##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the period from  to
 Commission file number 001-12665
 AFFILIATED COMPUTER SERVICES, INC.
  Delaware
    
    51-0310342(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)2828 North Haskell, Dallas, Texas
    
    75204(Address of principal executive offices)
    
    (Zip Code)
  Not Applicable
  þ o
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Number of shares outstanding as ofTitle of each class
    
    April 30, 2009Class A Common Stock, $.01 par value
    
    90,995,952Class B Common Stock, $.01 par value
    
    6,599,372




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##### 



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
  PAGENUMBERPART I. FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements:Consolidated Balance Sheets (Unaudited) at March 31, 2009 and
June 30, 2008
    
    
    1Consolidated Statements of Income (Unaudited) for the Three and Nine
Months Ended March 31, 2009 and 2008
    
    
    2Consolidated Statements of Cash Flows (Unaudited) for the Nine
Months Ended March 31, 2009 and 2008
    
    
    3Notes to Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    46Item 4. Controls and Procedures
    
    
    46PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    47Item 1A. Risk Factors
    
    
    47Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 3. Defaults Upon Senior Securities
    
    
    47Item 4. Submission of Matters to a Vote of Security Holders
    
    
    47Item 5. Other Information
    
    
    47Item 6. Exhibits
    
    
    47EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
(in thousands, except per share amounts)
 March 31,
    
    
    June 30,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    496,718
    
    
    $
    461,883Accounts receivable, net
    
    
    1,494,530
    
    
    
    1,378,285Income taxes receivable
    
    
    
    
    
    
    7,076Prepaid expenses and other current assets
    
    
    257,228
    
    
    
    255,872Total current assets
    
    
    2,248,476
    
    
    
    2,103,116Property, equipment and software, net
    
    
    930,351
    
    
    
    920,637Goodwill
    
    
    2,803,832
    
    
    
    2,785,164Other intangibles, net
    
    
    421,115
    
    
    
    444,479Other assets
    
    
    179,673
    
    
    
    216,003Total assets
    
    $
    6,583,447
    
    
    $
    6,469,399LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    193,240
    
    
    $
    198,191Accrued compensation and benefits
    
    
    176,239
    
    
    
    244,888Other accrued liabilities
    
    
    429,438
    
    
    
    338,861Income taxes payable
    
    
    8,358
    
    
    
    Deferred taxes
    
    
    71,581
    
    
    
    82,017Current portion of long-term debt
    
    
    45,738
    
    
    
    47,373Current portion of unearned revenue
    
    
    174,984
    
    
    
    173,809Total current liabilities
    
    
    1,099,578
    
    
    
    1,085,139Senior Notes, net of unamortized discount
    
    
    499,589
    
    
    
    499,529Other long-term debt
    
    
    1,794,423
    
    
    
    1,858,012Deferred taxes
    
    
    448,543
    
    
    
    411,836Other long-term liabilities
    
    
    283,931
    
    
    
    306,509Total liabilities
    
    
    4,126,064
    
    
    
    4,161,025Commitments and contingencies (See Note 14)Stockholders equity:Class A common stock, $.01 par value, 500,000
shares
authorized, 111,996 and 111,660 shares
issued, respectively
    
    
    1,119
    
    
    
    1,116Class B convertible common stock, $.01 par
value, 14,000 shares
authorized, 6,600 shares issued and
outstanding
    
    
    66
    
    
    
    66Additional paid-in capital
    
    
    1,721,874
    
    
    
    1,702,340Accumulated other comprehensive income
(loss), net
    
    
    (104,093
    )
    
    
    18,830Retained earnings
    
    
    1,894,385
    
    
    
    1,641,990Treasury stock at cost, 21,002 shares
    
    
    (1,055,968
    )
    
    
    (1,055,968
    )Total stockholders equity
    
    
    2,457,383
    
    
    
    2,308,374Total liabilities and stockholders equity
    
    $
    6,583,447
    
    
    $
    6,469,399
  1




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 (UNAUDITED)
(in thousands, except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    1,610,429
    
    
    $
    1,542,370
    
    
    $
    4,826,953
    
    
    $
    4,546,895Operating expenses:Cost of revenues:Wages and benefits
    
    
    733,178
    
    
    
    736,646
    
    
    
    2,199,142
    
    
    
    2,153,642Services and supplies
    
    
    386,990
    
    
    
    338,320
    
    
    
    1,163,860
    
    
    
    1,006,543Rent, lease and maintenance
    
    
    193,192
    
    
    
    184,622
    
    
    
    591,826
    
    
    
    554,743Depreciation and amortization
    
    
    95,334
    
    
    
    96,413
    
    
    
    288,556
    
    
    
    281,595Other
    
    
    8,025
    
    
    
    7,274
    
    
    
    28,059
    
    
    
    21,171Cost of revenues
    
    
    1,416,719
    
    
    
    1,363,275
    
    
    
    4,271,443
    
    
    
    4,017,694Other operating expenses
    
    
    19,389
    
    
    
    15,184
    
    
    
    39,902
    
    
    
    61,995Total operating expenses
    
    
    1,436,108
    
    
    
    1,378,459
    
    
    
    4,311,345
    
    
    
    4,079,689Operating income
    
    
    174,321
    
    
    
    163,911
    
    
    
    515,608
    
    
    
    467,206Interest expense
    
    
    30,738
    
    
    
    39,325
    
    
    
    101,842
    
    
    
    126,344Other non-operating expense (income), net
    
    
    (1,122
    )
    
    
    (4,514
    )
    
    
    5,778
    
    
    
    (10,703
    )Pretax profit
    
    
    144,705
    
    
    
    129,100
    
    
    
    407,988
    
    
    
    351,565Income tax expense
    
    
    51,461
    
    
    
    46,462
    
    
    
    155,592
    
    
    
    121,187Net income
    
    $
    93,244
    
    
    $
    82,638
    
    
    $
    252,396
    
    
    $
    230,378Earnings per share:Basic
    
    $
    0.96
    
    
    $
    0.86
    
    
    $
    2.59
    
    
    $
    2.34Diluted
    
    $
    0.95
    
    
    $
    0.85
    
    
    $
    2.58
    
    
    $
    2.32Shares used in computing earnings per share:Basic
    
    
    97,572
    
    
    
    96,089
    
    
    
    97,475
    
    
    
    98,447Diluted
    
    
    98,042
    
    
    
    96,921
    
    
    
    97,979
    
    
    
    99,414
  2




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
(in thousands)
 Nine Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    252,396
    
    
    $
    230,378Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    288,556
    
    
    
