T he pursuit of technical excellence and the highest standards
of professionalism are the hallmarks of Computer Sciences
Corporation. The Code of Ethics and Standards of Conduct,
which apply to all members of the CSC Board of Directors and all
employees of CSC and its subsidiaries, confirm our commitment
to ethical behavior in the conduct of all CSC activities. We take pride
in our dedication to integrity, fairness, and social responsibility.
Every level of management has the responsibility to monitor and
vigorously enforce the Code of Ethics and Standards of Conduct.
No one at CSC is authorized to engage in or condone unethical or
illegal action, or to direct others to do so. We must also be aware
of the damage that can result from the appearance of questionable
conduct, even if innocent by intent. We are all held accountable
for our actions as individuals and as representatives of CSC.
The principles set forth in our Code of Ethics and Standards of
Conduct reflect the type of behavior that has helped us earn the
respect and success that we enjoy today. As we target even higher
levels of achievement for CSC, it is imperative that we continue
to require ethical conduct in all our business relationships. Anything
less is unacceptable.
Michael W. Laphen
Chairman, President and Chief Executive Officer
The mission of Computer Sciences Corporation is to be a global leader in
providing technology enabled business solutions and services. This demands
that we make an absolute commitment to excellence in our performance.
We will achieve our mission by observing these principles:
We commit to client satisfaction as our most important business
We recognize that CSC’s accomplishments are the work of the
people who comprise CSC. We will encourage initiative, recognize
individual contribution, treat each person with respect and fairness,
and afford ample opportunity for professional growth.
We require the highest standards of professionalism and technical
competence from our people.
We will maintain the highest standards of ethics and business
conduct and operate at all times within the laws of all countries
in which we do business.
We will proactively pursue new business opportunities, and
commit to success in each undertaking.
Our success as a company requires that we achieve financial
performance consistent with these principles and commensurate
with a leadership position in our industry.
Code of Ethics
Stated in their simplest form, CSC’s and effective enforcement of the
fundamental ethical principles are: Code and Standards is one of your
key responsibilities, and will be
2 Each of us is responsible for addressed as an element in the
the propriety and consequences regular evaluation of each director
of our actions. and employee.
2 Each of us must conduct all Failure to comply with the
aspects of CSC business in Code or Standards will result in
an ethical and legal manner, appropriate disciplinary action,
which may include termination
and obey the laws of all places
of directorship or employment,
where CSC does business or
reimbursement to CSC for any
seeks to do business.
resulting losses or damages,
and referral for civil or criminal
2 Our conduct on behalf of CSC
with customers, suppliers, the prosecution. Principles of fairness
public and one another must will apply. You will be provided
reflect our high standards of an opportunity to explain your
honesty, integrity and fairness. actions. The CSC Board of
Directors must approve any
waiver of a CSC director or
Adherence by each of us to this
executive officer’s compliance
Code and to the Standards of
Conduct set forth on the following with the Code or Standards, and
pages is essential to the continued such waiver must be promptly
vitality of CSC. Compliance with disclosed to CSC stockholders.
Standards of Conduct
ConfliCt of interest meals, entertainment or gifts to or
You must be careful to avoid situa- from people in business situations.
tions that might involve a conflict
Commercial Business — It is
of interest or appear questionable
to others. In general, there are two permissible for CSC or CSC
major areas of concern: employees to pay for meals,
refreshments, and other ordinary
2 Participating in activities that or necessary expenses relating
conflict or appear to conflict to company business with
with CSC responsibilities, and commercial entities. However,
employees should use good
judgment, observe all civil and
2 Giving or receiving anything that
criminal laws, and follow guide-
might influence the recipient or
lines that apply to recipients.
cause another person to believe
that the recipient may be influ-
Government Business — Rules of
enced – this includes offering
or accepting bribes, kickbacks, conduct with respect to government
illegal payments, or gratuities. officials are set forth in applicable
laws and government regulations.
