation. You may change your vote by a later-dated vote by telephone or on the Internet or timely delivery of a valid, later-dated proxy or by voting by ballot at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a legal proxy from your broker, bank or nominee.

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     It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for all Notices, proxy cards and voting instruction cards you receive.

     The Company does not know of any matter to be presented at the Annual Meeting other than those described in this proxy statement. If, however, other matters are properly presented for action at the Annual Meeting, the proxy holders named in the proxy will have the discretion to vote on such matters in accordance with their best judgment.

     CSC is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. Our officers and employees may, without any compensation other than the compensation they receive in their capacities as officers and employees, solicit proxies personally or by telephone, facsimile, e-mail or further mailings. We will, upon request, reimburse brokerage firms and others for their reasonable expense in forwarding proxy materials to beneficial owners of CSC stock. We have engaged the services of Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, with respect to proxy soliciting matters at an expected cost of approximately $10,000 not including incidental expenses.

     Questions regarding voting, electronic delivery or Internet voting should be directed to Investor Relations at 800.542.3070 or e-mail address, investorrelations@csc.com.

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HOW DO I VOTE?

     Your vote is important. You may vote on the Internet, by telephone, by mail or by attending the Annual Meeting and voting by ballot, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your Notice, proxy card or voting instruction card. Telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Time, on August 12, 2014.

Vote on the Internet

     If you have Internet access, you may submit your proxy by following the instructions provided in the Notice, or if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.

Vote by Telephone

     You can also vote by telephone by following the instructions provided on the Internet voting site, or if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card.

Vote by Mail

     If you elected to receive printed proxy materials by mail, you may choose to vote by mail by marking your proxy card or voting instruction card, dating and signing it, and returning it to Broadridge Financial Solutions, Inc. in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card or voting instruction card to CSC, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Please allow sufficient time for mailing if you decide to vote by mail.

Voting at the Annual Meeting

     The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote in person. However, if your shares are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting. You should allow yourself enough time prior to the Annual Meeting to obtain this proxy from the holder of record.

     The shares voted electronically, by telephone or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.

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CORPORATE GOVERNANCE

     CSC is committed to maintaining the highest standards of corporate governance, which we believe is essential for sustained success and long-term stockholder value. In light of this goal, the Board oversees, counsels and directs management in the long-term interests of the Company and our stockholders. The Board’s responsibilities include, but are not limited to:

• overseeing the management of our business and the assessment of our business risks;
   
• overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics;
   
• reviewing and approving our major financial objectives and strategic and operating plans, and other significant actions; and
   
• overseeing our talent management and succession planning.

     The Board discharges its responsibilities through regularly scheduled meetings as well as through telephonic meetings, action by written consent and other communications with management as appropriate. CSC expects directors to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of the Company’s stockholders at which they are standing for election or re-election as directors. During the fiscal year ended March 28, 2014 (“Fiscal Year 2014” or “Fiscal 2014”), the Board held 5 meetings. During Fiscal 2014, the Audit Committee held 8 meetings, the Compensation Committee held 6 meetings, the Nominating/Corporate Governance Committee held 4 meetings and the Executive Committee did not hold any meetings. No director attended fewer than 75% of the aggregate of (1) the total number of meetings of the Board, and (2) the total number of meetings held by all committees of the board on which he or she served during Fiscal 2014. Each of the directors then serving attended the 2013 Annual Meeting of Stockholders.

     Governance is a continuing focus at CSC, starting with the Board and extending to all employees. In this section, we describe some of our key governance policies and practices. In addition, we solicit feedback from our stockholders on governance and executive compensation practices and engage in discussions with various groups and individuals on governance issues and improvements.

     The Board has long adhered to governance principles designed to assure excellence in the execution of its duties and regularly reviews the Company’s governance policies and practices. These principles are outlined in CSC’s Corporate Governance Guidelines (the “Guidelines”), which, in conjunction with our Amended and Restated Articles of Incorporation (“Articles of Incorporation”), Amended and Restated Bylaws (“Bylaws”), Code of Business Conduct (“Code of Conduct”), Board committee charters and related policies, form the framework for the effective governance of CSC.

     The full text of the Guidelines, the charters for each of the Board committees, the Code of Conduct, the Equity Grant Policy, the Related Party Transactions Policy and Clawback Policy are available on CSC’s Website, www.csc.com, under “Corporate Governance.” These materials are also available in print to any person, without charge, upon request, by calling 800.542.3070 or writing to:

Investor Relations
CSC
3170 Fairview Park
Drive Falls Church, Virginia 22042

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     Mr. Rodney F. Chase serves as the Chairman of our Board of Directors. Our independent directors determined that it is in the best interests of the stockholders of the Company to separate the roles of Chairman and CEO after thoughtful and rigorous consideration of its governance structure. Separating the roles of Chairman and CEO creates clear and unambiguous lines of authority. This strong counter balancing structure allows the Board to focus on corporate governance and oversight and the CEO to focus on the Company’s business.

     CSC’s governance processes include executive sessions of the independent directors before and after every board meeting, annual evaluations by the independent directors of the CEO’s performance, succession planning, annual Board and committee self assessments and the various governance processes contained in the Guidelines and the Board committee charters.

     Independent Directors. The Board assesses the independence of our directors and examines the nature and extent of any relations between the Company and our directors, their families and their affiliates. The Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (“NYSE”) requirements for director independence (as set forth in Appendix A) and the Board of Directors affirmatively determines that the director has no material relationship with CSC (either directly, or as a partner, stockholder or officer of an organization that has a relationship with CSC). In Fiscal 2014, the Board determined that, with the exception of our CEO, each of the remaining eight directors – David J. Barram, Erik Brynjolfsson, Rodney F. Chase, Judith R. Haberkorn, Chong Sup Park, Nancy Killefer, Brian MacDonald and Lawrence A. Zimmerman – is independent.

     Independent Director Meetings. The non-management directors regularly meet in executive session prior to the commencement and/or after the conclusion of each regularly scheduled Board meeting, and meet at such additional times as they may determine.

     Committee Independence Requirements. All members serving on the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee must be independent as defined by the Guidelines. In addition, Audit Committee members must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees and each Compensation Committee member must be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

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     We believe our Board leadership structure supports a risk-management process in which senior management is responsible for our day-to-day risk-management processes and the Board provides oversight of our risk management. As part of its oversight responsibility, the Board oversees and maintains the Company’s governance and compliance processes and procedures to promote high standards of responsibility, ethics and integrity.

     Management Role. In order for the Company to identify and mitigate the Company’s risk exposures, the Company has established an Enterprise Risk Management (“ERM”) function to (i) identify risks in the strategic, operational, financial reporting and compliance domains, for the Company as a whole, as well as for each operating unit, and (ii) evaluate the effectiveness of existing mitigation strategies. The ERM function reports to the CFO, and coordinates and reviews assessments of internal processes and controls for ongoing compliance with internal policies and legal regulatory requirements. The ERM function periodically reports potential areas of risk to the Board and its committees.

     During Fiscal 2013, CSC centralized ownership of our enterprise risk, issue, and opportunity management framework under a single executive owner. We are developing and deploying globally consistent processes, definitions, and tools to proactively address operational, financial, compliance and strategic risks, issues, and opportunities.

     Board Role. The Board has overall responsibility for oversight of risk and assesses our strategic and operational risks throughout the year on an ongoing basis. Senior management regularly reports on the opportunities and risks faced by the Company in the markets in which the Company conducts business.

     Committee Role. In fulfilling its oversight role, the Board delegates certain risk management oversight responsibility to the Board’s committees. The committees meet regularly and report any significant issues and recommendations discussed during the committee meetings to the Board. Specifically, each committee fulfills the following oversight roles:

• The Audit Committee oversees risks related to accounting, financial reporting processes and internal controls of the Company as well as reviews the Company’s policies and practices with respect to risk assessment and risk management. During the Audit Committee review, the Committee discusses the Company’s major risk exposures and the steps that have been taken to monitor and control such exposures with management and meets separately with management, internal auditors and independent auditors. The Audit Committee reports the results of its review to the Board.
   
• The Compensation Committee monitors the risks associated with succession planning and leadership development as well as compensation plans, including evaluating the effect that the Company’s executive and sales compensation plans may have on decision making.
   
• The Nominating/Corporate Governance Committee monitors the risks related to the Company’s governance structure and process. The Nominating/Corporate Governance Committee is responsible for developing and implementing a director evaluation program to measure the individual and collective performance of directors and the fulfillment of their responsibilities to our stockholders, including an assessment of the Board’s compliance with applicable corporate governance requirements and identification of areas in which the Board might improve its performance. The Nominating/Corporate Governance Committee also is responsible for developing and implementing an annual self-evaluation process for the Board designed to assure that directors contribute to our corporate governance and to our performance. These tasks are accomplished in part through our annual Board evaluation.

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     During Fiscal 2014, CSC management reviewed its executive, sales and non-executive (non-sales) compensation programs. Management determined that none of its compensation programs encourages or creates unnecessary risk taking, and none is reasonably likely to have a material adverse effect on the Company. In conducting this assessment, CSC inventoried its executive, non-executive and sales plans and programs and analyzed the components and design features of these programs in the context of risk mitigation. A summary of the findings of the assessment was provided to the Compensation Committee. Overall, CSC concluded that (1) CSC’s executive compensation programs provide a mix of awards with performance criteria and design features that mitigate excessive risk taking; (2) non-executive employee (non-sales) arrangements are primarily fixed compensation (salary and benefits) with limited incentive opportunity and do not encourage excessive risk taking; and (3) sales force compensation has been more closely aligned to total contract value. In Fiscal 2014, the Company further aligned its annual incentive compensation plans and its sales compensation plans to support the Company’s transformation. The design of the annual incentive compensation program was revised to emphasize near-term revenue and extend the payout scale to a maximum potential payout of 200% of target for all NEOs other than Mr. Lawrie. In Fiscal 2014, Operating Income and Client Satisfaction were included as a performance measure in all sales incentive compensation plans. Account general managers were also assigned specific goals such as total contract value, revenue and operating income for their assigned accounts.