    281,595Stock-based compensation expense
    
    
    18,679
    
    
    
    20,460Excess tax benefit on stock-based compensation
    
    
    (1,608
    )
    
    
    (2,647
    )Deferred income tax expense
    
    
    37,512
    
    
    
    101,049Impairment charges
    
    
    
    
    
    
    1,560Loss on long-term investments
    
    
    21,792
    
    
    
    2,307Gain on sale of business units
    
    
    (2,151
    )
    
    
    (2,678
    )Provision for uncollectible accounts receivable
    
    
    4,548
    
    
    
    1,361Other non-cash activities
    
    
    28,403
    
    
    
    17,640Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable
    
    
    (89,235
    )
    
    
    (82,804
    )Prepaid expenses and other current assets
    
    
    (7,412
    )
    
    
    (7,951
    )Other assets
    
    
    (2,615
    )
    
    
    (4,705
    )Accounts payable
    
    
    (9,771
    )
    
    
    94,748Accrued compensation and benefits
    
    
    (75,149
    )
    
    
    (71,259
    )Other accrued liabilities
    
    
    15,874
    
    
    
    (22,377
    )Income taxes receivable/payable
    
    
    6,557
    
    
    
    (7,441
    )Other long-term liabilities
    
    
    (30,181
    )
    
    
    2,139Unearned revenue
    
    
    (5,585
    )
    
    
    8,726Total adjustments
    
    
    198,214
    
    
    
    329,723Net cash provided by operating activities
    
    
    450,610
    
    
    
    560,101Cash flows from investing activities:Purchases of property, equipment and software, net
    
    
    (232,322
    )
    
    
    (192,563
    )Additions to other intangible assets
    
    
    (29,936
    )
    
    
    (25,844
    )Payments for acquisitions, net of cash acquired
    
    
    (99,709
    )
    
    
    (150,462
    )Proceeds from divestitures, net of transaction costs
    
    
    10,640
    
    
    
    4,035Purchases of investments
    
    
    (7,596
    )
    
    
    (8,479
    )Proceeds from sale of investments
    
    
    13,239
    
    
    
    2,908Other
    
    
    
    
    
    
    (6,500
    )Net cash used in investing activities
    
    
    (345,684
    )
    
    
    (376,905
    )Cash flows from financing activities:Proceeds from issuance of long-term debt, net
    
    
    31,042
    
    
    
    213,697Payments of long-term debt
    
    
    (110,954
    )
    
    
    (217,696
    )Purchase of treasury shares
    
    
    
    
    
    
    (200,000
    )Excess tax benefit on stock-based compensation
    
    
    1,608
    
    
    
    2,647Proceeds from stock options exercised
    
    
    8,424
    
    
    
    40,035Other, net
    
    
    (211
    )
    
    
    (258
    )Net cash used in financing activities
    
    
    (70,091
    )
    
    
    (161,575
    )Net increase in cash and cash equivalents
    
    
    34,835
    
    
    
    21,621Cash and cash equivalents at beginning of period
    
    
    461,883
    
    
    
    307,286Cash and cash equivalents at end of period
    
    $
    496,718
    
    
    $
    328,907
  3




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 1. BASIS OF PRESENTATION
     2. BUSINESS COMBINATIONS
    4




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 3. GLOBAL PRODUCTION INITIATIVE
  Commercial
    
    
    Government
    
    
    Corporate
    
    
    TotalSeverance costs
    
    $
    9,000 -    $9,500
    
    
    $
    1,000 - $1,500
    
    
    $
    
    
    
    $
    10,000 - $11,000Transition and other expenses
    
    
    16,000 -    17,000
    
    
    
    3,000 -   3,500
    
    
    
    2,000 -   2,500
    
    
    
    21,000 -   23,000Total costs
    
    $
    25,000 -  $26,500
    
    
    $
    4,000 - $5,000
    
    
    $
    2,000 - $2,500
    
    
    $
    31,000 - $34,000
  Three Months Ended March 31, 2009Commercial
    
    
    Government
    
    
    Corporate
    
    
    TotalAccrued severance costs
    
    $
    (2,138
    )
    
    $
    (449
    )
    
    $
    
    
    
    $
    (2,587
    )Transition and other expenses
    
    
    4,521
    
    
    
    797
    
    
    
    969
    
    
    
    6,287Total costs
    
    $
    2,383
    
    
    $
    348
    
    
    $
    969
    
    
    $
    3,700
 Nine Months Ended March 31, 2009Commercial
    
    
    Government
    
    
    Corporate
    
    
    TotalAccrued severance costs
    
    $
    8,711
    
    
    $
    1,594
    
    
    $
    
    
    
    $
    10,305Transition and other expenses
    
    
    7,701
    
    
    
    1,337
    
    
    
    1,031
    
    
    
    10,069Total costs
    
    $
    16,412
    
    
    $
    2,931
    
    
    $
    1,031
    
    
    $
    20,374
  5




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Balance at December 31, 2008
    
    $
    11,703Accruals, net of reversals
    
    
    (2,587
    )Payments
    
    
    (1,701
    )Balance at
March 31, 2009
    
    $
    7,415Balance at June 30, 2008
    
    $
    Accruals, net of reversals
    
    
    10,305Payments
    
    
    (2,890
    )Balance at
March 31, 2009
    
    $
    7,415
 4. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
  Commercial
    
    
    Government
    
    
    TotalBalance as of June 30, 2008
    
    $
    1,546,870
    
    
    $
    1,238,294
    
    
    $
    2,785,164Acquisition activity during the period
    
    
    73,812
    
    
    
    3,226
    
    
    
    77,038Divestiture activity during the period
    
    
    
    
    
    
    (2,834
    )
    
    
    (2,834
    )Foreign currency translation adjustments
    
    
    (43,891
    )
    
    
    (11,645
    )
    
    
    (55,536
    )Balance as of March 31, 2009
    
    $
    1,576,791
    
    
    $
    1,227,041
    
    
    $
    2,803,832
   As of March 31, 2009
    
    
    As of June 30, 2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortizable intangible assets:Acquired customer-related intangibles
    
    $
    425,595
    
    
    $
    (186,234
    )
    
    $
    445,753
    
    
    $
    (184,400
    )Customer contract costs
    
    
    259,534
    
    
    
    (142,407
    )
    
    
    251,837
    
    
    
    (130,319
    )All other
    
    
    20,332
    
    
    
    (10,593
    )
    
    
    19,121
    
    
    
    (12,401
    )$
    705,461
    
    
    $
    (339,234
    )
    
