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

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

Forward-looking statements in this quarterly report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached or incorporated by reference speak only as to the date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

General

The following discussion and analysis provides information management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of Computer Sciences Corporation (CSC or the Company). The discussion should be read in conjunction with the interim consolidated condensed financial statements and notes thereto and the Company's Annual Report on Form 10-K for the year ended March 28, 2008. The following discusses the Company's results of operations and financial condition as of and for the three and six months ended October 3, 2008, and the comparable period for the prior fiscal year. See Note 1 to the consolidated condensed financial statements.

The reader should note Days Sales Outstanding (DSO), Free Cash Flow, Return on Investment (ROI), and Debt-to-total capitalization are not measures defined by Generally Accepted Accounting Principles in the United States (U.S. GAAP), and the Company's definition of these measures may differ from other companies. ROI is calculated by multiplying profit margin times investment base turnover. The profit margin used is profit before interest and after tax divided by revenues. Investment base turnover equals revenues divided by average debt and equity. For a discussion of these measures, please refer to the Company's Annual Report on Form 10-K for the year ended March 28, 2008.

Second Quarter Overview

Key highlights of the second quarter and year-to-date include:

· Second quarter revenues as reported rose 5.5%, and 4.4% on a constant currency basis.

· Six months year-to-date revenue as reported increased 10.4%, and 8.1% on a constant currency basis.

· Net income was $451.7 million (including a tax benefit of $266.6 million) compared to $75.8 million for the prior year second quarter and $572.3 (including a tax benefit of $213.8 million) million compared to $183.9 million for the prior year six months year to date.

· Earnings per share were $2.95 and $3.74 compared to 43 cents and $1.04 for the three and six months year to date for fiscal 2009 and 2008, respectively.

· Business awards of $4.6 billion and $10 billion were announced for the quarter and six months year-to-date, respectively.

· DSO of 91 days improved 11 days compared to the second quarter of fiscal 2008 and improved 6 days compared to the first quarter of fiscal 2009(1).

· Debt-to-total capitalization ratio at quarter-end increased to 39.7% from 38.9% at fiscal 2008 year-end.

· ROI for the last twelve months ended October 3, 2008 was approximately 14.7%.

· Cash provided by operating activities was $345.0 million for the six months year to date of fiscal 2009 versus cash used of $91.8 million for the fiscal 2008 comparable period. Cash used in investing activities was $556.8 million for the first six months of fiscal 2009 compared to $1.9 billion for fiscal 2008 comparable period. Free cash outflow for the six months year to date was $162.8 million for fiscal 2009 compared to $676.0 million for the fiscal 2008 comparable period.(2)

(1) DSO for the quarter is calculated as total receivables at quarter-end divided by revenue-per-day. Revenue-per-day equals total revenues for the last three months divided by the number of days in the fiscal quarter.

(2) The following is a reconciliation of free cash flow to the most directly comparable Generally Accepted Accounting Principle (GAAP) financial measure:

                                                                       Six Months Ended
(in millions)                                                   Oct 3, 2008       Sept 28,2007

Free cash flow                                                 $      (162.8 )   $       (676.0 )
Net cash used in investing activities                                  556.8            1,880.4
Acquisitions                                                           (62.8 )         (1,315.6 )
Capital lease payments                                                  13.8               19.4
Net cash provided by (used in) operating activities            $       345.0     $        (91.8 )
Net cash used in investing activities                          $      (556.8 )   $     (1,880.4 )
Net cash provided by financing activities                      $       287.2     $      1,393.0

The Company announced business awards of $4.6 billion for the second fiscal quarter, with $3.2 billion awarded to the North American Public Sector line of business, $1.0 billion awarded to the Business Solutions & Services line of business, and $.4 billion awarded to the Global Outsourcing Services line of business.

Beginning in the first quarter of fiscal 2009 the Company announced awards for each of the three lines of business. The Company has also changed its method of determining the announced value for certain new awards. In the past for North American Public Sector ID/IQ contracts, the Company announced the value of estimated task order amounts upon the signing of an ID/IQ contract. Going forward, for ID/IQ contracts, the Company will announce as award value the expected contract value at the time a task order is awarded under the contract. There has been no change in the methodology for determining the announced value of multi-year outsourcing contracts. Previously the Company did not announce values for Business Solutions and Services awards. Going forward the Company will announce these awards with the value based on firm commitments.