     Under stock ownership guidelines adopted by the Board, Board members, other than the CEO, have an equity ownership requirement of five times their annual retainer to be achieved over a three-year period. Restricted stock units, as well as directly held shares, are taken into account for purposes of determining whether requirements have been met. In Fiscal 2014, stock ownership guidelines for the executive officers, including the CEO, were strengthened and are described under “Compensation Discussion and Analysis – Additional Compensation Policies - Equity Ownership Guidelines.”

     The Company’s Compensation Committee and Board are actively engaged and involved in succession planning and talent management and they engage annually in a review of succession plans in August. The annual review focuses on emerging talent and key positions at the executive officer and operating unit leadership level that are important to the execution of the Company’s strategic priorities and are critical to achieving the Company’s business goals. The Compensation Committee is also updated on issues relating to the overall workforce such as diversity, health and welfare benefits, performance management, turnover, attrition and engagement.

     The Board recognizes the importance of its members keeping current on Company and industry issues and their responsibilities as directors. All new directors attend orientation training soon after being elected to the Board. Also, the Board encourages attendance at continuing education programs for Board members, which may include internal strategy or topical meetings, third-party presentations, and externally-offered programs.

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     The Company has adopted a written policy requiring the approval of the Nominating/Corporate Governance Committee of all transactions in excess of $120,000 between the Company and any related person (“Interested Transactions”). For the purposes of this policy, a related person is any person who was in any of the following categories at any time during Fiscal 2014:

• A director or executive officer of the Company;
   
• Any nominee for director;
   
• Any immediate family member of a director or executive officer, or of any nominee for director. Immediate family members are any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer or nominee for director, and any person (other than a tenant or employee) sharing the household of such director, executive officer or nominee for director; and
   
• Any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed:
   
• Any beneficial owner of more than 5% of the Company’s common stock; or
   
• Any immediate family member of any such beneficial owner, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than a tenant or employee) sharing the household of such security holder.

     A transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

     In determining whether to approve an interested transaction, the Nominating/Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director will participate in any discussion or approval of an interested transaction for which he or she (or an immediate family member) is a related party, except that the director will provide all material information concerning the interested transaction to the Nominating/Corporate Governance Committee.

     There have been no transactions since March 30, 2013 (i.e., the first day of Fiscal 2014), nor are there any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, which required the approval of the Nominating/Corporate Governance Committee under the Company’s interested transaction policy or in which any related person had, has or will have a direct or indirect material interest and which is required to be disclosed under applicable SEC rules.

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     CSC is committed to high standards of ethical conduct and professionalism, and our Code of Business Conduct (the “Code of Conduct”) confirms our commitment to ethical behavior in the conduct of all CSC activities and reflects our CLEAR values. The Code of Conduct applies to all directors, all officers (including our CEO, Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”)) and employees of CSC and it sets forth our policies and expectations on a number of topics including avoiding conflicts of interest, confidentiality, insider trading, protection of CSC and customer property and providing a proper and professional work environment. We maintain a worldwide toll-free and internet-based helpline, the CSC OpenLine, which employees can use to communicate any ethics-related concerns, and we provide training on ethics and compliance topics for all employees. The CSC OpenLine is administered by a third-party provider. The ethics and compliance function resides in the Ethics and Compliance Office and is managed by CSC’s Chief Ethics and Compliance Officer.

     In Fiscal 2014, there were no waivers of any provisions of the Code of Conduct for the CEO, CFO or CAO. In the event the Company amends or waives any of the provisions of the Code of Conduct applicable to our CEO, CFO and CAO that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the 1934 Act, the Company intends to disclose these actions on the Company website.

     The Company’s policy on Board diversity is set forth in the Guidelines, which provide that Board membership should reflect diversity in many respects, by including, for example, persons diverse in geography, gender and ethnicity. In addition, the Nominating/Corporate Governance Committee seeks to maintain a mix of individuals who possess experience in the sectors in which the Company operates, such as international business, technology, health care, government service and public policy, as well as those having backgrounds as executives in operations, finance, accounting, marketing and sales. The Nominating/Corporate Governance Committee deems this policy to be effective.

     Under our Bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of CSC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting.

     Under the Guidelines, the CEO must offer to resign from the Board when he or she ceases to be a CSC employee.

     Stockholders and other interested parties may communicate with the Board, individual directors, the non-management directors as a group, or with the non-executive Chairman, by writing in care of the Corporate Secretary, Computer Sciences Corporation, 3170 Fairview Park Drive, Falls Church, Virginia 22042. The Corporate Secretary reviews all submissions and forwards to members of the Board all appropriate communications that in his judgment are not offensive or otherwise objectionable and do not constitute commercial solicitations.

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BOARD STRUCTURE AND COMMITTEE COMPOSITION

     As of the date of this proxy statement, the Board has nine directors and four standing committees: the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Executive Committee.

     Each director serving on the Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee must be independent. A majority of the members of the Executive Committee are independent. In addition:

• Each Audit Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees, and must be financially literate. No member of the Audit Committee may simultaneously serve on the audit committees of more than three other public companies unless the Board determines that such simultaneous service would not impair the member’s ability to effectively serve on the Audit Committee. One member of the Audit Committee serves on no other public company audit committee, one serves on one other public company audit committee and one serves on three other public company audit committees. The Board has determined that such simultaneous service does not impair the ability of the members of the Audit Committee who serve on the other public company audit committees to effectively serve in their CSC Audit Committee roles.
   
• Messrs. Barram, MacDonald and Zimmerman each qualifies as an “audit committee financial expert”, for purposes of the rules of the SEC, and all members of the Committee are financially literate. Mr. Zimmerman has advised the Company that he will not be standing for re-election when his current term expires at the Annual Meeting. Mr. Zimmerman’s decision not to stand for re-election was not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Bruce B. Churchill, a nominee for election to the Board at the Annual Meeting, has extensive experience in corporation finance and accounting, including as former Chief Financial Officer of DIRECTV. If elected, Mr. Churchill will serve on the Company’s Audit Committee.
   
• Each Compensation Committee member must be a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. The Board has determined that each committee member satisfies all applicable requirements for membership on that committee. Ms. Judith R. Haberkorn and Dr. Chong Sup Park have advised the Company that they will not be standing for re-election when their current terms expire at the Annual Meeting. Ms. Haberkorn’s and Dr. Park’s decision not to stand for re-election was not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Honorable Sean O’Keefe, a nominee for election to the Board at the Annual Meeting, has extensive experience in executive compensation matters, including as former Chief Financial Officer of the Department of Defense and as Chief Executive Officer of Airbus Group, Inc. If elected, Mr. O’Keefe will serve on the Company’s Compensation Committee.
   
• The current committee membership, the number of meetings during the last fiscal year and the function of each of the standing committees are described below.

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Audit Committee

     Anyone with questions or complaints regarding accounting, internal accounting controls or auditing matters may communicate them to the Audit Committee by calling CSC’s Open Line available at http://www.cscopenline.ethicspoint.com. Calls may be confidential or anonymous. All such questions and complaints will be forwarded to the Audit Committee for its review and will be simultaneously reviewed and addressed under the direction of the Director, Internal Audit. The Audit Committee may direct special treatment, including the retention of outside advisors, for any concern communicated to it. The Code of Conduct prohibits retaliation against CSC employees for any report or communication made in good faith through the Open Line.

Compensation Committee

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     Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee was at any time during Fiscal 2014, or at any other time, one of our officers or employees. No executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Compensation Committee or Board. For information regarding certain related party transactions, see “Oversight of Related Party Transactions.”

Nominating/Corporate Governance Committee

Executive Committee

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DIRECTOR COMPENSATION

     Mr. Lawrie, as CEO and an employee director, does not receive any separate compensation for his Board activities. The following table sets forth the annual retainer and attendance fees paid to our non-employee directors.

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     The following table sets forth for each of the non-management directors certain information with respect to compensation earned in Fiscal 2014.

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PROPOSAL 1 - ELECTION OF DIRECTORS

     Our Board of Directors has nominated eight persons for election as directors at the 2014 Annual Meeting to hold office until their successors have been elected and qualified. Under our Bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of CSC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting.

     Directors are elected by a majority vote in uncontested elections; therefore, each director nominee must receive a majority of the votes cast with respect to such nominee at the Annual Meeting (the number of “FOR” votes must exceed the number of “AGAINST” votes). In accordance with the Guidelines, if an incumbent director nominee fails to receive the requisite number of votes, such director nominee shall promptly tender his or her resignation for consideration by the Nominating/Corporate Governance Committee.

     It is intended that the accompanying proxy, if executed and returned with no voting instructions indicated, will be voted for the election to the Board of the eight director nominees in this proxy statement.