    $
    716,711
    
    
    $
    (327,120
    )Non-amortizable intangible assets:Title plant
    
    $
    51,045
    
    
    
    
    
    
    $
    51,045Tradename
    
    
    3,843
    
    
    
    
    
    
    
    3,843$
    54,888
    
    
    
    
    
    
    $
    54,888
  6




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  2009
    
    $
    93,8112010
    
    
    82,4362011
    
    
    68,9652012
    
    
    49,8752013
    
    
    35,215
 5. TRADING SECURITIES
   6. PENSION AND OTHER POST-EMPLOYMENT PLANS
 Net periodic benefit cost
  Three Months EndedMarch 31,2009
    
    
    2008Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Defined benefit plans:Service cost
    
    $
    1,355
    
    
    $
    894
    
    
    $
    1,530
    
    
    $
    926Interest cost
    
    
    1,553
    
    
    
    191
    
    
    
    1,647
    
    
    
    123Expected return on assets
    
    
    (1,361
    )
    
    
    (240
    )
    
    
    (1,777
    )
    
    
    (173
    )Recognized net actuarial gain
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service costs
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    54Net periodic benefit cost for defined benefit plans
    
    $
    1,549
    
    
    $
    900
    
    
    $
    1,400
    
    
    $
    930
 Nine Months EndedMarch 31,2009
    
    
    2008Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Defined benefit plans:Service cost
    
    $
    4,567
    
    
    $
    2,682
    
    
    $
    4,628
    
    
    $
    2,778Interest cost
    
    
    5,240
    
    
    
    573
    
    
    
    4,959
    
    
    
    369Expected return on assets
    
    
    (4,644
    )
    
    
    (720
    )
    
    
    (5,421
    )
    
    
    (519
    )Recognized net actuarial gain
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service costs
    
    
    
    
    
    
    165
    
    
    
    
    
    
    
    162Net periodic benefit cost for defined benefit plans
    
    $
    5,167
    
    
    $
    2,700
    
    
    $
    4,166
    
    
    $
    2,790
 7




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Contributions
  Supplemental Executive Retirement Agreement
  7. EQUITY
 
 8




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 8. EARNINGS PER SHARE
  Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Net Income
    
    $
    93,244
    
    
    $
    82,638
    
    
    $
    252,396
    
    
    $
    230,378Denominator:Basic weighted average shares
    
    
    97,572
    
    
    
    96,089
    
    
    
    97,475
    
    
    
    98,447Effect of dilutive securities:Stock options
    
    
    470
    
    
    
    832
    
    
    
    504
    
    
    
    967Total potential common shares
    
    
    470
    
    
    
    832
    
    
    
    504
    
    
    
    967Diluted weighted average shares
    
    
    98,042
    
    
    
    96,921
    
    
    
    97,979
    
    
    
    99,414Earnings per shareBasic
    
    $
    0.96
    
    
    $
    0.86
    
    
    $
    2.59
    
    
    $
    2.34Diluted
    
    $
    0.95
    
    
    $
    0.85
    
    
    $
    2.58
    
    
    $
    2.32
   9. COMPREHENSIVE INCOME
  9




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    93,244
    
    
    $
    82,638
    
    
    $
    252,396
    
    
    $
    230,378Other comprehensive income (loss):Foreign currency translation
adjustment
    
    
    (21,062
    )
    
    
    10,467
    
    
    
    (102,955
    )
    
    
    26,023Unrealized gains (losses) on foreign
exchange
forward agreements (net of
income tax of
$266, $690, $(1,227) and
$599, respectively)
    
    
    402
    
    
    
    1,340
    
    
    
    (1,901
    )
    
    
    1,173Amortization of unrealized loss on
forward
interest rate agreements (net of
income tax
of $239, $240,
$719 and
$719, respectively)
    
    
    397
    
    
    
    396
    
    
    
    1,189
    
    
    
    1,189Unrealized gains (losses) on
interest rate swap
agreement (net of income tax of $579, $(6,435), $(8,055) and
$(15,609), respectively)
    
    
    958
    
    
    
    (10,650
    )
    
    
    (13,330
    )
    
    
    (26,418
    )Unrealized gains (losses) on
interest rate collar
agreements (net of income tax of
$387, $(1,241),
$(3,644) and $(1,241),
respectively)
    
    
    639
    
    
    
    (2,054
    )
    
    
    (6,031
    )
    
    
    (2,054
    )Amortization of prior service costs
(net of income tax of $20,
$20, $60 and $60,
respectively)
    
    
    35
    
    
    
    34
    
    
    
    105
    
    
    
    102Comprehensive income
    
    $
    74,613
    
    
    $
    82,171
    
    
    $
    129,473
    
    
    $
    230,393
  As of
    
    
    As ofMarch 31,
    
    
    June 30,2009
    
    
    2008Foreign currency gains (losses)
    
    $
    (60,953
    )
    
    $
    42,002Unrealized gains (losses) on foreign exchange forward agreements
(net of income tax of
$(274) and $953)
    
    
    (246
    )
    
    
    1,655Unrealized loss on forward interest rate agreements
(net of income tax of
$(3,493) and $(4,212))
    
    
    (5,840
    )
    
    
    (7,029
    )Unrealized losses on interest rate swap agreement
(net of income tax of $(14,232) and $(6,178))
    
    
    (23,554
    )
    
    
    (10,224
    )Unrealized gains (losses) on interest rate collar agreements
(net of income tax of
$(2,865) and $779)
    
    
    (4,742
    )
    
    
    1,289Unrecognized prior service costs
(net of income tax of $(468) and $(528))
    
    
    (828
    )
    
    
    (933
    )Unrealized losses on funded status of pension and other benefit
(net of income tax of
$(3,259) and $(3,259))
    
    
    (7,930
    )
    
    
    (7,930
    )Total
    
    $
    (104,093
    )
    
    $
    18,830
 10




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 10. DERIVATIVES AND HEDGING INSTRUMENTS
   Foreign currency forward agreements
  Derivatives not designated as hedging instruments
  Interest rate hedges
    11




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  As ofMarch 31,Item
    
    Balance Sheet Location
    
    2009Asset derivativesDerivatives designated as hedging instruments under SFAS 133:Foreign exchange forward agreements
    
    Prepaid expenses and other current assets
    
    $
    1,1671,167Derivatives not designated as hedging instruments under SFAS 133:Foreign exchange forward agreements
    
    Prepaid expenses and other current assets
    
    
    88Total
asset derivatives
    
    
    
    $
    1,175Liability derivativesDerivatives designated as hedging instruments under SFAS 133:Foreign exchange forward agreements
    