Lines of Business and Reportable Segments

As a result of the Company's comprehensive new growth strategy, known as Project Accelerate, the Company targets the delivery of its services within three broad service lines: North American Public Sector (NPS), Global Outsourcing Services (GOS) and Business Solutions and Services (BS&S). Also as a part of Project Accelerate, the Company has restructured the management and reporting structure and certain related operating segments. These changes have resulted in changes to the Company's reportable segments. The Company's North American Public Sector, Global Outsourcing Services, and Financial Services Sector operating segments each represent separate reportable segments under the Company's new operating structure. The Company organizes Business Solutions and Services - Consulting operating segments by geographies and vertical operations. The BS&S - Consulting operating segments provide business process outsourcing, systems integration, consulting, and professional services within their assigned target geographic or vertical markets. Further, the service offerings and clientele overlap and the Company draws on multiple operating segments within BS&S - Consulting to serve clients. As a result, the aggregated operating segments have similar economic characteristics, products, services, customers and methods of operations. The Company's remaining operating segments do not meet the quantitative thresholds for separate disclosure and do not meet the aggregation criteria as indicated in SFAS No. 131. As a result, these operating segments are reported as "other". Because each of these other operating segments are within the Company's BS&S service line, the Company has labeled this group of operating segments as Business Solutions and Services-Other. The NPS and GOS lines of business are each entirely comprised of the reportable segments of the same name while the BS&S service line is comprised of the Business Solutions and Services -Consulting, Financial Services Sector reportable segments and Business Solutions and Services - Other.

The North American Public Sector segment operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. Federal agencies. The Global Outsourcing Services segment provides large-scale outsourcing solutions offerings as well as midsize services delivery to customers globally. The Business Solutions and Services-Consulting segment enables the Company to provide industry specific consulting and systems integration services, business process outsourcing, and intellectual property (IP)-based software solutions. The Financial Services Sector segment primarily provides information technology and business process outsourcing services to financial services companies globally. The operating segments comprising Business Solutions and Services-Other include the Company's non-GOS operations in Australia and Asia and the Company's India operations.

Lines of Business                        Reportable Segments
North American Public Sector (NPS)       North American Public Sector
Global Outsourcing Services (GOS)        Global Outsourcing Services
Business Solutions and Services (BS&S)   BS&S - Consulting
                                         BS&S - Financial Services Sector
                                         BS&S-Other

BS&S-Other includes the Company's non-outsourcing related services in Australia and Asia and the Company's India operations. In addition a Corporate entity and eliminations will be reported under the segment disclosure. See Note 11 to the consolidated condensed financial statements.

Overview

Revenue growth during the second quarter of fiscal 2009 of 5.5% was the result of new engagements in GOS; the acquisition of First Consulting Group during fiscal 2008, which primarily benefited BS&S; growth from consulting and systems integration operations in BS&S Europe and growth from existing programs in North American Public Sector. Movement in foreign currency exchange rates also contributed to the GOS, BS&S-Consulting and BS&S-Other revenue growth.

ROI for continuing operations, before special items, for the twelve months ended October 3, 2008, was 14.7%. ROI increased on a year-over-year basis as margin increased during the last twelve months, primarily as a result of a significant tax benefit, and a slight increase in asset turnover. ROI is a measure management continues to place a high priority on as a driver of increased shareholder value and as an effective decision tool.

The increase in cash provided by operating activities during the six months year to date of fiscal 2009 compared to the prior year period resulted from an increase in net income, a significant decrease in accounts receivable on a year over year basis partially offset by a decrease in accounts payable and accrued liabilities, a decrease in deferred revenue and a decrease in income tax liabilities. The decrease in cash used in investing activities was due to the acquisition of Covansys Corporation in the prior year second quarter and the decrease in cash provided by financing activities was related to the financing of the Covansys Corporation acquisition in the prior year period.

Results of Operations

Revenues

                                                 Second Quarter Ended
Dollars in millions                  2009          2008        Change       Percent

BS&S - Consulting                  $   477.8     $   395.5     $  82.3          20.8 %
BS&S - Financial Services Sector       247.1         261.6       (14.5 )        (5.5 )
BS&S - Other                           354.9         340.9        14.0           4.1
Business Solutions & Services        1,079.8         998.0        81.8           8.2
Global Outsourcing Services          1,691.3       1,595.9        95.4           6.0
North American Public Sector         1,494.9       1,450.7        44.2           3.0
Corporate                                4.2           4.6         (.4 )
Subtotal                             4,270.2       4,049.2       221.0           5.5
Eliminations                           (31.5 )       (32.0 )        .5
Total Revenue                      $ 4,238.7     $ 4,017.2     $ 221.5           5.5 %

                                                Six Months Year-to-Date
Dollars in millions                  2009          2008        Change       Percent