You must avoid any actions that It is the responsibility of CSC
may appear to involve a conflict of employees to seek out these rules
interest with CSC activities. These of conduct, understand their
include any business, financial or application in the specific business
other relationships with suppliers, setting and comply with them.
customers or competitors by you,
your close family or your close In many countries, CSC and CSC
associates outside of CSC. Question- employees must not provide meals,
able activities include serving on the entertainment, gifts or anything
board of directors of a competing else of value to government
or supplier company, significant employees; nor may any CSC
ownership in a competing or supplier employee or representative discuss
company, or consulting with or employment opportunities with
working for a competing or supplier government employees without
company. the prior approval of the Office
of CSC’s General Counsel. In all
countries, CSC employees must
CSC employees must observe the
following CSC ethical standards, as not make any attempt to influence
well as applicable laws and regula- any government employee or
tions, when providing or accepting member of a governmental body
with regard to the award of a You have a duty to advance CSC’s
government contract for which a legitimate interests when the
specific solicitation has been issued, opportunity to do so arises.
other than through the standard
Protection of cSc and
preparation, submission, and
discussion of CSC cost and technical
proposals in conformance with You have an obligation to protect
procurement regulations. all CSC and customer data, property
and funds under your control against
Other Business —CSC employees loss, theft and misuse.
with direct procurement-related
responsibilities, regardless of the This includes the proprietary
business sector in which they work, information belonging to CSC
must not accept any meals, transpor- and its customers. You must keep
tation, refreshments, entertainment, this information confidential and
gifts (other than token marketing not make any of it available to
items) or anything else of value unauthorized personnel.
from suppliers or their personnel
or representatives. Other CSC Security procedures have been
employees may accept modest established to protect government
meals, transportation, refreshments, classified information and many
entertainment or gifts but must types of unclassified technical
not accept anything that might be information. By law, CSC employees
considered excessive or intended who handle such data are required
to influence the employee. to know these procedures and
strictly adhere to them at all times.
You must not: You must use CSC and customer
funds, property and data only for
2 take for yourself personally any their proper and intended purposes.
opportunity that is discovered No use of such property or data
through the use of CSC property, may be made after termination of
information or position; your directorship or employment
with CSC. It is also imperative to
make every effort to prevent the
2 use CSC property, information
or position for personal gain; or misuse of these assets by any other
person. Improper use includes sell-
2 compete with CSC. ing, loaning or giving away CSC or
customer property and modifying,
destroying or disclosing customer If you become aware of material
or CSC data. Use of customer or nonpublic information regarding
company property for personal or CSC or any other company, including
nonbusiness purposes, other than any of CSC’s current or prospective
as specifically permitted under customers, suppliers or affiliates:
CSC’s Policy on Electronic Com-
munication Media, is considered 2 you must keep that information
to be improper conduct and is in confidential, and not disclose
violation of this Code of Ethics and it to anyone except on a need-
to-know basis as specifically
Standards of Conduct.
authorized by CSC;
Neither you nor any CSC represen-
2 you must not purchase or sell
tative may solicit, obtain or utilize
Source Selection information (except purchases and sales of
relating to a government procure- CSC stock specifically permitted
ment. In addition to materials so under CSC’s Policy on Insider
marked by the government, Source Trading), or recommend the
Selection information includes purchase or sale of, any securities
bid prices and proposed costs or of that company; and
prices submitted in response to a
solicitation, source selection plans, 2 you must cause each of your
technical evaluation plans, tech- immediate family members,
nical evaluations of competing and each person living in your
proposals, cost or price evaluations household, to comply with these
of competing proposals, competi- restrictions.
tive range determinations, rankings
of competitors, reports and evalu- These restrictions will continue until
ations of source selection boards, the information has been publicly dis-
and government agency planning, closed through appropriate channels
programming, and budgeting or has ceased to be material.
system information. Similarly,
neither you nor any CSC represen- Information is “nonpublic” if it has
tative may solicit, receive, or utilize not been disclosed or made available
any other company’s proprietary to the general public.
material other than as authorized
by that company.
data, recordS and rePortS
Information regarding a company is
“material” if it could reasonably be All CSC employees are responsible
expected to affect the market price for preparing all CSC business
of that company’s securities, and is documents as completely, honestly
information a reasonable investor and accurately as possible. These
would want to know before making records include timekeeping
an investment decision. Either records, expense reports, account-
positive or adverse information may ing records, test and progress
be material. reports, cost estimates, contract
proposals, and presentations to
Common examples of material clients, the public or CSC manage-
information include: (i) impending ment, and any representation,
bankruptcy or financial liquidity either written or oral, made by any
problems; (ii) financial results or CSC employee or representative
projections of future financial results; in the conduct of CSC business
(iii) a major change in management; shall be factual, fully substantiated,
(iv) a significant acquisition or and verifiable.