    Other accrued liabilities
    
    $
    1,686Interest rate swap and collar
    
    Other accrued liabilities
    
    
    27,029Interest rate swap and collar
    
    Other long-term liabilities
    
    
    18,36547,080Derivatives not designated as hedging instruments under SFAS 133:Foreign exchange forward agreements
    
    Other accrued liabilities
    
    
    1212Total
liability derivatives
    
    
    
    $
    47,092
 12




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Gain (Loss)Gain (Loss)
    
    
    
    
    Reclassified fromRecognized in Other
    
    
    
    
    Accumulated OtherComprehensive Income
    
    
    
    
    Comprehensive Incomeon Derivatives (a)
    
    
    
    
    into Income (a)Three
    
    
    Nine
    
    
    Location of Gain
    
    Three
    
    
    NineMonths
    
    
    Months
    
    
    (Loss) Reclassified
    
    Months
    
    
    MonthsEnded
    
    
    Ended
    
    
    from Accumulated
    
    Ended
    
    
    EndedMarch 31,
    
    
    March 31,
    
    
    Other Comprehensive
    
    March 31,
    
    
    March 31,Derivatives designated under SFAS 133
    
    2009
    
    
    2009
    
    
    Income into Income (a)
    
    2009
    
    
    2009Cash flow hedges:Foreign currency forward contracts
    
    $
    (64
    )
    
    $
    308
    
    
    Revenues
    
    $
    209
    
    
    $
    462Foreign currency forward contracts
    
    
    (775
    )
    
    
    (5,284
    )
    
    Cost of revenues
    
    
    (1,716
    )
    
    
    (2,310
    )Interest rate swap
    
    
    (4,986
    )
    
    
    (34,927
    )
    
    Interest expense
    
    
    (6,523
    )
    
    
    (13,542
    )Interest rate collar
    
    
    (1,239
    )
    
    
    (12,032
    )
    
    Interest expense
    
    
    (2,265
    )
    
    
    (2,357
    )Total designated cash flow hedges
    
    $
    (7,064
    )
    
    $
    (51,935
    )
    
    
    
    $
    (10,295
    )
    
    $
    (17,747
    )
 
 (a)
    
    For the three and nine months ended March 31, 2009, we recorded no ineffectiveness from
cash flow hedges. Gain (Loss) Recognizedin Income on DerivativesDerivatives not Designated
    
    Location of Gain (Loss)
    
    Three Months Ended
    
    Nine Months Endedunder SFAS 133
    
    Recognized in Income
    
    March 31, 2009
    
    March 31, 2009Foreign currency forward contracts
    
    Other
non-operating expense,  net
    
    
    
    $(656)
    
    
    
    $(1,099)
   13




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 11. FAIR VALUE MEASUREMENTS
      Level 1:
    
    Observable inputs such as quoted prices in active markets for identical assets or
liabilities.Level 2:
    
    Inputs other than quoted prices that are observable for the asset or liability,
either directly or indirectly; these include quoted prices for similar assets or
liabilities in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not active.Level 3:
    
    Unobservable inputs reflecting managements own assumptions about the inputs used
in pricing the asset or liability.
 14




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
  Description
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETSOther current assetsEquity securities (a)
    
    $
    2,153
    
    
    $
    
    
    
    $
    
    
    
    $
    2,153Foreign currency derivatives (b)
    
    
    
    
    
    
    1,175
    
    
    
    
    
    
    
    1,175Other assetsDeferred compensation investments in cash surrender
life insurance (c)
    
    
    
    
    
    
    44,922
    
    
    
    
    
    
    
    44,922Deferred compensation investments in mutual funds (d)
    
    
    
    
    
    
    23,502
    
    
    
    
    
    
    
    23,502Total assets
    
    $
    2,153
    
    
    $
    69,599
    
    
    $
    
    
    
    $
    71,752LIABILITIESOther current liabilitiesForeign currency derivatives (b)
    
    $
    
    
    
    $
    1,698
    
    
    $
    
    
    
    $
    1,698Interest rate swap and collar (e)
    
    
    
    
    
    
    27,029
    
    
    
    
    
    
    
    27,029Other
long-term liabilitiesDeferred compensation plan liabilities (f)
    
    
    
    
    
    
    64,992
    
    
    
    
    
    
    
    64,992Interest rate swap (e)
    
    
    
    
    
    
    18,365
    
    
    
    
    
    
    
    18,365Total liabilities
    
    $
    
    
    
    $
    112,084
    
    
    $
    
    
    
    $
    112,084
 
 (a)
    
    The fair value of the equity securities is determined using quoted prices in active
markets for identical instruments.(b)
    
    Foreign currency derivatives consist of foreign currency forward agreements. Fair
value is determined using observable market inputs such as the forward pricing curve,
currency volatilities, currency correlations and interest rates, and considers
nonperformance risk of the Company and that of its counterparties.(c)
    
    Fair value is reflected as the cash surrender value of company owned life insurance.(d)
    
    Fair value is based on quoted market prices for actively traded assets similar to those
held by the deferred compensation plan.(e)
    
    The fair values of the interest rate swap and collar are determined using prices
obtained from pricing agencies and financial institutions that develop values based on
inputs observable in active markets, including interest rates, with consideration given to
the nonperformance risk of the Company and that of its counterparties.(f)
    
    Fair value of the deferred compensation liability is based on the fair value of
investments corresponding to employees investment selections, based on quoted prices for
similar assets in actively traded markets. 15




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 12. SEGMENT INFORMATION
  Commercial
    
    
    Government
    
    
    Corporate
    
    
    ConsolidatedThree Months Ended March 31, 2009Revenues (a)
    
    $
    973,808
    
    
    $
    636,621
    
    
    $
    
    
    
    $
    1,610,429Operating expenses (excluding depreciation and
amortization)
    
    
    797,484
    
    
    
    513,652
    
    
    
    29,638
    
    
    
    1,340,774Depreciation and amortization expense
    
    
    68,567
    
    
    
    25,809
    
    
    
    958
    
    
    
    95,334Operating income (loss)
    
    $
    107,757
    
    
    $
    97,160
    
    
    $
    (30,596
    )
    
    $
    174,321Three Months Ended March 31, 2008Revenues (a)
    
    $
    922,385
    
    
    $
    619,985
    
    
    $
    
    
    
    $
    1,542,370Operating expenses (excluding depreciation and
amortization)
    
    
    767,071
    
    
    
    484,728
    
    
    
    30,247
    
    
    
    1,282,046Depreciation and amortization expense
    
    
    69,985
    
    
    