BS&S - Consulting                  $ 1,019.7     $   799.7     $ 220.0          27.5 %
BS&S - Financial Services Sector       509.5         512.4        (2.9 )         (.6 )
BS&S - Other                           731.2         534.0       197.2          36.9
Business Solutions & Services        2,260.4       1,846.1       414.3          22.4
Global Outsourcing Services          3,481.9       3,190.5       291.4           9.1
North American Public Sector         2,987.6       2,870.7       116.9           4.1
Corporate                                8.7           9.2         (.5 )
Subtotal                             8,738.6       7,916.5       822.1          10.4
Eliminations                           (62.8 )       (61.4 )      (1.4 )
Total Revenue                      $ 8,675.8     $ 7,855.1     $ 820.7          10.4 %

The factors affecting the percent change in revenues for the second quarter and six months year-to-date of fiscal 2009 are as follows:

                                                               Approximate
                                                                Impact of
                                                                Currency        Net Internal
                                            Acquisitions      Fluctuations         Growth          Total
Second Quarter
   BS&S - Consulting                                 12.6 %             3.3 %            4.9 %        20.8 %
   BS&S - Financial Services Sector                                                     (5.5 )        (5.5 )
   BS&S - Other                                                         3.2               .9           4.1
Business Solutions & Services                         5.0               2.4               .8           8.2
Global Outsourcing Services                            .9               1.2              3.9           6.0
North American Public Sector                                                             3.0           3.0
Eliminations
   Total                                              1.6 %             1.1 %            2.8 %         5.5 %

                                                               Approximate
                                                                Impact of
                                                                Currency        Net Internal
                                            Acquisitions      Fluctuations         Growth          Total
Six Months Year-to-Date
   BS&S - Consulting                                 13.8 %             6.7 %            7.0 %        27.5 %
   BS&S - Financial Services Sector                                      .8             (1.4 )         (.6 )
   BS&S - Other                                      24.9               6.3              5.7          36.9
Business Solutions & Services                        13.2               4.9              4.3          22.4
Global Outsourcing Services                           1.1               2.8              5.2           9.1
North American Public Sector                                                             4.1           4.1
Eliminations
   Total                                              3.5 %             2.3 %            4.6 %        10.4 %

Revenue for the second quarter of fiscal 2009 increased 5.5% compared to the prior year comparable period with all but one of the reporting segments, BS&S Financial Services Sector, reporting revenue growth for the quarter. Revenue growth in BS&S Consulting and Global Outsourcing Services benefited from the acquisition of First Consulting Group in their prior year. Foreign currency movements also favorably impacted revenue growth, however, this was significantly less than in the first quarter of fiscal 2009 as the U.S. Dollar strengthened against many currencies at the end of the second quarter.

For the six-months year to date of fiscal 2009 the trends were very similar to the second quarter. The acquisition of Covansys Corporation in July, 2007 benefited revenue growth for the six-months year to date. Foreign currency movements also favorably impacted the six-months year to date revenue growth.

Business Solutions and Services

The Business Solutions and Services line of business revenue growth benefited from an acquisition in the prior year in the BS&S Consulting reporting segment as well as the favorable impact of foreign currency movements during the quarter. For the quarter and six-months year to date, BS&S Consulting and BS&S Other reported net internal revenue growth while BS&S Financial Services Sector reported a revenue decline for both periods.

BS&S Consulting revenue growth for the second quarter resulted from growth in the consulting and systems integration business in Europe and the acquisition of First Consulting Group. The growth in EMEA was from the achievement of milestones on the National Health Service contract and project work in the Central region, which combined contributed approximately $30 million of revenue in the quarter. In the Americas, BS&S Consulting revenue growth benefited from the acquisition of First Consulting Group which contributed approximately $50 million of revenue during the quarter. For the six-months year to date the acquisition of First Consulting Group contributed approximately $107 million of revenue in the Americas and increased project work on consulting and systems integration engagements in the Central and West regions of EMEA provided approximately $123 million of revenue growth. This growth was partially offset by a decline in revenue recognized on the National Health Service contract of approximately $11 million for the six-months year to date.

Financial Services Sector revenue declined during the second quarter of fiscal 2009 compared to the prior year comparable period. This decline was the result of a decrease in software license sales in both the United States and Europe with combined sales down $9 million. The liquidity crisis in the world markets also impacted revenue for the Company's credit reporting business as demand for credit reporting decreased and revenue declined 1.5% for the quarter. For the six-months year to date the decline of software license sales in the second quarter offset the growth in license sales during the first quarter and software license sales on a year to date basis were flat to the prior year. Software services declined on a year over year basis and the Company's credit reporting service reported a 1.9% decrease in revenue for the year as demand for credit reporting was affected by the liquidity crisis.

