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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

For the fiscal year ended March 29, 2002

OR

For the transition period from                              to                             

Commission File No.: 1-4850

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

Registrant's telephone number, including area code: (310) 615-0311

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

        As of May 24, 2002 the aggregate market value of stock held by non-affiliates of the Registrant was approximately $8,041,000,000. A total of 171,484,690 shares of common stock was outstanding as of such date.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Registrant's definitive Proxy Statement for its 2002 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after March 29, 2002, are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

PART I

Item 1. Business

INTRODUCTION AND HISTORY

General

        Computer Sciences Corporation ("CSC" or the "Company") is one of the world leaders in the information technology ("I/T") services industry. Since it was founded in 1959, the Company has helped clients use I/T more efficiently in order to improve their operations and profitability and to achieve business results.

        CSC offers a broad array of professional services to clients in the global commercial and government markets and specializes in the application of advanced and complex I/T to achieve its customers' strategic objectives. Its service offerings include I/T and business process outsourcing, systems integration and consulting/professional services.

        Outsourcing involves operating all or a portion of a customer's technology infrastructure, including systems analysis, applications development, network operations, desktop computing and data center management. CSC also provides business process outsourcing, which is the management of a client's non-core business functions, such as claims processing, credit checking, logistics or customer call centers.

        Systems integration encompasses designing, developing, implementing and integrating complete information systems. Consulting/professional services include advising clients on the strategic acquisition and utilization of I/T and on business strategy, security, modeling, simulation, engineering, operations, change management and business process reengineering. During fiscal 2002, approximately 45% of the Company's activities in systems integration/consulting/professional services were delivered by its U.S. federal sector.

        The Company also licenses sophisticated software systems for the healthcare and financial services markets and provides a broad array of end-to-end e-business solutions that meet the needs of large commercial and government clients. The Company focuses on delivering business results by linking business innovation skills with seasoned delivery expertise to provide flexible and scalable solutions. To do so, CSC draws on its vast experience in designing, building and maintaining large, complex, mission-critical systems and applies this knowledge to today's business challenges.

        In addition, CSC does not have exclusive agreements with hardware or software providers and believes that this "vendor neutrality" enables it to better identify and manage solutions specifically tailored to each client's needs.

Major Markets

        CSC provides its services to clients in global commercial industries and to the U.S. federal government.

        CSC has provided I/T services to the U.S. federal government since 1961. In fiscal 1986, when U.S. federal contracts represented 70% of the Company's revenues, CSC decided to devote substantial resources to further develop global commercial business in order to accelerate its growth and take advantage of the competencies gained as a leader in the federal sector. As a result of this strategy, CSC has increased its penetration of the global commercial market and has diversified its business.

        In the global commercial market sector, the Company's service offerings are marketed to clients in a wide array of industries including aerospace/defense; automotive; chemical and energy; consumer goods; financial services; healthcare; manufacturing; media; public sector; retail/distribution; telecommunications; traffic and transportation; travel and hospitality; and utilities.

        Geographically, CSC has major operations throughout North America, Europe and Asia-Pacific.

        During the last three fiscal years, the Company's revenue mix by major markets was as follows:

Fiscal Year 2002 Performance Overview

        During fiscal 2002, CSC announced awards valued at approximately $11.4 billion, including $7.8 billion with the U.S. federal government. These multi-year awards represent the estimated value at contract signing. They cannot be considered firm orders, however, due to their variable attributes, including demand-driven usage, modifications in scope of work due to changing customer requirements, and the annual funding constraints and indefinite delivery/indefinite quantity characteristics of major portions of the Company's U.S. federal activities.

Global Commercial Market: Highlights

        Within the global commercial market, there were several significant awards to CSC.

        CSC's largest commercial award during fiscal 2002 was the 5 year, $1.1 billion extension of the Company's existing I/T outsourcing agreement with United Technologies Corporation ("UTC"), bringing the total value of the master outsourcing agreement to $3.7 billion over 15 years. The master agreement calls for the Company to manage the I/T infrastructure for several UTC business units, including Pratt & Whitney, Otis Elevator, Carrier Corporation and Sikorsky Aircraft.

        Gulfstream Aerospace Corporation, a wholly owned subsidiary of long-time CSC client General Dynamics, entered into a $510 million, 10 year I/T outsourcing agreement with CSC. The Company is responsible for mainframe, midrange and desktop computer operations as well as development and maintenance of all applications software.