    26,038
    
    
    
    390
    
    
    
    96,413Operating income (loss)
    
    $
    85,329
    
    
    $
    109,219
    
    
    $
    (30,637
    )
    
    $
    163,911Nine Months Ended March 31, 2009Revenues (b)
    
    $
    2,896,579
    
    
    $
    1,930,374
    
    
    $
    
    
    
    $
    4,826,953Operating expenses (excluding depreciation and
amortization)
    
    
    2,409,250
    
    
    
    1,540,754
    
    
    
    72,785
    
    
    
    4,022,789Depreciation and amortization expense
    
    
    207,793
    
    
    
    78,352
    
    
    
    2,411
    
    
    
    288,556Operating income (loss)
    
    $
    279,536
    
    
    $
    311,268
    
    
    $
    (75,196
    )
    
    $
    515,608Nine Months Ended March 31, 2008Revenues (b)
    
    $
    2,704,286
    
    
    $
    1,842,609
    
    
    $
    
    
    
    $
    4,546,895Operating expenses (excluding depreciation and
amortization)
    
    
    2,245,472
    
    
    
    1,430,246
    
    
    
    122,376
    
    
    
    3,798,094Depreciation and amortization expense
    
    
    205,337
    
    
    
    75,065
    
    
    
    1,193
    
    
    
    281,595Operating income (loss)
    
    $
    253,477
    
    
    $
    337,298
    
    
    $
    (123,569
    )
    
    $
    467,206
 
 (a)
    
    Revenues in our Commercial segment include revenues from operations divested through
March 31, 2009 of $2.6 million for the three months ended March 31, 2008. Revenues in our
Government segment include revenues from operations divested through March 31, 2009 of $3.8
million for the three months ended March 31, 2008.(b)
    
    Revenues in our Commercial segment include revenues from operations divested through
March 31, 2009 of $9.0 million for the nine months ended March 31, 2008. Revenues in our
Government segment include revenues from operations divested through March 31, 2009 of $0.3
million and $14.5 million for the nine months ended March 31, 2009 and 2008, respectively. 13. DIVESTITURES
 Sale of bindery business
   16




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Sale of Unclaimed Property Reporting and Recovery Business
   Sale of our decision support business
   14. COMMITMENTS AND CONTINGENCIES
 Regulatory Agency Investigations Relating to Stock Option Grant Practices
    
 17




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
    18




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Lawsuits Related to Stock Option Grant Practices
  Dallas County Texas State District Court
 
    
    Merl Huntsinger, Derivatively on Behalf of Nominal Defendant
Affiliated Computer Services, Inc., Plaintiff, v. Darwin Deason, Mark
A. King, J. Livingston Kosberg, Dennis McCuistion, Joseph P. ONeill,
Jeffrey A. Rich and Frank A. Rossi, Defendants, and Affiliated
Computer Services, Inc., Nominal Defendant, Cause No. 06-03403 in the
District Court of Dallas County, Texas, 193rd Judicial
District filed on April 7, 2006.
    
    Robert P. Oury, Derivatively on Behalf of Nominal Defendant Affiliated
Computer Services, Inc., Plaintiff, v. Darwin Deason, Mark A. King, J.
Livingston Kosberg, Dennis McCuistion, Joseph P. ONeill, Jeffrey A.
Rich and Frank A. Rossi, Defendants, and Affiliated Computer Services,
Inc., Nominal Defendant, Cause No. 06-03872 in the District Court of
Dallas County, Texas, 193rd Judicial District filed on
April 21, 2006.
    
    Anchorage Police & Fire Retirement System, derivatively on behalf of
nominal defendant Affiliated Computer Services Inc., Plaintiff v.
Jeffrey Rich; Darwin Deason; Mark King; Joseph ONeill; Frank Rossi;
Dennis McCuistion; J. Livingston Kosberg; Gerald Ford; Clifford
Kendall; David Black; Henry Hortenstine; Peter Bracken; William
Deckelman; and Affiliated Computer Services Inc. Cause No. 06-5265-A
in the District Court of Dallas County, Texas, 14th
Judicial District filed on June 2, 2006.
 Huntsinger Oury Anchorage In Re Affiliated Computer Services, Inc. Derivative
Litigation rd
   Court of Chancery for the State of Delaware
 
    
    Jan Brandin, in the Right of and for the Benefit of Affiliated Computer Services, Inc.,
Plaintiff, v. Darwin Deason, Jeffrey A. Rich, Mark A. King, Joseph ONeill and Frank Rossi,
Defendants, and Affiliated Computer Services, Inc., Nominal Defendant, Civil Action No.
2123-VCL, pending before the Court of Chancery of the State of Delaware in and for New Castle
County, filed on May 2, 2006.
  19




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Regarding the Texas State Derivative Action and the Delaware Chancery Case
      United States District Court for the Northern District of Texas
 
    
    Alaska Electrical Fund, derivatively on behalf of Affiliated Computer
Services Inc. v. Jeffrey Rich; Joseph ONeill; Frank A. Rossi; Darwin
Deason; Mark King; Lynn Blodgett; J. Livingston Kosberg; Dennis
McCuistion; Warren Edwards; John Rexford and John M. Brophy,
Defendants, and Affiliated Computer Services, Inc., Nominal Defendant,
Cause No. 3-06CV1110-M, in the United States District Court for the
Northern District of Texas, Dallas Division, filed on June 22, 2006.
    
    Bennett Ray Lunceford and Ann M. Lunceford, derivatively on behalf of
Affiliated Computer Services Inc. v. Jeffrey Rich; Joseph ONeill;
Frank A. Rossi; Darwin Deason; Mark King; Lynn Blodgett; J. Livingston
Kosberg; Dennis McCuistion; Warren Edwards; John Rexford and John M.
Brophy, Defendants, and Affiliated Computer Services, Inc., Nominal
Defendant, Cause No. 3-06CV1212-M, filed on July 7, 2006, in the
United States District Court for the Northern District of Texas,
Dallas Division.
 Alaska Electrical Lunceford In Re Affiliated Computer Services Federal Derivative
Litigation
 20




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
    United States District Court of Texas for the Northern District of Texas
 In
re Affiliated Computer Systems [sic] ERISA Litigation In re
Affiliated Computer Systems [sic] ERISA Litigation
 Other Related Matters
  Litigation Arising from Buy-Out Offer
  21




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 In Re
Affiliated Computer Services, Inc. Shareholder Litigation
   
    
    Steamship Trade Association/International Longshoremans Association Pension Fund v
Affiliated Computer Services, Inc., Darwin Deason, Lynn Blodgett, John Rexford, Joseph P.
ONeill, Gerardo I. Lopez, Frank A. Rossi, J. Livingston Kosberg, Dennis McCuistion, Robert B.
Holland, and Cereberus [sic] Capital Management, L.P., Cause No. 07-02691 in the District
Court of Dallas County, Texas, 44th Judicial District, filed on March 22, 2007.
    