divestiture; (v) the gain or loss of a
substantial contract, customer or It is essential to maintain accurate
supplier; (vi) a significant new product timekeeping and expense records,
or discovery; (vii) an offering, sale making sure to:
or repurchase of securities; and
(viii) a change in dividend policy. 2 Record and allocate charges
for time, materials and other
CSC’s Policy on Insider Trading sets business-related expenses to
the proper charge number.
forth additional restrictions for all
CSC directors and corporate officers,
and all CSC employees who have 2 Check all invoices and payments
or may be deemed to have early to customers, consultants and
access to CSC’s quarterly or annual suppliers to confirm the accu-
financial results. racy of information relating to
products, services, prices and
terms of sale.
If you have any questions regarding
this Policy, you should contact the
Office of CSC’s General Counsel. 2 Submit complete, accurate and
current cost or pricing data in
all contract proposals.
Providing a ProPer and You must neither engage in nor
ProfeSSional Work environment permit harassment of CSC employees
You must use fairness, honesty, and for any reason by other employees,
comply with the law in all business vendors, clients or anyone else with
relationships with CSC stockholders, whom CSC employees come into
customers, suppliers, employees, contact in the course of their CSC
and applicants, as well as with local,
national and international communi-
ties and governments. CSC employees are prohibited
from possessing, using, distribut-
ing, manufacturing, purchasing,
You must not take unfair advantage
dispensing or selling illegal sub-
of anyone through manipulation,
concealment, abuse of privileged stances. Because these actions are
information, misrepresentation of illegal and counterproductive to our
material facts or any other unfair business interests, they will not be
dealing practice. tolerated on CSC premises either
during scheduled work periods or at
CSC employees must observe Human any time while conducting company
Resources management practices business. Alcohol abuse by CSC
including, but not limited to, those employees is an equally serious
regarding recruitment, selection, problem and will not be tolerated
job assignment, transfer, promotion/ by the company, either on CSC
demotion, layoff, return from layoff, premises during their scheduled
work period or at any time while
discipline (including termination),
conducting Company business.
training, education, tuition, social and
recreational programs, compensation
communicating With cSc
You are responsible for obtaining
Supervisors and managers must the information necessary to follow
understand and abide by the laws the directives in this Code of Ethics
and regulations that limit the work and Standards of Conduct, and for
that can be done by former govern- reporting any observed deviations
ment civilian employees and military from policies.
personnel now working at CSC.
Former government employees or The CSC policies and government
members of the armed forces must rules and regulations referred to
also be aware of and adhere to these in these Standards are available
laws and regulations. through local management. If
you are unsuccessful in getting the CSC employees with questions or
information needed from local sources, complaints regarding accounting,
you should contact your business internal accounting controls or
unit Human Resources organization auditing matters should follow the
or the Corporate Employment same procedure.
Callers may use the CSC Open Line
CSC fosters a free interchange to communicate with CSC anony-
between employees and all levels of mously, by omitting all identifying
management through its Open Door information.
Policy. CSC employees are encouraged
to contact their immediate supervisor If CSC employees choose to iden-
to report or resolve a problem, but tify themselves in the course of
are free to contact higher levels of reporting a violation or potential
management if necessary. violation, or communicating a
question or complaint:
If CSC employees have reason to
2 CSC will not allow any retalia-
believe that a violation of this Code
of Ethics and Standards of Conduct, tion against them for reports or
or any other company policy, has communications made in good
occurred or is likely to occur, it faith; and
is their obligation to report such
violation or potential violation to 2 CSC will keep their identity
at least one of the following: confidential to the maximum
extent possible, consistent with
2 Their supervisor, CSC’s obligation to fully and
fairly investigate all matters
2 Their department or function raised.
If CSC directors have reason to
2 Their (or a higher level) Human believe that a violation of this
Resources organization, or Code of Ethics and Standards of
Conduct, or any other company
2 The CSC Open Line policy, has occurred or is likely
(800.822.5527) or e-mail: to occur, it is their obligation to
CSCOpenLine@csc.com. inform the Nominating/Corporate
Governance Committee of the
CSC Board of Directors.