        Schroders Bank, a leading independent asset management company, and CSC signed a 7 year, $240 million I/T outsourcing contract which calls for CSC to manage infrastructure and application services, including desktop and midrange computing, help desk, voice services and certain applications development and support.

        CSC signed a 10 year, $300 million contract to provide a broad range of I/T consulting and outsourcing services to Educational Testing Service ("ETS"). Under the terms of the agreement, the Company will provide technology consulting and applications and infrastructure outsourcing services to all ETS sites.

        The Company continued to strengthen and expand its relationship with BAE SYSTEMS through a $102 million, 5 year outsourcing arrangement, adding scope and duration to an existing contract. CSC will now manage the I/T infrastructure for BAE SYSTEMS Information & Electronic Warfare Systems business unit in North America. CSC will manage the full range of I/T operations from midrange and desktop computers, to wide and local area networking, Internet services, help-desk and procurement support.

        Adding to the Company's relationship with Nortel Networks, CSC was awarded a 6 year, $70 million contract to provide and manage a full range of IT operations for Nortel Networks Germany, including

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midrange and desktop computers, wide and local area networking, internet services, applications development and support, help desk and procurement support.

U.S. Federal Government Market: Highlights

        The Company provides a broad array of services to the U.S. federal government, ranging from traditional systems integration and outsourcing to advanced technical undertakings and complex project management. CSC has extensive experience in the development of software for mission-critical systems for defense and civil agency applications, and also provides systems engineering and technical assistance in network management, satellite communications, intelligence, aerospace, logistics, and related high-technology fields.

        There were several significant awards to CSC during fiscal 2002 from within the U.S. federal government.

        The Eagle Alliance, a CSC-led joint venture, was awarded a contract by an agency of the U.S. intelligence community with a potential 10 year duration and potential value in excess of $5 billion. The Alliance, of which CSC is the managing partner, will provide secure and non-secure telephony and network services, distributed computing services, and enterprise and security management of the non-mission I/T infrastructure at several locations. This agreement represents CSC's largest federal award for the fiscal year.

        Continuing CSC's 26 year relationship, the U.S. Army Space and Missile Defense Command has selected CSC, along with several other companies, to provide systems engineering and technical services, including systems definition, development and installation, independent systems and technology analysis, and simulations and technology demonstrations. The total contract is valued at $680 million, of which the Company's portion is $250 million over 5 years.

        The Company was awarded a 4¹/2 year, $229 million extension of its U.S. Department of Education Office of Student Financial Assistance student loan data center task order. The agreement calls for CSC to migrate and consolidate several legacy systems into a seamless and accessible system for the office, students, and bank and university personnel, and to consolidate its storage facilities into a single CSC data center.

        The U.S. Navy has selected CSC as 1 of 21 companies to provide professional support services for the Naval Sea Systems Command and affiliated activities. CSC's portion of the $14.5 billion indefinite delivery/indefinite quantity task order is estimated at $500 million over 15 years. The Company will provide engineering, logistics, program management and financial management service.

        CSC was awarded a $223 million, 10 year task order to provide computing, network services and other technology support to the National Library of Medicine Office of Computer and Communications Systems through the National Institutes of Health.

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COMPETITION

        The I/T market in which CSC competes is not dominated by a single company or a small number of companies. A substantial number of companies offer services that overlap and are competitive with those offered by CSC. Some of these are large industrial firms, including computer manufacturers and major aerospace firms that have greater financial resources than CSC and, in some cases, may have greater capacity to perform services similar to those provided by CSC.

        The Company's ability to obtain business is dependent upon its ability to offer better strategic concepts and technical solutions, better value, a quicker response, or a combination of these factors. In the opinion of the Company's management, CSC is positioned to compete effectively in the global commercial and U.S. federal government markets based on its technology and systems expertise and large project management skills. It is also management's opinion that CSC's competitive position is enhanced by the full spectrum of I/T services that it provides, from consulting to software and systems design, implementation and integration, to I/T and business process outsourcing.

EMPLOYEES

        The Company has offices worldwide, and as of March 29, 2002 employed approximately 67,000 persons. The services provided by CSC require proficiency in many fields, such as computer sciences, programming, mathematics, physics, engineering, astronomy, geology, operations, research, economics, statistics and business administration.

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Item 2. Properties

        Upon expiration of its leases, the Company does not anticipate any difficulty in obtaining renewals or alternative space. Lease expiration dates range from fiscal 2003 through 2019.