    The City of Birmingham, Alabama Retirement and Relief System v. Darwin Deason, Robert
B. Holland, III, J. Livingston Kosberg, Frank A. Rossi, Joseph P. ONeill, Lynn R. Blodgett,
John H. Rexford, Dennis McCuistion, Affiliated Computer Services, Inc., and Cerberus Capital
Management, L.P., Cause No. 07-02768 in the District Court of Dallas, Texas,
160th Judicial District, filed on March 28, 2007.
 Texas State Derivative Action
    Declaratory Action with Respect to Alleged Default and Purported Acceleration of our Senior Notes
and Amendment, Consent and Waiver for our Credit Facility
  22




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
        Investigation Concerning Procurement Process at Hanscom Air Force Base
  23




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Investigations Regarding Florida Workforce Contracts
   Litigation arising from alleged patent infringement
  Other
    24




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
   15. NEW ACCOUNTING PRONOUNCEMENTS
      25




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
   26




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##### Table of Contents



FORWARD-LOOKING AND CAUTIONARY STATEMENTS
   
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
   27




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##### Table of Contents



New Business Pipeline
   New Business Signings
     28




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##### Table of Contents



Internal Revenue Growth
  Client Renewal Rates
  Capital Intensity
   Employees
  Other
   29




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##### Table of Contents



Significant Developments
 Global Production Initiative
  Commercial
    
    
    Government
    
    
    Corporate
    
    
    TotalSeverance costs
    
    $
    9,000 -   $9,500
    
    
    $
    1,000 - $1,500
    
    
    $
    
    
    
    $
    10,000 - $11,000Transition and other expenses
    
    
    16,000 -   17,000
    
    
    
    3,000 -   3,500
    
    
    
    2,000 -   2,500
    
    
    
    21,000 -   23,000Total costs
    
    $
    25,000 - $26,500
    
    
    $
    4,000 - $5,000
    
    
    $
    2,000 - $2,500
    
    
    $
    31,000 - $34,000
  Three Months Ended March 31, 2009Commercial
    
    
    Government
    
    
    Corporate
    
    
    TotalAccrued severance costs
    
    $
    (2,138
    )
    
    $
    (449
    )
    
    $
    
    
    
    $
    (2,587
    )Transition and other expenses
    
    
    4,521
    
    
    
    797
    
    
    
    969
    
    
    
    6,287Total costs
    
    $
    2,383
    
    
    $
    348
    
    
    $
    969
    
    
    $
    3,700
 Nine Months Ended March 31, 2009Commercial
    
    
    Government
    
    
    Corporate
    
    
    TotalAccrued severance costs
    
    $
    8,711
    
    
    $
    1,594
    
    
    $
    
    
    
    $
    10,305Transition and other expenses
    
    
    7,701
    
    
    
    1,337
    
    
    
    1,031
    
    
    
    10,069Total costs
    
    $
    16,412
    
    
    $
    2,931
    
    
    $
    1,031
    
    
    $
    20,374
   30




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##### Table of Contents



Balance at December 31, 2008
    
    $
    11,703Accruals, net of reversals
    
    
    (2,587
    )Payments
    
    
    (1,701
    )Balance at March 31, 2009
    
    $
    7,415Balance at June 30, 2008
    
    $
    Accruals, net of reversals
    
    
    10,305Payments
    
    
    (2,890
    )Balance at March 31, 2009
    
    $
    7,415
 Acquisitions
  Supplemental Executive Retirement Agreement
  Deason/Cerberus Proposal
  31




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Revenue Growth
  Three Months Ended March 31,
    
    
    Nine Months Ended March 31,2009
    
    
    2008
    
    
    Growth %
    
    
    2009
    
    
    2008
    
    
    Growth %ConsolidatedTotal Revenues
    
    $
    1,610
    
    
    $
    1,542
    
    
    
    4
    %
    
    $
    4,827
    
    
    $
    4,547
    
    
    
    6
    %Less: Divestitures
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    (24
    )Adjusted
    
    $
    1,610
    
    
    $
    1,536
    
    
    
    5
    %
    
    $
    4,827
    
    
    $
    4,523
    
    
    
    7
    %Acquired revenues
    
    $
    41
    
    
    $
    4
    
    
    
    2
    %
    
    $
    140
    
    
    $
    4
    
    
    
    3
    %Internal revenues
    
    
    1,569
    
    
    
    1,532
    
    
    
    3
    %
    
    
    4,687
    
    
    
    4,519
    
    
    
    4
    %Total
    
    $
    1,610
    
    
    $
    1,536
    
    
    
    5
    %
    
    $
    4,827
    
    
    $
    4,523
    
    
    
    7
    %CommercialTotal Revenues
    
    $
    974
    
    
    $
    922
    
    
    
    6
    %
    
    $
    2,897
    
    
    $
    2,704
    
    
    
    7
    %Less: Divestitures
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    (9
    )Adjusted
    
    $
    974
    
    
    $
    920
    
    
    
    6
    %
    
    $
    2,897
    
    
    $
    2,695
    
    
    
    7
    %Acquired revenues
    
    $
    27
    
    
    $
    4
    
    
    
    3
    %
    
    $
    97
    
    
    $
    4
    
    
    
    3
    %Internal revenues
    
    
    947
    
    
    
    916
    
    
    
    3
    %
    
    
    2,800
    
    
    
    2,691
    
    
    
    4
    %Total
    
    $
    974
    
    
    $
    920
    
    
    
    6
    %
    
    $
    2,897
    
    
    $
    2,695
    
    
    
    7
    %GovernmentTotal Revenues
    
    $
    636
    
    
    $
    620
    
    
    
    3
    %
    
    $
    1,930
    
    
    $
    1,843
    
    
    
    5
    %Less: Divestitures
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    (15
    )Adjusted
    
    $
    636
    
    
    $
    616
    
    
    
    3
    %
    
    $
    1,930
    
    
    $
    1,828
    
    
    
    6
    %Acquired revenues
    
    $
    14
    
    
    $
    
    
    
    
    2
    %
    
    $
    43
    
    
    $
    
    
    
    
    3
    %Internal revenues
    
    
    622
    
    
    
    616
    
    
    