BS&S Other, which includes the Company's Australia, Asia and India businesses, reported revenue growth of 4.1% for the second quarter of fiscal 2009. This growth was primarily in Asia from a hardware resale business which contributed approximately $7 million to revenue growth. The remainder of the growth was from a professional staffing business in Australia and from legacy Covansys Corporation operations in India. For the six-months year to date, the acquisition of Covansys Corporation provided $136 million of acquired revenue, a professional staffing business in Australia provided approximately $30 million of revenue growth, and a hardware resale business in Asia provided approximately $22 million of revenue growth. Movements in foreign currency exchange rates benefited BS&S Other revenue for the quarter and six-months year to date ended October 3, 2008.

Global Outsourcing Services

Global Outsourcing Services revenue growth for the second quarter of fiscal 2009 was the result of new outsourcing engagements, growth on existing engagements, a small benefit from the acquisition of First Consulting Group and movements in foreign currency exchange rates.

New engagements provided approximately $54 million and $151 million of revenue during the second quarter and six-months year to date, respectively. The new engagements were with an auto manufacturer, an auto parts supplier, an investment bank and government agencies and healthcare providers. Growth from existing engagments provided $121 million and $299 million of revenue for the second quarter and six-months year to date, respectively. This growth was partially offset by reduced activity on certain existing engagements which resulted in revenue declines of $92 million and $188 million for the second quarter and six-months year to date, respectively. Movements in foreign currency exchange rates in EMEA, Asia and Australia also contributed to revenue growth for the second quarter and six-months year to date.

North American Public Sector

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

                                                   Second Quarter Ended
(Dollars in millions)                  2009          2008        Change      Percent

Department of Defense                $ 1,040.9     $   968.6     $  72.3          7.5 %
Civil agencies                           417.7         432.2       (14.5 )       (3.4 )
Other (1)                                 36.3          49.9       (13.6 )      (27.3 )
Total North American Public Sector   $ 1,494.9     $ 1,450.7     $  44.2          3.0 %



                                                  Six Months Year-to-Date
(Dollars in millions)                  2009          2008        Change       Percent

Department of Defense                $ 2,061.2     $ 1,912.0     $ 149.2           7.8 %
Civil agencies                           843.7         872.7       (29.0 )        (3.3 )
Other (1)                                 82.7          86.0        (3.3 )        (3.8 )
Total North American Public Sector   $ 2,987.6     $ 2,870.7     $ 116.9           4.1 %

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

Revenues from the North American Public Sector increased of 3.0% and 4.1% for the second quarter and six months year to date, respectively, as a result of growth on new and existing programs with the Department of Defense (DoD). DoD contributors to revenue growth included additional tasking on systems integration programs with the Army and Air Force which contributed $20 million and $68 million, respectively, procurement programs with the Army provided an additional $42 million and $56 million, respectively, and other programs to provide engineering support, business process outsourcing and logistic support provided $23 million and $51 million, respectively, of revenue for the quarter and six-months ended October 3, 2008 compared to the prior year comparable periods. These increases more than offset the impact of the conclusion of a classified program which reduced revenue approximately $6 million and $26 million, respectively, for the quarter and six-months year to date ended October 3, 2008.

Civil agencies' revenue declined as a result of the conclusion of a program to provide support services to NASA and a decline in revenue from a document handling business which combined reduced revenue $27 million and $62 million for the quarter and six-months year to date. These declines in revenue were partially offset by growth on various programs with the Department of Health and Human Services, the Department of Transportation and the FAA which combined increased revenue approximately $6 million and $25 million, respectively, for the quarter and six-months ended October 3, 2008. Other revenue declined as the development phase of a project with a foreign government was completed which reduced revenue $11 million for the quarter and $10 million for the six months year to date.

During the second quarter of fiscal 2009, the Company announced federal contract awards with a total value of $3.2 billion, compared to $3.8 billion announced during the comparable period for fiscal 2008.

Costs and Expenses

The Company's costs and expenses were as follows:

                                                                    Second Quarter
(Dollars in millions)                      Dollar Amount              Percent of Revenue            Percentage
                                        2009          2008           2009             2008         Point Change


Cost of services(1)                   $ 3,406.7     $ 3,253.8           80.4 %           81.0 %               (.6 )%
Selling, general &   administrative       285.3         241.1            6.7              6.0                  .7
Depreciation and   amortization           312.1         292.2            7.3              7.3
Special items                                            25.9                              .6                 (.6 )
Interest expense, net                      49.7          40.0            1.2              1.0                  .2
Other (income)/expense                      (.2 )        (7.4 )                           (.2 )                .2
Total                                 $ 4,053.6     $ 3,845.6           95.6 %           95.7 %               (.1 )%
. . .