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Item 3. Legal Proceedings

        The Company is currently party to a number of disputes which involve or may involve litigation. After consultation with counsel, it is the opinion of Company management that the ultimate liability, if any, with respect to these disputes will not be material to the Company's results of operations or financial position.

Item 4. Submission of Matters to a Vote of Security Holders

        None.

Executive Officers of the Registrant

*

Director of the Company

Business Experience of Officers

        Van B. Honeycutt joined the Company in 1975. He was elected Chief Executive Officer in April 1995, and Chairman of the Board of Directors in March 1997. He has been a director of the Company since 1993. Previous positions within the Company include President and Chief Operating Officer (1993-1995), President of the Industry Services Group (1988-1993), and President of CSC Credit Services, Inc. (1983-1988).

        Edward P. Boykin joined the Company in 1966 and was elected President and Chief Operating Officer in July 2001. Previous positions within the Company include President of the Financial Services Group (1999-2001), CSC Vice President with responsibility for leveraging the capabilities that exist within the J.P. Morgan and DuPont accounts (1998-1999), President of The Pinnacle Alliance, a CSC-managed organization providing information technology outsourcing and other services to J.P. Morgan (1996-1998), and President of the Technology Management Group (1993-1996).

        Leon J. Level joined the Company in 1989 as Vice President and Chief Financial Officer and as a member of CSC's Board of Directors. Former positions include Vice President and Treasurer of Unisys Corporation and Chairman of Unisys Finance Corporation; Assistant Corporate Controller and Executive Director of The Bendix Corporation; and Principal with the public accounting firm of Deloitte & Touche LLP. He is a Certified Public Accountant.

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        Harvey N. Bernstein joined the Company as Assistant General Counsel in 1983. He became Deputy General Counsel and was elected a Vice President in 1988. Prior to joining the Company, he specialized in government procurement law at the firm of Fried, Frank, Harris, Shriver & Jacobson in Washington, D.C.

        Paul M. Cofoni joined the Company in 1991 and was elected Vice President in August 2001. He has been President of the Federal Sector since June 2001. Previous positions within the Company include President of the Technology Management Group (1998-2001) and Vice President of the Technology Management Group's Eastern Region (1991-1998). Prior to joining the Company, he had a 17- year career with General Dynamics Corporation, where he held various executive-level positions.

        Donald G. DeBuck joined the Company in 1979 and was elected Vice President and Controller in August 2001. Previous positions within the Company include Assistant Controller (1998-2001) and Vice President of Finance and Administration, Communications Industry Services (1996-1998).

        Hayward D. Fisk joined the Company in 1989 as Vice President, General Counsel and Secretary. Prior to joining the Company, he was associated for 21 years with Sprint Corporation (formerly United Telecommunications, Inc.), in various legal and executive officer positions, most recently as Vice President and Associate General Counsel.

        Michael Laphen joined the Company in 1977 and was elected Vice President in August 2001. He has been President of the European Group since August 2000. Previous positions within the Company include President of the Federal Sector—Civil Group (1998-2000), and President of Systems Group—Integrated Systems Division (1992-1998).

        Paul T. Tucker joined the Company in 1996 as a Corporate Development executive, and in August, 1997 was elected Vice President of Corporate Development. From 1990 to 1995 he was President and Chief Executive Officer of Knight-Ridder Financial, an electronic real-time financial market information company. Previously, he founded and served as President and Chief Technologist of HAL Communications Corp., a communications hardware and software company and was an Associate Professor and Senior Research Engineer at the University of Illinois.

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PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters

        Common stock of Computer Sciences Corporation is listed and traded on the New York Stock Exchange under the ticker symbol "CSC."

        As of June 7, 2002 the number of registered shareholders of Computer Sciences Corporation's common stock was 10,182. The table shows the high and low intra-day prices of the Company's common stock as reported on the composite tape of the New York Stock Exchange for each quarter during the last two calendar years and through June 7, 2002.

*

Through June 7, 2002

Item 6. Selected Financial Data

COMPUTER SCIENCES CORPORATION

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Notes:

        A discussion of "Income Before Taxes" and "Net Income and Earnings per Share" before and after special items is included in Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"). A discussion of "Special Items" for fiscal 2001 and 2000 is also included in MD&A. The fiscal 1998 special items consist of (a) a net special credit of $1.7 (1 cent per share after tax) of costs, expenses and benefits associated with developments at CSC Enterprises that generated a pre-tax charge of $208.4 ($133.3 after tax) and a tax benefit of $135; (b) pre-tax charge of $20.7 (8 cents per share after tax) related to CSC's response to a failed take-over attempt and (c) merger-related charges of $4.1 (2 cents per share after tax) associated with several acquisitions made by Nichols Research Corporation which was subsequently acquired by CSC and accounted for as a pooling of interests.