    1
    %
    
    
    1,887
    
    
    
    1,828
    
    
    
    3
    %Total
    
    $
    636
    
    
    $
    616
    
    
    
    3
    %
    
    $
    1,930
    
    
    $
    1,828
    
    
    
    6
    %
 32




---



##### Table of Contents



Results of Operations
  Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Cost of revenues:Wages and benefits
    
    
    45.6
    %
    
    
    47.8
    %
    
    
    45.6
    %
    
    
    47.4
    %Services and supplies
    
    
    24.0
    %
    
    
    21.9
    %
    
    
    24.1
    %
    
    
    22.1
    %Rent, lease and maintenance
    
    
    12.0
    %
    
    
    12.0
    %
    
    
    12.2
    %
    
    
    12.2
    %Depreciation and amortization
    
    
    5.9
    %
    
    
    6.2
    %
    
    
    6.0
    %
    
    
    6.2
    %Other
    
    
    0.5
    %
    
    
    0.5
    %
    
    
    0.6
    %
    
    
    0.5
    %Cost of revenues
    
    
    88.0
    %
    
    
    88.4
    %
    
    
    88.5
    %
    
    
    88.4
    %Other operating expenses
    
    
    1.2
    %
    
    
    1.0
    %
    
    
    0.8
    %
    
    
    1.3
    %Total operating expenses
    
    
    89.2
    %
    
    
    89.4
    %
    
    
    89.3
    %
    
    
    89.7
    %Operating income
    
    
    10.8
    %
    
    
    10.6
    %
    
    
    10.7
    %
    
    
    10.3
    %Interest expense
    
    
    1.9
    %
    
    
    2.5
    %
    
    
    2.1
    %
    
    
    2.8
    %Other non-operating expense (income), net
    
    
    -0.1
    %
    
    
    -0.3
    %
    
    
    0.1
    %
    
    
    -0.2
    %Pretax profit
    
    
    9.0
    %
    
    
    8.4
    %
    
    
    8.5
    %
    
    
    7.7
    %Income tax expense
    
    
    3.2
    %
    
    
    3.0
    %
    
    
    3.3
    %
    
    
    2.6
    %Net income
    
    
    5.8
    %
    
    
    5.4
    %
    
    
    5.2
    %
    
    
    5.1
    %
 Comparison of the three months ended March 31, 2009 to the three months ended March 31, 2008
 Revenues
    33




---



##### Table of Contents



Operating expenses
     Three Months EndedMarch 31,2009
    
    
    2008Commercial segment:Costs related to our global production initiative
    
    $
    0.3
    
    
    $
    Gain on sale of unclaimed property business
    
    
    (0.3
    )
    
    
    Pre-acquisition litigation settlement related to our human resources
consulting and outsourcing business acquired from Mellon Financial
Corporation in May 2005 and subsequent recovery from seller
    
    
    
    
    
    
    (1.8
    )Government segment:Costs related to our global production initiative
    
    
    0.2
    
    
    
    Corporate segment:Legal costs associated with the ongoing stock option investigations and
stockholder derivative lawsuits, net of insurance recovery
    
    
    6.5
    
    
    
    9.2Legal (benefits) costs associated with the potential sale of the Company and
stockholder derivative lawsuits, net of insurance recovery
    
    
    (0.4
    )
    
    
    0.2Total
    
    $
    6.3
    
    
    $
    7.6As a percentage of revenue
    
    
    0.4
    %
    
    
    0.5
    %Change as a percentage of revenue explained above
    
    
    -0.1
    %Other net change as a percentage of revenue
    
    
    0.3
    %Total change as a percentage of revenue
    
    
    0.2
    %
 34




---



##### Table of Contents



Operating income
  Three Months EndedMarch 31,2009
    
    
    2008Commercial segment:Costs related to our global production initiative
    
    $
    (2.4
    )
    
    $
    Gain on sale
of unclaimed property business
    
    
    0.3
    
    
    
    Pre-acquisition litigation settlement related to our human resources
consulting and outsourcing business acquired from Mellon Financial
Corporation in May 2005 and subsequent recovery from seller
    
    
    
    
    
    
    1.8Government segment:Costs related to our global production initiative
    
    
    (0.3
    )
    
    
    Corporate segment:Benefit related to our deferred compensation plans
    
    
    2.6
    
    
    
    3.9Legal costs associated with the ongoing stock option investigations
and stockholder derivative lawsuits, net of insurance recovery
    
    
    (7.3
    )
    
    
    (9.8
    )Legal benefit (costs) associated with the potential sale of the Company and
stockholder derivative lawsuits, net of insurance recovery
    
    
    0.4
    
    
    
    (0.2
    )Costs related to certain former employees stock options
    
    
    (0.2
    )
    
    
    (0.5
    )Costs related to our global production initiative
    
    
    (1.0
    )
    
    
    Total
    
    $
    (7.9
    )
    
    $
    (4.8
    )As a percentage of revenue
    
    
    -0.5
    %
    
    
    -0.3
    %Change as a percentage of revenue explained above
    
    
    -0.2
    %Other net change as a percentage of revenue
    
    
    0.4
    %Total change as a percentage of revenue
    
    
    0.2
    %
 Interest expense
  Other non-operating expense (income), net
  Income tax expense
  35




---



##### Table of Contents



Comparison of the nine months ended March 31, 2009 to the nine months ended March 31, 2008
 Revenues
    Operating expenses
    36




---



##### Table of Contents



Nine Months EndedMarch 31,2009
    
    
    2008Commercial segment:Costs related to our global production initiative
    
    $
    0.3
    
    
    $
    Gain on sale of unclaimed property business
    
    
    (0.8
    )
    
    
    Litigation settlement
    
    
    
    
    
    
    3.0Pre-acquisition litigation settlement related to our human resources
consulting and outsourcing business acquired from Mellon Financial
Corporation in May 2005 and subsequent recovery from seller
    
    
    
    
    
    
    (1.8
    )Government segment:Costs related to our global production initiative
    
    
    0.2
    
    
    
    Gain on sale of bindery business
    
    
    (0.2
    )
    
    
    Gain on sale of our decision support business
    
    
    
    
    
    
    (2.4
    )Gain on settlement of indemnification and other claims with Lockheed
Martin Corporation
    
    
    
    
    
    
    (2.2
    )Corporate segment:Legal costs associated with the ongoing stock option investigations and
stockholder derivative lawsuits, net of insurance recovery
    
    
    4.5
    
    
    
    32.2Legal costs associated with the potential sale of the Company and
stockholder derivative lawsuits, net of insurance recovery
    