     The Nominating/Corporate Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience, and background sought for Board members in the context of our business and then-current membership on the Board. This assessment of Board skills, experience, and background includes numerous diverse factors including independence, experience, age and gender and ethnic diversity. In addition, the Board believes that current and potential directors collectively should possess the following mix of skills and attributes:

     In evaluating potential director nominees, the Nominating/Corporate Governance Committee considers each of these attributes. The Committee then considers the contribution they would make to the quality of the Board’s decision making and effectiveness. The Board has identified Mr. Bruce B. Churchill and the Honorable Sean O’Keefe as nominees for election as independent members of the Board of Directors at the Annual Meeting. Messrs. Churchill and O’Keefe were recommended as nominees to the Board by the Nominating/Corporate Governance Committee. Messrs. Churchill and O’Keefe have accepted their nominations and have agreed to serve as directors if elected.

     The Nominating/Corporate Governance Committee will also consider potential director candidates recommended by stockholders as described under “Business for 2015 Annual Meeting” at the end of this Proxy Statement. The Committee has retained from time to time third-party search firms to identify qualified director candidates and to assist the Committee in evaluating candidates that have been identified by others.

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     The biographies of each of the nominees below contains information as of the date of this proxy statement regarding the person’s service as a director, director positions held currently or at any time during the last five years and skills, experience and qualifications that led to the conclusion that such person should serve as one of our directors.

     Each of the nominees has a strong reputation and experience in areas relevant to the strategy and operations of the Company’s businesses, particularly industries and growth segments that the Company serves, such as technology, financial services, international business and government, as well as key geographic markets where it operates. Each of the nominees holds or has held senior executive positions in large, complex organizations or has relevant operating experience or experience in a major academic institution. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, thought leadership, executive management and leadership development. Many of our directors also have experience serving on boards of directors and board committees of other public companies.

     The Board also believes that each of the nominees has other key attributes that are important to an effective board: integrity and demonstrated high ethical standards, sound judgment, analytical skills, the ability to engage management and each other in a constructive and collaborative fashion, diversity of origin, background, experience and thought, and the commitment to devote significant time and energy to service on the Board and its Committees. A chart summarizing the attributes and skills of the Board as a whole is set forth further below.

		David J. Barram Age: 70 Director Since: 2004		CSC Committees: Audit Nominating/Corporate Governance (Chair) Executive		Private Directorships: Quisk, Inc.
Mr. Barram is director of Quisk, Inc. (formerly Mobibucks Corporation), a provider of mobile payments and digital currency solutions, worldwide. Prior to his service as director, Mr. Barram served as Chief Executive Officer of Mobibucks from 2006 to 2007 and Administrator of the U.S. General Services Administration, retired as of 2000. Mr. Barram also served as a director of Pope & Talbot, Inc., from 2001 to 2008, and NetIQ Corporation, from 2002 to 2006. He was also chairman of Mobibucks from 2007 to 2012. Skills and Qualifications: Senior Level Management Experience: Former Chief Financial Officer of Silicon Graphics and Apple Computer Public Company Governance Experience: Experience as a director in two other public companies in addition to CSC Government and Public Policy Experience: Former Administrator of the U.S. General Services Administration and Former Deputy Secretary, U.S. Department of Commerce Experience in CSC’s Business Areas: Extensive executive experience in the technology sector Financial Literacy: Former Chief Financial Officer of two public companies

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		Erik Brynjolfsson Age: 52 Director Since: 2010		CSC Committees: Compensation Nominating/Corporate Governance
Dr. Brynjolfsson is the Schussel Family Professor at the MIT Sloan School. Dr. Brynjolfsson also serves as the director of the MIT Center for Digital Business, since 2002, a research associate at the National Bureau of Economic Research, since 2006, and the Chairman of the MIT Sloan Management Review, since 2007. Dr. Brynjolfsson lectures worldwide on technology strategy, productivity and intangible assets. Dr. Brynjolfsson served as a director of CSK Corporation from 2006 to 2008. Skills and Qualifications: Public Company Governance Experience: Experience as a director of a public company in addition to CSC Major Academic Institution Experience: Professor at the MIT Sloan School; director of the MIT Center for Digital Business Experience in CSC’s Business Areas: Internationally recognized expert in technology strategy, productivity and intangible assets and director of the MIT Center for Digital Business
		Rodney F. Chase, Non-executive Chair Age: 71 Director Since: 2001		CSC Committees: Audit (ex officio) Nominating/Corporate Governance (ex officio) Compensation (ex officio) Executive		Public Directorships: Tesoro Corporation Genel Energy Ltd Hess Corporation
Mr. Chase assumed the role of non-executive Chairman of the Board of CSC on March 19, 2012. He served as non-executive chairman of Petrofac Ltd., a provider of facilities solutions to the oil and gas industry, from 2005 to 2011. He is also the former Deputy Group Chief Executive and Managing Director of BP p.l.c., an oil and gas company, serving from 1992 to 2003. Mr. Chase served as Deputy Chairman of Tesco p.l.c., from 2002 to 2010, a director of Nalco Company from 2005 to 2011 and a director of Tesoro Corporation since 2005. He has served as non-executive Chairman of Genel Energy Ltd since 2011. He has also served as a director of Hess Corporation since 2013. Skills and Qualifications: Senior Level Management Experience: Former Deputy Chief Executive and Managing Director of a major worldwide public company Public Company Governance Experience: Experience as a director in four other public companies in addition to CSC International Business Experience: Extensive chief executive and operational experience in a major international energy company Experience in CSC’s Business Areas: Extensive experience in the energy industry

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		Bruce Churchill Age: 56 Director Nominee
Mr. Churchill has served as the Executive Vice President of DIRECTV and President of DIRECTV Latin America LLC. He also served as Chief Financial Officer of the DIRECTV from January 2004 to March 2005. Prior to joining DIRECTV, Mr. Churchill served as President and Chief Operating Officer of STAR, a position he held beginning in May 2000. Previously, he served as the Deputy Chief Executive Officer of STAR since 1996. Prior to joining STAR, Mr. Churchill served as Senior Vice President, Finance at Fox Television. Skills and Qualifications: Senior Level Management Experience: Executive Vice President of DIRECTV, a provider of digital television entertainment in the United States, Latin America and Asia International Business Experience: Extensive experience as an operating executive in Latin America and Asia Experience in CSC’s Business Areas: Extensive experience as an executive vice president and chief financial officer in an international digital entertainment company Financial Literacy: Extensive experience in corporation finance and accounting, including as former Chief Financial Officer of publicly traded international digital entertainment companies
		Nancy Killefer Age: 60 Director Since: 2013		CSC Committees: Compensation		Public Directorships: Advisory Board Company Avon Products Inc.
Ms. Killefer is Director Emeritus at McKinsey & Company, Inc., a global management consulting firm. She joined McKinsey in 1979 and led the Public Sector Practice from 2006. From 1997 to 1999, Ms. Killefer served as Assistant Secretary for Management and Chief Financial Officer to the U.S. Department of Treasury. She rejoined McKinsey in 1999 and served as Director from December 1999 to August 2013. Skills and Qualifications: Senior Level Management Experience: Partner at global consulting firm Public Company Governance Experience: Experience as a director in two other public companies in addition to CSC Experience in CSC’s Business Areas: Extensive experience as a partner in a global consulting firm and as a chief financial officer of a government agency Government and Public Policy Experience: Former chief financial officer of the U.S. Department of Treasury

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		J. Michael Lawrie Age: 61 Director Since: 2012		CSC Committees: Executive (Chair)		Public Directorships: Juniper Networks, Inc. Private Directorships: Drexel University
Mr. Lawrie became a member of the Board of Directors on February 7, 2012 and President and Chief Executive Officer of CSC on March 19, 2012. Prior to joining CSC, he served as Chief Executive Officer of UK-based Misys plc, a leading global IT solutions provider to the financial services industry, from November 2006 to March 2012. From 2008 to 2010, Mr. Lawrie also served as the Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc., an industry leader in electronic health record solutions. Prior to that, Mr. Lawrie was a general partner with ValueAct Capital, a San Francisco-based private investment firm, from 2005 to 2006. He served as Chief Executive Officer of Siebel Systems, Inc., an international software and solutions company, from 2004 to 2005. Previously, Mr. Lawrie spent 27 years with IBM where he held various leadership positions, including Senior Vice President and Group Executive, responsible for sales and distribution of all IBM products and services worldwide; General Manager for operations in Europe, the Middle East and Africa; and General Manager of Industries for the Asia Pacific. Mr. Lawrie is the lead independent, non-executive Director of Juniper Networks, Inc., and is also a Trustee of Drexel University, Philadelphia, Pennsylvania. Skills and Qualifications: Senior Level Management Experience: Former Chief Executive Officer of Misys plc and Siebel Systems, Inc. Former Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc. Public Company Governance Experience: Experience as a former director of Allscripts-Misys Healthcare Solutions, Inc. and a director of Juniper Networks, Inc. International Business Experience: Extensive international experience as chief executive of a leading global IT solutions provider to the financial services industry Experience in CSC’s Business area: Extensive experience in the IT sector