        The selected financial data has been restated for fiscal 1998 and 1999 to include the results of business combinations accounted for as poolings of interests.

        No dividends were paid by CSC during the five years presented.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Revenues

        Revenues for the Global Commercial and U.S. Federal Sector segments (see note 11) for fiscal years 2002, 2001 and 2000 are as follows:

        The Company's 9% overall revenue growth for fiscal 2002 over 2001 resulted principally from the successful expansion of its broad range of end-to-end I/T services across its geographic span and its global commercial and U.S. federal segments. The Company announced $11.4 billion in new business awards during fiscal 2002 compared with $10.9 billion and $11.3 billion announced for fiscal 2001 and fiscal 2000, respectively.

        Global commercial revenue grew 8%, or $617.3 million, during fiscal 2002. In constant currency, global commercial revenue grew approximately 10%. The Company announced $3.6 billion in new global commercial business awards during fiscal 2002 compared with the $8.2 billion announced during fiscal 2001 and $6.9 billion announced during fiscal 2000.

        For fiscal 2002, U.S. commercial revenue grew 5%, or $215.8 million. This growth was principally generated by outsourcing engagements including additional activities on the Nortel Networks, BAE Systems, General Dynamics and J.P. Morgan Chase & Co. contracts and further expansion in the Company's financial services vertical markets including the benefit associated with the fiscal 2001 acquisition of Mynd Corporation ("Mynd"). Revenue growth was impacted by a significant decrease in consulting and systems integration revenue. For fiscal 2001, U.S. commercial revenue grew 13%, or $487.6 million. This growth was principally generated by a significant increase in outsourcing revenue, fueled by major new contracts including AT&T and Nortel Networks, as well as increased revenue due to the Mynd acquisition. Increased revenues in these areas were offset by a decline in consulting and systems integration revenue due to the deterioration in demand for these services.

        The Company's European operations generated fiscal 2002 growth of 14%, or $353.4 million. In constant currency, European revenue growth was approximately 17%. The growth was mainly attributable to outsourcing services in the United Kingdom including additional activities associated with automotive services, AMP Limited, BAE Systems and Schroders Bank. For fiscal 2001 compared to 2000, the Company's European operations generated revenue growth of 3%, or $67 million. In constant currency, European revenue growth was approximately 14%. The growth was principally due to outsourcing engagements, particularly in the United Kingdom and Scandinavia. European revenue growth was also affected by a decline in consulting and systems integration revenue for fiscal 2002 and 2001.

        Other international operations provided revenue growth of 4%, or $48.1 million, during fiscal 2002. In constant currency, other international growth was approximately 10%. The growth was primarily attributable to expansion from outsourcing contracts including activities associated with Nortel Networks

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and a new outsourcing contract with the Northern Territory Government in Australia. Other international revenue growth was impacted by reduced demand for services in Asia due to weakness in the Asian economies. For fiscal 2001, other international revenue grew 35%, or $313.4 million. The growth was primarily attributable to the outsourcing agreement with The Broken Hill Proprietary Company Limited and acquisition of its I/T subsidiary and benefit associated with the fiscal 2000 acquisition of GE Capital Information Technology Solutions in Australia.

        The Company's U.S. federal sector revenues were derived from the following sources:

        Revenues from the U.S. federal sector increased 11% during fiscal 2002 versus 2001. The increase was principally related to new and increased work related to intelligence community activities, the Army Logistics Modernization contract ("LOGMOD"), the Internal Revenue Service ("IRS") Prime contract and several other task order activities on both Civil agency and Department of Defense ("DoD") contracts. Revenue for fiscal 2001 compared to 2000 increased 13%. The increase was principally related to activity with the IRS contract, the LOGMOD contract, other task order contracts and add-on business from existing awards on various Civil agency and DoD contracts.

        During fiscal 2002, CSC announced federal contract awards with a total value of $7.8 billion, compared with the $2.7 billion and $4.4 billion announced during fiscal 2001 and 2000, respectively.

Costs and Expenses

        The Company's costs and expenses before special items were as follows: