On September 11, 2012, Computer Sciences Corporation ("CSC") entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriting Agreement"), providing for the purchase and sale of an aggregate of $700 million of senior unsecured notes consisting of $350 million aggregate principal amount of CSC's 2.500% Senior Notes due 2015 (the "2015 Notes") and $350 million aggregate principal amount of CSC's 4.450% Senior Notes due 2022 (the "2022 Notes" and, together with the 2015 Notes, the "notes") in an offering registered under the Securities Act of 1933, as amended (the "Securities Act"). The offering is expected to close on September 18, 2012, subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements of CSC and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The notes will be issued pursuant to an Indenture to be entered into between CSC and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), and a Supplemental Indenture to be entered into between CSC and the Trustee. CSC intends to use the net proceeds from the offering to fund (i) the redemption of a portion of its 5.50% senior notes due 2013 and/or (ii) the redemption of all or a portion of its 5.00% senior notes due 2013, in each case, pursuant to the terms thereof. CSC plans to invest the net proceeds in short-term interest bearing securities pending the redemptions described above.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The summary of the Underwriting Agreement in this Item 1.01 is qualified entirely by the terms and conditions set forth in the Underwriting Agreement, which is incorporated herein by reference.

(d) Exhibits

The following Exhibit is filed herewith:

Exhibit                                   Description

1.1          Underwriting Agreement, dated September 11, 2012, among Merrill Lynch,
             Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and
             Citigroup Global Markets Inc., as representatives of the several
             underwriters named therein, and Computer Sciences Corporation