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		Brian Patrick MacDonald Age: 48 Director Since: 2013		CSC Committees: Audit		Public Directorships: Ally Financial Inc.
Brian MacDonald was appointed the Chief Executive Officer of Hertz Equipment Rental Corporation (HERC) in June 2014. Prior to HERC, he served as President and Chief Executive Officer of ETP Holdco Corporation from October 2012 to June 2013. Prior to Energy Transfer Partners’ acquisition of Sunoco, Inc., in October 2012, Mr. MacDonald served as Chairman, President and Chief Executive Officer of Sunoco, Inc., a leading logistics and retail company based in Philadelphia, Pennsylvania. Mr. MacDonald joined Sunoco in August 2009 as Senior Vice President and Chief Financial Officer. Prior to joining Sunoco, he was Chief Financial Officer for Dell’s commercial business unit. Before becoming the commercial business unit’s CFO in 2008, he served as Corporate Vice President and Treasurer and led Dell’s mergers and acquisitions organization and global treasury group. Prior to joining Dell, Mr. MacDonald worked at General Motors Corporation and held a variety of positions in financial management, including Deputy CFO for Isuzu Motors Limited. From 1998 to 2000, he served as Treasurer of GM Canada. Skills and Qualifications: Senior Level Management Experience: Chief Executive Officer of a major energy and equipment rental company Public Company Governance Experience: Experience as a director in three other public companies in addition to CSC International Business Experience: Extensive chief executive and operational experience in major international public companies Experience in CSC’s Business Areas: Extensive experience in the energy, manufacturing and IT industries Financial Literacy: Extensive experience in corporation finance and accounting, including as former Chief Financial Officer of a publicly traded worldwide energy company

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		Hon. Sean O’Keefe Age: 58 Director Nominee				Public Directorships: Battelle Memorial Institute
The Honorable Sean O’Keefe is the former Chairman of the Board and Chief Executive Officer of Airbus Group Inc., the U.S. based corporate division of the Airbus Group, a global leader in aerospace, defense, space and related services. He served as Chairman and Chief Executive Officer of Airbus Group, Inc. from 2009 to 2014. Prior to joining Airbus Group, Inc., Mr. O’Keefe served as a company officer and Vice President of the General Electric Company in the Technology Infrastructure sector from 2008 to 2009. Before joining the GE team, he served as Chancellor of the Louisiana State University (“LSU”), in Baton Rouge, Louisiana. Prior to leading LSU, he served as the tenth Administrator of the National Aeronautics and Space Administration (“NASA”), following service on the White House staff as Deputy Assistant to President George W. Bush and Deputy Director of the Office of Management and Budget. Additionally, during the George H.W. Bush administration, Mr. O’Keefe was Secretary of the Navy after serving as Comptroller and CFO of the Department of Defense. Mr. O’Keefe served as a director of J. Ray McDermott from 1995 to 2000, DuPont from 2005 to 2008 and Sensis Corporation from 2005 to 2011. He also serves as a director and Chairman of the Audit Committee of Battelle Memorial Institute, a non-profit research and development organization. He is also Chancellor Emeritus of Louisiana State University. Skills and Qualifications: Senior Level Management Experience: Former Chairman and Chief Executive Officer of Airbus Group, Inc., a global corporate, aerospace, defense and space enterprise Government and Public Policy Experience: Former Presidential appointee - 10th Administrator of the National Aeronautics and Space Administration; Deputy Assistant to President George W. Bush and Deputy Director of the Office of Management and Budget; Secretary of the Navy; Comptroller and Chief Financial Officer of the Department of Defense Major Academic Institution Experience: Former Chancellor of Louisiana State University and A&M College Public Company Governance Experience: Experience as a director in two public companies other than CSC Experience in CSC’s Business Areas: Extensive executive experience in the defense and aerospace sectors Financial Literacy: Former Chief Financial Officer of the Department of Defense and former audit committee member of various public companies

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     Set forth below is a chart of the specific qualifications, attributes, skills and experience of the Board as a whole. While we look to each director or nominee to be knowledgeable in these areas, and “•” indicates that an item is a specific qualification, attribute, skill or experience that the director brings to the Board, the lack of a “•” for a particular item does not mean that the director or nominee does not possess that qualification, attribute, skill or experience:

Professional and Personal Ethics and Values is important given the critical role that ethics plays in the success of our business

•

•

•

•

•

•

•

•

Senior Level Management or Operations Experience signifies strong leadership qualities and an understanding of operating plans and strategies

•

•

•

•

•

•

•

Government and Public Policy Experience is relevant to the Company’s role as a major government contractor

•

•

•

Major Academic Institution Experience brings perspective regarding organizational management and academic research relevant to the Company’s business

•

•

•

Public Company Governance Experience supports our goals of strong accountability, transparency and protection of stockholder interests

•

•

•

•

•

•

•

•

International Business Experience is important in understanding and reviewing our global business and strategy

•

•

•

•

•

•

Experience in CSC’s Business Areas is relevant to an understanding of the industries served by the Company

•

•

•

•

•

•

•

•

Financial Literacy and Expertise is important in understanding and overseeing our financial reporting and internal controls

•

•

•

•

•

•

•

•

Independence is important to insure the effective oversight of management of the Company

•

•

•

•

•

•

•

The Board of Directors recommends a vote FOR each of its eight director nominees.

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CERTAIN LITIGATION

     As previously disclosed, the Company initiated an investigation into out of period adjustments resulting from certain accounting errors in its former Managed Services Sector (MSS) segment, primarily involving accounting irregularities in the Nordic region. Initially, the investigation was conducted by Company personnel, but outside Company counsel and forensic accountants retained by such counsel later assisted in the Company’s investigation. On January 28, 2011, the Company was notified by the SEC’s Division of Enforcement that it had commenced a formal civil investigation relating to these matters, which investigation has been expanded to other matters subsequently identified by the SEC, including matters specified in subpoenas issued to the Company from time to time by the SEC’s Division of Enforcement as well as matters under investigation by the Audit Committee, as further described below. The Company is cooperating in the SEC’s investigation.

     On May 2, 2011, the Audit Committee commenced an independent investigation into the matters relating to the former MSS segment and the Nordic region, matters identified by subpoenas issued by the SEC’s Division of Enforcement, and certain other accounting matters identified by the Audit Committee and retained independent counsel to represent CSC on behalf of, and under the exclusive direction of, the Audit Committee in connection with such independent investigation. Independent counsel retained forensic accountants to assist with their work. Independent counsel also represents CSC on behalf of, and under the exclusive direction of, the Audit Committee in connection with the investigation by the SEC’s Division of Enforcement.

     The Audit Committee’s investigation was expanded to encompass (i) the Company’s operations in Australia, (ii) certain aspects of the Company’s accounting practices within its Americas Outsourcing operation, and (iii) certain of the Company’s accounting practices that involve the percentage-of-completion accounting method, including the Company’s contract with the U.K. National Health Service (NHS). In the course of the Audit Committee’s expanded investigation, accounting errors and irregularities were identified. As a result, certain personnel have been reprimanded, suspended, terminated and/or have resigned. The Audit Committee determined in August 2012 that its independent investigation was complete. The Audit Committee instructed its independent counsel to cooperate with the SEC’s Division of Enforcement by completing production of documents and providing any further information requested by the SEC’s Division of Enforcement.

     In addition to the matters noted above, the SEC’s Division of Enforcement is continuing its investigation involving its concerns with certain of the Company’s prior disclosures and accounting determinations with respect to the Company’s contract with the NHS and the possible impact of such matters on the Company’s financial statements for years prior to the Company’s current fiscal year. The Company and the Audit Committee and its independent counsel are continuing to respond to SEC questions and to cooperate with the SEC’s Division of Enforcement in its investigation of prior disclosures and accounting determinations with respect to the Company’s contract with the NHS. The SEC’s investigative activities are ongoing.

     In addition, the SEC’s Division of Corporation Finance has issued comment letters to the Company requesting, among other things, additional information regarding its previously disclosed adjustments in connection with the above-referenced accounting errors, the Company’s conclusions relating to the materiality of such adjustments, and the Company’s analysis of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting. The SEC’s Division of Corporation Finance’s comment letter process is ongoing, and the Company is continuing to cooperate with that process.

     The investigation being conducted by the SEC’s Division of Enforcement and the review of the Company’s financial disclosures by the SEC’s Division of Corporation Finance are continuing and could identify other accounting errors, irregularities or other areas of review. As a result, we have incurred and may continue to incur significant legal and accounting expenditures. As the Company previously disclosed, certain of its non-U.S. employees and certain of its former employees, including certain former executives in the United States, have received Wells notices from the SEC’s Division of Enforcement in connection with its ongoing investigation of the Company. The Company received a Wells notice from the SEC’s Division of Enforcement

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on December 11, 2013. A Wells notice is not a formal allegation or a finding of wrongdoing; it is a preliminary determination by the SEC Enforcement Staff to recommend that the Commission file a civil enforcement action or administrative proceeding against the recipient. Under SEC procedures, a recipient of a Wells notice has an opportunity to respond in the form of a Wells submission that seeks to persuade the Commission that such an action should not be brought. The Company has been availing itself of the Wells process by making a Wells submission to explain its views concerning such matters, which are aided by the Company Audit Committee’s independent investigation and certain expert opinions of outside professionals. The Company made such a submission on January 14, 2014 and a supplemental submission on April 9, 2014. The Company, through outside counsel, has been in continuing discussions with the SEC Enforcement Staff concerning a potential resolution of the staff’s investigation involving the Company. However, to date those discussions have not resulted in a resolution. The Company is unable to estimate with confidence or certainty how long the SEC process will last or its ultimate outcome, including whether the Company will reach a settlement with the SEC and, if so, the amount of any related monetary fine and other possible remedies. In addition, the Company is unable to predict the timing of the completion of the SEC’s Division of Corporation Finance’s review of its financial disclosures or the outcome of such review. Publicity surrounding the foregoing or any enforcement action as a result of the SEC’s investigation, even if ultimately resolved favorably for CSC, could have an adverse impact on the Company’s reputation, business, financial condition, results of operations or cash flows.

     During Fiscal 2014, we concluded all the litigation described below.

     Between June 3, 2011, and July 21, 2011, four putative class action complaints were filed in the United States District Court for the Eastern District of Virginia, entitled City of Roseville Employee’s Retirement System v. Computer Sciences Corporation, et al. (No. 1:11-cv-00610-TSE-IDD), Murphy v. Computer Sciences Corporation, et al. (No. 1:11-cv-00636-TSE-IDD), Kramer v. Computer Sciences Corporation, et al. (No. 1:11-cv-00751-TSE-IDD) and Goldman v. Computer Sciences Corporation, et al. (No. 1:11-cv-777-TSE-IDD). On August 29, 2011, the four actions were consolidated as In re Computer Sciences Corporation Securities Litigation (No. 1:11-cv-610-TSE-IDD) and Ontario Teachers’ Pension Plan Board was appointed lead plaintiff. A consolidated class action complaint was filed by plaintiff on September 26, 2011, and names as defendants CSC, Michael W. Laphen, Michael J. Mancuso and Donald G. DeBuck. A corrected complaint was filed on October 19, 2011. The complaint alleges violations of the federal securities laws in connection with alleged misrepresentations and omissions regarding the business and operations of the Company. Specifically, the allegations arise from the Company’s disclosure of the Company’s investigation into certain accounting irregularities in the Nordic region and its disclosure regarding the status of the Company’s agreement with the NHS. Among other things, the plaintiff sought unspecified monetary damages. The plaintiff filed a motion for class certification with the court on September 22, 2011, and the defendants filed a motion to dismiss on October 18, 2011. A hearing was held on November 4, 2011. On August 29, 2012, the court issued a Memorandum Opinion and Order granting in part and denying in part the motion to dismiss. The court granted the motion to dismiss with respect to the plaintiff’s claims in connection with alleged misrepresentations and omissions concerning the Company’s operations in the Nordic Region. The court granted in part and denied in part the motion to dismiss with respect to the plaintiff’s claims in connection with alleged misrepresentations and omissions concerning the Company’s internal controls and the Company’s contract with the NHS. The court also granted the plaintiff leave to amend its complaint by September 12, 2012, and maintained the stay of discovery until the sufficiency of the amended complaint had been decided. The court further denied plaintiff’s motion for class certification without prejudice. On September 12, 2012, the plaintiff filed a notice advising the Court that it had determined not to amend its complaint and renewed its motion for class certification. On September 21, 2012, the court issued an Order setting the hearing on the motion for class certification for October 12, 2012, directing the parties to complete discovery by January 11, 2013 and scheduling the final pretrial conference for January 17, 2013. On October 9, 2012, the defendants filed their answer to the plaintiff’s complaint. On October 12, 2012, the hearing on the motion for class certification was rescheduled to November 1, 2012. On October 31, 2012, the parties filed a joint motion with the court requesting that the hearing on the motion for class certification be rescheduled to a later date. On November 1, 2012, the court issued an order setting the hearing for class certification for November 15, 2012. On November 30, 2012, the court granted plaintiff’s motion for class certification. On December 14, 2012, defendants filed with the

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Fourth Circuit a petition for permission to appeal the class certification order pursuant to Federal Rule of Civil Procedure 23(f). Plaintiff’s response to the petition was filed on February 20, 2013. On March 5, 2013, the Fourth Circuit denied the petition for permission to appeal the class certification order. On December 14, 2012, the court issued an order extending the expert discovery deadline to February 25, 2013. On December 20, 2012, the court issued an order extending the fact discovery deadline to February 11, 2013 and the expert discovery deadline to March 25, 2013. On January 13, 2013, the court issued an order extending the expert discovery deadline to April 1, 2013. Motions for summary judgment were filed on March 18, 2013. On May 15, 2013, the Company entered into a stipulation and agreement of settlement with the lead plaintiff to settle all claims in the lawsuit for $97.5 million, which was accrued for as of March 29, 2013 and included in accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet. As of March 29, 2013, the Company has also recorded a receivable of $45 million, which represents the amount recoverable under the Company’s corporate insurance policies, and is included in receivables on the Company’s Consolidated Balance Sheet. The amounts due from the insurance companies were received during Fiscal 2014. The agreement was subject to approval by the court. On May 24, 2013, the Court entered a Preliminary Approval Order Providing for Notice and Hearing in Connection with Proposed Class Action Settlement. On September 19, 2013, a Settlement Hearing was held before the Court. On September 20, 2013, the Court entered a Final Order and Judgment, which, among other things, approved the Settlement in all respects.

     On September 13, 2011, a shareholder derivative action entitled Che Wu Hung v. Michael W. Laphen, et al. (CL 2011 13376) was filed in Circuit Court of Fairfax County, Virginia, against Michael W. Laphen, Michael J. Mancuso, the members of the Audit Committee and the Company as a nominal defendant asserting claims for breach of fiduciary duty and contribution and indemnification relating to alleged failure by the defendants to disclose accounting and financial irregularities in the MSS segment, primarily in the Nordic region, and the Company’s performance under the NHS agreement and alleged failure to maintain effective internal controls. The plaintiff sought damages, injunctive relief and attorneys’ fees and costs. On October 24, 2011, the defendants removed the action to the United States District Court for the Eastern District of Virginia. On November 23, 2011, the plaintiff filed a motion to remand the case to state court. Argument was held on December 15, 2011. During argument the plaintiff voluntarily dismissed his complaint without prejudice to refiling the action in state court. The Court granted the plaintiff’s request, dismissed the complaint without prejudice and denied the motion to remand as moot. On December 22, 2011, the plaintiff refiled his complaint in Circuit Court of Fairfax County, Virginia in a shareholder derivative action entitled Che Wu Hung v. Michael W. Laphen, et al. (CL 2011 18046). Named as defendants are Michael W. Laphen, Michael J. Mancuso, the members of the Audit Committee and the Company as a nominal defendant. The complaint asserts claims for (i) breach of fiduciary duty relating to alleged failure by the defendants to disclose accounting and financial irregularities in the MSS segment, primarily in the Nordic region, the Company’s performance under the NHS agreement and alleged failure to maintain effective internal controls and (ii) corporate waste. The plaintiff sought damages, injunctive relief and attorneys’ fees and costs. On April 6, 2012, the state court stayed the action until the earlier of (i) entry of an order on the pending motion to dismiss In re Computer Sciences Corporation Securities Litigation (No. 1:11-cv-610-TSE-IDD) or (ii) July 5, 2012. On July 20, 2012, the state court renewed the stay until the earlier of (i) entry of an order on the pending motion to dismiss in In re Computer Sciences Corporation Securities Litigation or (ii) October 18, 2012. The stay expired on August 30, 2012 with the entry of the court’s order in In re Computer Sciences Corporation Securities Litigation. On October 19, 2012, upon the joint motion of the parties, the state court issued an order staying the action while discovery proceeded in In re Computer Sciences Corporation Securities Litigation. The order required defendants to provide to the plaintiff certain of the discovery produced in the federal action. On May 10, 2013, the court continued the stay to May 31, 2013 upon joint motion of the parties. On June 1, 2013, the parties filed a joint motion to continue the stay. On June 28, 2013, the court denied the joint motion to continue the stay and set the matter for trial on January 6, 2014. On August 9, 2013, the plaintiff filed an amended complaint, which named as defendants Messrs. Laphen and Mancuso, members of the Company’s Board of Directors and the Company as a nominal defendant. On August 23, 2013, the parties, as well as the parties to the Bainto and Himmel cases, entered into a stipulation of settlement, which, if

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approved by the court, would require CSC to implement or maintain corporate governance reforms and pay to plaintiffs’ counsel an attorney fee and expense amount of $2 million and would release the claims asserted in the Hung, Bainto, Himmel and Morefield cases. The settlement was subject to approval by the Nevada state court. In accordance with the terms of the stipulation of settlement, on August 28, 2013, the plaintiff filed a motion for nonsuit, which was entered by the Virginia state court on September 11, 2013. On September 27, 2013, the Nevada state court entered an Order Preliminarily Approving Derivative Settlement and Providing for Notice. The Order scheduled a Settlement Hearing for November 6, 2013. On November 6, 2013, the Nevada state court entered a Final Judgment and Order of Dismissal with Prejudice, which, among other things, approved the settlement in all respects.

     On May 11, 2012, a separate shareholder derivative action entitled Judy Bainto v. Michael W. Laphen et al. (No. A-12-661695-C), was filed in District Court, Clark County, Nevada, against Messrs. Laphen and Mancuso, members of the Company’s Board of Directors and the Company as a nominal defendant. The complaint is substantively similar to the second Hung complaint. On or about August 1, 2012, the court granted the parties’ joint motion to extend the time for defendants to respond to the complaint to sixty days after the United States District Court for the Eastern District of Virginia’s entry of an order on the pending motion to dismiss the complaint in In re Computer Sciences Corporation Securities Litigation. On September 5, 2012, Defendants notified the court of the Eastern District of Virginia’s ruling in In re Computer Sciences Corporation Securities Litigation. On September 11, 2012, the parties filed a joint status report proposing a schedule for the filing of an amended complaint by plaintiff and for motion to dismiss briefing. Plaintiff filed an amended complaint on September 28, 2012. Upon stipulation of the parties, the court consolidated the Bainto case and Himmel case (described below) and deemed the amended complaint filed in Bainto the operative complaint. In addition, on November 8, 2012, upon joint motion of the parties, the court issued an order staying the action while discovery proceeded in In re Computer Sciences Corporation Securities Litigation. The order required Defendants to provide to the Plaintiffs certain of the discovery produced in the federal action. On August 23, 2013, the parties, as well as the parties to the Hung and Himmel cases, entered into a stipulation of settlement, which, if approved by the court, would require CSC to implement or maintain corporate governance reforms and pay to plaintiffs’ counsel an attorney fee and expense amount of $2 million and would release the claims asserted in the Hung, Bainto, Himmel and Morefield cases. The settlement was subject to approval by the Nevada state court. On September 27, 2013, the Nevada state court entered an Order Preliminarily Approving Derivative Settlement and Providing for Notice. The Order scheduled a Settlement Hearing for November 6, 2013. On November 6, 2013, the Nevada state court entered a Final Judgment and Order of Dismissal with Prejudice, which, among other things, approved the settlement in all respects.

     On October 16, 2012, a separate shareholder derivative action entitled Daniel Himmel v. Michael W. Laphen et al. (No. A-12-670190-C), was filed in District Court, Clark County, Nevada, against Messrs. Laphen and Mancuso, members of the Company’s Board of Directors and the Company as a nominal defendant. The Himmel complaint is substantively similar to the Bainto complaint, but included a claim for unjust enrichment and sought additional injunctive relief. Upon stipulation of the parties, the court consolidated the Bainto case (described above) and the Himmel case and deemed the amended complaint filed in Bainto the operative complaint. In addition, on November 8, 2012, upon joint motion of the parties, the court issued an order staying the action while discovery proceeded in In re Computer Sciences Corporation Securities Litigation. The order required Defendants to provide to the Plaintiffs certain of the discovery produced in the federal action. On August 23, 2013, the parties, as well as the parties to the Hung and Bainto cases, entered into a stipulation of settlement, which, if approved by the court, would require CSC to implement or maintain corporate governance reforms and pay to plaintiffs’ counsel an attorney fee and expense amount of $2 million and would release the claims asserted in the Hung, Bainto, Himmel and Morefield cases. The settlement was subject to approval by the Nevada state court. On September 27, 2013, the Nevada state court entered an Order Preliminarily Approving Derivative Settlement and Providing for Notice. The Order scheduled a Settlement Hearing for November 6, 2013. On November 6, 2013, the Nevada state court entered a Final Judgment and Order of Dismissal with Prejudice, which, among other things, approved the settlement in all respects.

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     On December 20, 2012, a separate shareholder derivative complaint entitled Shirley Morefield v Irving W. Bailey, II, et al, (Case No. 1:120V1468GBL/TCB) was filed in the United States District Court for the Eastern District of Virginia. The complaint names certain of CSC’s current and former directors and officers as defendants and the Company as a nominal defendant. The complaint is similar to the Hung complaint but asserts only a claim for breach of fiduciary duty and alleges that the plaintiff made a demand on the CSC Board prior to commencing suit and that such demand was refused. Motions to dismiss were filed on March 18, 2013. On April 8, 2013, Plaintiff filed an amended complaint. Motions to dismiss the amended complaint were filed on April 17, 2013 and were heard on May 10, 2013. On August 7, 2013, the court granted the motions to dismiss with prejudice and entered judgment in favor of the defendants. On or about August 26, 2013, Plaintiff filed a Notice of Appeal to the United States Court of Appeals for the Fourth Circuit. On October 6, 2013, the parties reached an agreement to resolve the appeal. Plaintiff agreed to dismiss her appeal upon approval of the settlement in the Hung, Bainto and Himmel matters and agreed that, upon final approval of that settlement, her claims shall be released, fully, finally and forever. CSC agreed to pay to Plaintiff’s counsel an attorney fee and expense amount of $195,000. On November 6, 2013, the Nevada state court entered a Final Judgment and Order of Dismissal with Prejudice, which, among other things, approved the settlement of the Hung, Bainto and Himmel matters in all respects. Plaintiff’s appeal was dismissed on November 8, 2013.

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STOCK OWNERSHIP

     The following table provides information on Common Stock beneficially owned as of June 16, 2014, by:

• each person or group believed by the Company to own beneficially more than 5% of the outstanding Common Stock;
• each of the five executive officers named in the Summary Compensation Table under “Executive Compensation,” appearing further below in this proxy statement (the “Named Executive Officers” or the “NEOs”);
• each of the current directors of the Company; and
• all executive officers and directors, as a group.

       Unless otherwise indicated, each person or group has sole voting and investment power with respect to all shares beneficially owned.

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AUDIT COMMITTEE REPORT

     The Audit Committee reviewed and discussed with management and Deloitte & Touche LLP, the Company’s independent auditors, the Company’s audited financial statements for the Fiscal Year ended March 28, 2014, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and Deloitte & Touche LLP’s evaluation of the Company’s internal control over financial reporting. The Audit Committee also discussed with the independent auditors the materials required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended and adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. In addition, the Audit Committee received from Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the PCAOB, and discussed with them their independence.

     Based on such review and discussions, the Audit Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the Fiscal Year ended March 28, 2014 for filing with the SEC.

     The Audit Committee also appointed Deloitte & Touche LLP as the Company’s independent auditors for the Fiscal Year ending April 3, 2015, and recommended to the Board of Directors that such appointment be submitted to the Company’s stockholders for ratification.

Lawrence A. Zimmerman, Chair
David J. Barram
Rodney F. Chase, ex-officio
Brian P. MacDonald

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EXECUTIVE COMPENSATION

     The Compensation Discussion and Analysis set forth below discusses the Company’s executive compensation programs and policies. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

     The Compensation Committee (the “Committee”) and our Board of Directors are responsible for our executive compensation philosophy and program, which are described in this Compensation Discussion and Analysis (the “CD&A”). The CD&A also describes our Fiscal 2014 compensation decisions and the factors we considered in making those decisions. The CD&A focuses on the compensation of our Fiscal 2014 Named Executive Officers (“NEOs”):

• J. Michael Lawrie, President and Chief Executive Officer
   
• Paul N. Saleh, Executive Vice President and Chief Financial Officer
   
• Gary M. Budzinski, Executive Vice President and General Manager, Global Infrastructure Services
   
• William L. Deckelman, Jr., Executive Vice President and General Counsel
   
• David W. Zolet, Executive Vice President and General Manager, North American Public Sector

Approval of the Company’s Fiscal 2013 Executive Compensation on an Advisory Basis

     At our most recent annual meeting of stockholders, held on August 13, 2013, approximately 93% of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter cast (excluding broker non-votes) voted on an advisory basis to approve our executive compensation program for the fiscal year ended March 29, 2013 (“Fiscal 2013”), an increase of 11 percentage points in the approval rate as compared to 2012. The Committee took into account the results of this advisory vote in making the changes to the Fiscal 2014 executive compensation program described below.

Fiscal 2014 Executive Compensation Programs

     Our executive compensation programs are designed to reflect our “pay for performance” philosophy and provide our executives with appropriate incentives to manage the Company in the stockholders’ interests. The Committee reviews our compensation policies and practices each year to ensure that the programs provide our executives with an appropriate mix of market-competitive compensation opportunities.

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     As explained in more detail below, the Committee considered a number of factors in setting Fiscal 2014 compensation opportunities for our NEOs, with an emphasis on continuation of the transformation that was begun by Mr. Lawrie and his senior management team in Fiscal 2013. Consistent with that strategy, the Committee generally maintained the focus on increasing profitability and stockholder value:

• Adjustment to Payout Scale in Annual Incentive Compensation Plan: To motivate and reward extraordinary performance, reflect market practice and provide a consistent framework for all of our executives, we realigned the pay scale under our annual cash incentive program to provide a maximum potential payout and funding factor of 200% of target at 135% achievement of our corporate operating income goal (instead of a maximum payout and funding factor of 150% of target at 120% achievement of our corporate operating income goal) for all of our NEOs.
   
• Modification of Post-Retirement Provisions for Long Term Incentive Awards: To align with market practice, we reduced the post-retirement age exercise provision for our Fiscal 2014 option grants to three years from five years and changed the retirement age vesting for our Fiscal 2014 PSU grants to pro-rata vesting instead of full vesting.
   
• Elimination of Remaining 280G Excise Tax Gross-Ups: We eliminated the 280G excise tax gross-up provision in the two remaining legacy executive change-in-control agreements that still had an excise tax gross-up provision. Neither of the affected executives was an NEO for Fiscal 2014, and both of the executives have since left the Company. None of our NEOs or other executive officers are entitled to a 280G excise tax gross-up.
   
• Standardization of Share Ownership Guidelines: To align with market practice, we revised the share ownership guidelines for our NEOs in Fiscal 2014 to standardize the level of ownership for all NEOs other than Mr. Lawrie at 300% of the NEO’s annual base salary. Mr. Lawrie’s ownership level remains at 700% of his annual base salary. Unvested PSUs will no longer count toward the ownership guidelines, and the prior five-year deadline to comply with the guidelines has been replaced with a requirement that an executive retain between 50% to 70% (depending on the executive’s level) of the net shares acquired from PSU, stock option and other Long Term Incentive awards until the guidelines have been met.

     The Committee also reviewed a company-wide risk assessment of compensation programs, which revealed no material risks that may adversely affect the Company. See “Corporate Governance – Compensation and Risk” above for details.

     Pearl Meyer & Partners (“PM&P”) continued to serve as the Committee’s independent compensation consultant in Fiscal 2014. In addition to advising the Committee on general executive compensation pay practices, PM&P was instrumental in reviewing the peer group of companies used by the Committee to assess the competitiveness of our executive pay levels and practices. As explained in greater detail below, the Committee acted in October 2013 to alter the Company’s peer group by removing Dell Inc. (which went private on October 29, 2013) and Science Applications International Corp. (which split into two separate publicly traded companies on September 30, 2013). All other peers were retained and no new peers were added, resulting in a revised peer group of 18 companies, including 14 within a comparable size range of CSC and with median revenue for these 14 size-relevant peer companies of approximately $13.1 billion, compared to our revenues of approximately $13 billion for Fiscal 2014. Although we feel it is important to include substantially larger companies by revenue such as Internal Business Machines Corp. and Hewlett Packard Co. in our peer group because we compete with those companies for executive talent, the Committee ensures that for compensation assessment purposes, pay data for corporate officers at these companies is adjusted via revenue regression to negate the impact of their larger size.

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Fiscal 2014 Executive Compensation and Pay for Performance

     The Company’s strong financial performance in Fiscal 2014 reflects the continuing success of the transformation implemented by Mr. Lawrie and his senior leadership team. Significant achievements include:

• Total shareholder return was 24% for Fiscal 2014 which ranks 13th among the 18 companies in our peer group. From the time that Mr. Lawrie joined CSC as CEO (on March 19, 2012) through the end of Fiscal 2014, CSC’s total shareholder return was 100%, which ranks 5th among our 18 peers.
   
• Market capitalization increased 19% during Fiscal 2014 from $7.4 billion to $8.8 billion.
   
• In Fiscal 2014, CSC achieved a ratings upgrade. S&P and Fitch, two of the three major rating agencies that rate the Company’s debt, took ratings actions. S&P raised its underlying rating from BBB to BBB+ with no change to the outlook assessment of “stable.” Fitch raised its outlook from “stable” to “positive.”
   
• CSC formed strategic alliances with HCL Technologies in the application modernization area, Amazon Web Services in cloud computing, AT&T in cloud and networks and SAP in banking.
   
• CSC completed the strategic acquisition of Infochimps, Inc. to provide “as a service” big data platforms and ServiceMesh, Inc. to help customers integrate multivendor clouds.
   
• CSC returned $623 million to stockholders in Fiscal 2014, including $118 million in declared dividends and $505 million in share repurchases.
   
• The move to “next gen” skills advanced with new leadership in the areas of cloud and big data.
   
• Client satisfaction, as measured by a survey conducted by an independent third party, increased substantially over Fiscal 2013 scores.
   
• Mr. Lawrie and his leadership team have established a global set of CLEAR (Client-focused, Leadership, Execution excellence, Aspiration and Results) values to drive a strong performance culture. Through these values, we have emphasized a return to profitability by demonstrating fiscal responsibility and aligning the executive team to this one overriding goal.

     By design, compensation paid to our NEOs reflects the strong financial performance of the Company, including the above accomplishments for the fiscal year. Highlights of the strong tie between pay and performance include the following:

• Annual Cash Incentive Payments: Two of our NEOs (including Mr. Lawrie) received annual cash incentive awards in amounts that exceeded target. See “Annual Incentive Compensation Plan: Fiscal 2014 Results” below for details.
   
• 2013 and 2014 Performance Share Units Partially Vested: Based on the Fiscal 2014 diluted Earnings Per Share from continuing operations of $4.01 (compared to $3.09 for Fiscal 2013), 25% of the Fiscal 2014 target Performance Share Units and an additional 25% of the Fiscal 2013 target Performance Share Units vested after the end of Fiscal 2014. See “Long-Term Incentive Compensation – Performance Share Units” below for details.
   
• CEO Performance-Based Inducement Equity Award Fully Vested: Sustained increases in the trading price of the Company’s common stock since Mr. Lawrie had joined CSC as President and CEO on March 19, 2012 have resulted in the full vesting of performance-vesting inducement RSUs awarded to Mr. Lawrie when he joined CSC. These RSUs were designed to vest in separate tranches if the average closing price over any 30 consecutive trading day period commencing on

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or after the April 16, 2012 grant date equals or exceeds 20%, 40%, 60% and 80% percentage increases over a “base price” of $28.32 (i.e., 3-month average closing CSC stock price prior to Mr. Lawrie joining CSC as CEO and President on March 19, 2012). 75% of these performance-vested RSUs vested during Fiscal 2013 and the remaining 25% vested during Fiscal 2014. See “Long-Term Incentive Compensation – CEO Inducement Equity Award” below for details.

Total Direct Compensation

     The following chart summarizes the characteristics and primary purpose of each element of our executive compensation program. The first three of these elements comprise “Total Direct Compensation.”

     The Committee makes decisions regarding each element of Total Direct Compensation. Because our focus is on performance, the Committee does not consider aggregate amounts earned or benefits accumulated by an executive from prior service with the Company as a significant factor in making compensation decisions. To assess the competitiveness of the Total Direct Compensation opportunity and each of its components (base salary, annual cash incentives, and long-term incentives) for our CEO and other NEOs, these components are

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compared to the market median for similarly situated executives in companies against which we compete for executive talent. Please see “Compensation Framework – Review of Market Compensation Data” below for a discussion of our peer group and other data used to assess the competitive market.

     The market competitiveness of our pay opportunities is just one factor that the Committee reviews in evaluating our executive compensation programs. Additional factors may include the Company’s performance (including its transformation strategy and management performance in executing that strategy) and individual factors such as an employee’s level of responsibility, experience, succession prospects and individual performance.

     Mr. Lawrie’s Employment Agreement. Mr. Lawrie joined CSC in March 2012, and his annual compensation opportunity is governed by his employment agreement. Pursuant to the employment agreement, we agreed to employ Mr. Lawrie as our President and Chief Executive Officer through March 31, 2017 at a minimum annual base salary of $1,250,000 and an annual bonus with a target opportunity of 150% of base salary and a maximum amount of 300% of base salary. In respect of each fiscal year which commences during the term of his employment agreement, Mr. Lawrie also will receive time-vesting stock options with an aggregate value equal to 280% of base salary and performance share units with an aggregate value of 420% of base salary, in each case on terms and conditions that are generally consistent with those applicable to awards granted to other senior executive officers of the Company. The employment agreement also provides for the one-time equity inducement award and severance benefits described below. Finally, Mr. Lawrie generally is eligible to participate in the Company’s employee benefits plans on the same basis as all other executives. Mr. Lawrie reports directly to the Board of Directors, and his salary and target incentive opportunity are subject to annual review and increase by the Board.

Base Salary

     General. Base salary is the only fixed component of our NEOs’ compensation and constitutes a small percentage of Total Direct Compensation. Base salary is determined by the level of responsibility assumed by an executive, experience, performance and competitive pay practices. Base salary adjustment decisions also consider promotions, changes in responsibilities, performance, succession prospects, Company merit pay budgets and market trends. At the beginning of each fiscal year, the Committee reviews the base salary for each NEO and determines base salary adjustments, if any. The Committee considers how base salary adjustments affect annual cash incentive opportunities and long-term incentive grant values, as both are defined as a percentage of base salary.

     Fiscal 2014 Compensation. Other than Mr. Zolet, none of our NEOs’ base salaries changed during Fiscal 2014. Mr. Zolet’s base salary was increased from $475,000 to $550,000 on June 22, 2013, in order to bring his base salary (which was previously below the market 25th percentile level) closer to the market median level.

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     The following table presents the Fiscal 2014 annualized base salary for each of our NEOs and the percentage this base salary represents in target Total Direct Compensation.

Annual Incentive Compensation Plan

     The Employee Incentive Compensation Plan (“EICP”) is an annual discretionary bonus plan, which is designed to take into account a variety of factors, including Company financial performance, the performance of an NEO’s business unit, the NEO’s contribution to the achievement of the Company’s strategic objectives, the NEO’s individual performance, the NEO’s adherence to “CLEAR” values, and client satisfaction. Awards under the EICP therefore are directly linked to Company and individual performance.

     Target EICP Awards. For Fiscal 2014, the Committee established a target award percentage for each NEO, representing a percentage of base salary, and an associated target award value. Each NEO’s target award value was established in consideration of market practices, individual scope of responsibility and expected contribution. The table below reflects the Fiscal 2014 target award percentage, the corresponding target award value, and the target award value as a percentage of target Total Direct Compensation. For Fiscal 2014, the Committee maintained the same target award opportunities as in Fiscal 2013 for all of the NEOs, other than for Mr. Zolet, whose target award opportunity was reduced from 110% to 100% of base salary.

     Performance Measures. For Fiscal 2014, the Committee linked the EICP compensation of the NEOs to the following performance measures: Operating Income, Cash Flow and Revenue. The Committee also extended the payout scale to a maximum potential payout of 200% of target for all of the NEOs other than Mr. Lawrie (who was already eligible for a maximum 200% payout). An executive officer’s earned EICP award, subject to discretionary modification for individual performance within a range of plus or minus 20%

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of the calculated award, is determined by the Company’s performance relative to targeted financial goals and strategic objectives, which are further described below. Importantly, the Committee included client satisfaction as a performance measure to help foster a client-focused, metric-driven culture within the Company.

     In order to emphasize profitability in Fiscal 2014, the Committee determined that the Company must achieve at least 80% of its corporate Operating Income target (described below) before any incentive payments will be made under the EICP to our NEOs. Once this threshold level of funding is achieved, a “funding factor” is then applied to the financial category of performance measures to adjust EICP funding associated with the financial measures based on the level of corporate Operating Income performance achieved, up to a maximum of 200%.

     Fiscal 2014 Financial Targets. All NEOs are measured against corporate financial performance and applicable business unit performance. Management recommended specific targets for financial measures, which were reviewed by the Committee. The Board provided final approval (subject to certain adjustments). The table below describes the financial measures used in determining EICP awards for Fiscal 2014 for the NEOs adjusted for certain items, including certain divestitures and discontinued operations during the year:

     Fiscal 2014 Strategic Objectives. Management also recommended a set of strategic objectives for review by the Committee and approval by the Board. These objectives were intended to emphasize critical components of the Company’s transformation strategy, including a cost takeout program, rationalizing the business around certain core segments, improving operating margins, improving cash flow, improving profitability, advancing the Company’s strategy to provide “next gen” services through leveraging CSC’s capabilities with strategic partners, completing strategic acquisitions, enhancing the skill sets of employees through new leadership and training, returning cash to stockholders and improving client satisfaction. These broad strategic objectives were then translated into specific strategic goals for each of the NEOs.

     For the customer satisfaction performance measure for Fiscal 2014, the Committee established the customer responses to its Fiscal 2013 survey as a baseline, and set improvement goals over that baseline for the Company as a whole and for the business units. We use the Net Promoter Score system to evaluate customer satisfaction. For Fiscal 2014, the Committee set an improvement goal of 2.5 points over the Fiscal 2013 baseline for corporate performance and an improvement goal of 2.0 points over the Fiscal 2013 baseline for the North American Public Sector. No payouts of the customer satisfaction component are made unless at least 50% of our solicited customers respond to the survey.

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     Assessing Fiscal 2014 Performance. For Fiscal 2014, the Committee established the following scale of “performance payout percentages” to assess the Company’s performance against the financial targets described above, including for purposes of determining the EICP funding factor applicable to the financial performance measures. This scale applies to all NEOs, extending to a maximum of 200% for achievement levels at or above 135% of target.

Fiscal 2014 EICP Payout Scale on Financial Achievement

     Special rules apply for executives subject to Section 162(m) of the Internal Revenue Code. The Committee established a separate performance target applicable only to these executives. This “162(m) performance target” for Fiscal 2014 required that the Company achieve 80% of its corporate Operating Income target for the year. If this target is achieved, each executive subject to Section 162(m) of the Internal Revenue Code becomes eligible to receive an incentive payment based on the maximum applicable performance payout percentage (i.e., 200%) and the maximum funding factor (i.e., 200%). However, the Committee has retained “negative discretion” to reduce the executive’s incentive payment based on performance.

     With regard to the strategic objectives assigned to each executive, performance payout percentages range from 0% if the executive fails to meet these objectives, to 150% if the executive significantly surpasses these objectives. For client satisfaction, a value of 100% is assigned if the client satisfaction goals are met and a value of 0% is assigned if the goals are not met.

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Annual Incentive Compensation Plan: Fiscal 2014 Results

     Company Financial Performance. At the end of Fiscal 2014, the Committee reviewed the Company’s financial performance against the applicable performance measures. The targets shown below were adjusted pursuant to the terms of the EICP for special items, including divestitures, discontinued operations, and the impact of a reversal of contingent consideration associated with the acquisition of ServiceMesh, Inc. The Operating Income performance target is based on internal stretch targets for the businesses and is adjusted to reflect restructuring and investments made in the business during the fiscal year.

     Client Satisfaction Survey Results. Client satisfaction was measured and verified by an independent consultant retained by the Company specifically for this purpose. A pool of client accounts was identified and surveyed. Feedback was received from 57% of the Company’s corporate clients and 68% of clients in the North American Public Sector. Based on these results, it was determined that 100% of both the Corporate and North American Public Sector client satisfaction targets for Fiscal 2014 were achieved.

     Individual Performance. Following the end of Fiscal 2014, Mr. Lawrie reviewed with the Committee each NEO’s performance against the specific strategic goals assigned to the NEO, as well as the overall individual performance of each NEO (other than himself) as measured against the Company’s CLEAR (Client-focused, Leadership, Execution Excellence, Aspiration and Results) values. Based on this assessment, Mr. Lawrie recommended EICP payout amounts for the other NEOs, which were reviewed and approved by the Committee. These payouts included the following adjustments for individual performance: for Mr. Saleh, the maximum increase of 20% due to his leadership of the successful continuation of the Company’s transformation, especially the financial transformation; for Mr. Zolet, an increase of 10% due to the North American Public Sector’s performance during Fiscal 2014, despite the headwinds presented by federal government spending; and for Mr. Budzinski, a reduction of 20%, due to the performance of the Company’s Global Commercial sector. The Committee then applied a similar process in evaluating Mr. Lawrie’s individual performance and recommended a specific EICP payout amount for the Board to approve. Mr. Lawrie’s payout reflected the maximum increase of 20% due to his leadership of the successful turnaround of the Company and creating greater shareholder value in Fiscal 2014.

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     Fiscal 2014 EICP Payouts. The results of the Committee’s final determinations, including the actual incentive paid to each executive for Fiscal 2014, are listed below.

Long-Term Incentive Compensation

     General. Long-term incentive (“LTI”) compensation is the largest component of executive compensation for our NEOs. For Fiscal 2014, LTI awards continued to consist of grants of service-vested stock options (“Stock Options”), weighted 40%, and performance-vested restricted stock units (“Performance Share Units”) with a three-year performance cycle, weighted 60%.

     At the beginning of each fiscal year, the Committee establishes a target long-term incentive grant value for each NEO, expressed as a percentage of base salary, and the relative mix of award types. Individual target long-term incentive grant values are determined in light of market practices, and actual award levels reflect individual performance and succession considerations. The Committee follows a similar process for new executives who join the Company during the fiscal year, and annual grants may be prorated for these executives.

     Fiscal 2014 LTI Target Percentage. The following table presents the Fiscal 2014 target long-term incentive grant values, the target LTI percentage and long-term incentives as a percentage of target Total Direct Compensation. Other than for Mr. Zolet, the LTI target opportunities for all of our NEOs were the same in Fiscal 2014 as in Fiscal 2013. Mr. Zolet’s LTI target opportunity was increased from 200% to 250% of his base salary, in order to bring his LTI target opportunity (which was previously below the market 25th percentile level) closer to the market median level.

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     Stock Options. Stock Options (comprising 40% of each NEO’s target LTI award) provide value to executives only if the market value of our common stock appreciates over time. The exercise price for each Stock Option was the closing price of our common stock on the grant date. One-third of the Stock Options vest and become exercisable on each of the first three anniversaries of the grant date.

     Performance Share Units. Performance Share Units (comprising 60% of each NEO’s target LTI award) provide an opportunity for our executives to earn common stock if targeted performance goals are met over a three-year performance period. For Performance Share Units awarded during Fiscal 2013 and 2014, performance is measured based on the Company’s diluted Earnings Per Share from continuing operations (“EPS”). The Committee believes that EPS, aside from being a key measure of stockholder value, serves as the best measure of performance and profitability in light of the Company’s multi-year transformation strategy.

     Performance Share Unit awards are designed with overlapping performance periods. The end of Fiscal 2014 marks the completion of:

• the three-year performance period for Performance Share Units awarded in June 2011 (“Fiscal 2012 PSUs”),
   
• the second year of a three-year performance period for Performance Share Units awarded in May 2012 (“Fiscal 2013 PSUs”), and
   
• the first year of a three-year performance period for Performance Share Units awarded in May 2013 (“Fiscal 2014 PSUs”).

     Fiscal 2014 PSUs. Each NEO was granted a target number of Fiscal 2014 PSUs as set forth in the “Fiscal 2014 Long Term Incentive Awards” table below. Between 0% and 200% of the target Fiscal 2014 PSUs will vest after the end of a three-year performance period (Fiscal 2014 through Fiscal 2016) based on our EPS performance for the last year in the period (Fiscal 2016). The threshold EPS target (at which 50% of the target Fiscal 2014 PSUs will vest) has been set by the Committee at $3.03, subject to adjustment to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, and unusual or infrequently occurring events or transactions.

     The Committee determined that the Fiscal 2014 PSUs should also provide an opportunity for accelerated vesting based on EPS performance in the first and second years of the performance cycle, in order to recruit, retain and motivate progress toward multiyear transformation goals. Accordingly, one quarter of the target PSUs vested after the end of Fiscal 2014 because our EPS of $4.01 exceeded the three-year threshold EPS target of $3.03. If our EPS in Fiscal 2015 equals or exceeds the three-year EPS target at which 75% of the target PSUs would vest, an additional 25% of the target PSUs will vest after the end of Fiscal 2015. Up to 200% of the target PSUs, less any PSUs which received accelerated vesting for Fiscal 2014 or Fiscal 2015, can still vest after the end of Fiscal 2016, subject to EPS performance for Fiscal 2016.

     Fiscal 2013 PSUs. Between 0% and 200% of the target Fiscal 2013 PSUs will also vest after the end of a three-year performance period (Fiscal 2013 through Fiscal 2015) based on our EPS performance for the last year in the period (Fiscal 2015). These PSUs also carry the potential for accelerated vesting of 25% of the target award after years one and two based on our EPS performance for those years. As disclosed in the 2013 Proxy, one quarter of the Fiscal 2013 PSUs vested after the end of Fiscal 2013 due to the fact that our EPS for Fiscal 2013 of $3.09 exceeded the threshold EPS target of $2.07. Similarly, an additional 25% of the Fiscal 2013 PSUs vested after the end of Fiscal 2014 because our EPS for Fiscal 2014 of $4.01 exceeded the 75% EPS target of $2.34. Adjustments were made to the original EPS targets to account for certain large divestitures that occurred during Fiscal 2013 and Fiscal 2014.

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