    
    0.5
    
    
    
    5.4Total
    
    $
    4.5
    
    
    $
    34.2As a percentage of revenue
    
    
    0.1
    %
    
    
    0.8
    %Change as a percentage of revenue explained above
    
    
    -0.7
    %Other net change as a percentage of revenue
    
    
    0.2
    %Total change as a percentage of revenue
    
    
    -0.5
    %
 37




---



##### Table of Contents



Operating income
  Nine Months EndedMarch 31,2009
    
    
    2008Commercial segment:Costs related to our global production initiative
    
    $
    (16.4
    )
    
    $
    Gain on sale of unclaimed property business
    
    
    0.8
    
    
    
    Litigation settlement
    
    
    
    
    
    
    (3.0
    )Impairment charge related to the termination of a Commercial client that
was acquired
    
    
    
    
    
    
    (1.6
    )Pre-acquisition litigation settlement related to our human resources
consulting and outsourcing business acquired from Mellon Financial
Corporation in May 2005 and subsequent recovery from seller
    
    
    
    
    
    
    1.8Government segment:Costs related to our global production initiative
    
    
    (2.9
    )
    
    
    Gain on sale of bindery business
    
    
    0.2
    
    
    
    Gain on sale of our decision support business
    
    
    
    
    
    
    2.4Gain on settlement of indemnification and other claims with Lockheed
Martin Corporation
    
    
    
    
    
    
    2.2Corporate segment:Benefit related to our deferred compensation plans
    
    
    22.6
    
    
    
    3.7SERP Termination
    
    
    (8.9
    )
    
    
    Legal costs associated with the ongoing stock option investigations
and stockholder derivative lawsuits , net of insurance recovery
    
    
    (7.0
    )
    
    
    (34.0
    )Legal costs associated with the potential sale of the Company and stockholder
derivative lawsuits, net of insurance recovery
    
    
    (0.8
    )
    
    
    (8.9
    )Cost related to amending certain employee stock options
    
    
    
    
    
    
    (1.2
    )Benefit (cost) related to certain former employees stock options
    
    
    0.6
    
    
    
    (1.0
    )Costs related to our global production initiative
    
    
    (1.1
    )
    
    
    Total
    
    $
    (12.9
    )
    
    $
    (39.6
    )As a percentage of revenue
    
    
    -0.3
    %
    
    
    -0.9
    %Change as a percentage of revenue explained above
    
    
    0.6
    %Other net change as a percentage of revenue
    
    
    -0.2
    %Total change as a percentage of revenue
    
    
    0.4
    %
 Interest expense
  Other non-operating expense (income), net
  Income tax expense
  38




---



##### Table of Contents



Liquidity and Capital Resources
 Cash flow
    Nine Months EndedMarch 31,2009
    
    
    2008Net cash provided by operating activities
    
    $
    450,610
    
    
    $
    560,101Purchases of property, equipment and software, net
    
    
    (232,322
    )
    
    
    (192,563
    )Additions to other intangible assets
    
    
    (29,936
    )
    
    
    (25,844
    )Free cash flow
    
    $
    188,352
    
    
    $
    341,694
  
    
    During the nine months ended March 31, 2009, we used $99.7 million for acquisitions, net
of cash acquired, primarily for the acquisitions of Multivoice, e-Services and contingent
consideration and a working capital settlement related to prior year acquisitions. During
the nine months ended March 31, 2008, we used $150.5 million for acquisitions, net of cash
acquired, primarily for contingent consideration payments for prior year acquisitions,
including Heritage Information Systems, Inc. and Primax Recoveries, Inc.
    
    During the nine months ended March 31, 2009, we received $10.6 million related to our
divestiture activities, including the sale of our bindery business. During the nine months
ended March 31, 2008, we received $4.0 million related to the sale of our decision support
business.
    
    Cash used for the purchase of property, equipment and software, net and additions to
other intangible assets was $262.3 million and $218.4 million for the nine months ended
March 31, 2009 and 2008, respectively. Historically, the capital intensity in our business
has ranged between 5% and 7% of revenue. During the nine months ended March 31, 2009 and
2008, the overall capital intensity of our business was approximately
5.4% and 4.8% of revenues, respectively.
 39




---



##### Table of Contents




    
    During the nine months ended March 31, 2009 and 2008, we received $13.2 million and $2.9
million, respectively, in proceeds primarily for investments which matured during the
period and purchased $7.6 million and $8.5 million, respectively, of investments to support
our deferred compensation plans.
    
    During the nine months ended March 31, 2008, we paid Lockheed Martin Corporation $6.5
million to settle all claims related to the sale of the majority of our federal business
and our acquisition of Lockheed Martin Corporations commercial information technology
services business in fiscal year 2004.
  Credit arrangements
    Capital and Credit Market Risk
  Credit ratings
  40




---



##### Table of Contents



Derivative instruments and hedging activities
  Share Repurchase Program
  Stock Option Repricing
  Other
   Disclosures about Contractual Obligations and Commercial Commitments as of March 31, 2009 (in
thousands):
 Payments Due by PeriodLess than 1
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    Year
    
    1-3 Years
    
    4-5 Years
    
    5 YearsLong-term debt (1)
    
    $
    1,787,936
    
    
    $
    18,230
    
    
    $
    77,106
    
    
    $
    1,692,573
    
    
    $
    27Senior Notes, net of unamortized discount (1)
    
    
    499,589
    
    
    
    
    
    
    
    249,980
    
    
    
    
    
    
    
    249,609Capital lease obligations (1)
    
    
    52,225
    
    
    
    27,508
    
    
    
    23,206
    
    
    
    1,511
    
    
    
    Operating lease obligations (2)
    
    
    858,537
    
    
    
    329,048
    
    
    
    386,434
    
    
    
    97,410
    
    
    
    45,645Purchase obligations (3)
    
    
    28,099
    
    
    
    10,324
    
    
    
    17,775
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    3,226,386
    
    
    $
    385,110
    
    
    $
    754,501
    
    
    $
    1,791,494
    
    
    $
    295,281
 Amount of Commitment Expiration per PeriodTotalAmounts
    
    Less than 1
    
    
    
    
    
    
    
    
    
    After 5Other Commercial Commitments
    
    Committed
    
    Year
    
    1-3 Years
    
    4-5 Years
    
    YearsStandby letters of credit
    
    $
    77,246
    
    
    $
    77,246
    
    
    $
    
    
    
    $
    
    
    
    $
    Surety bonds
    
    
    644,719
    
    
    
    597,128
    
    
    
    45,674
    
    
    
    1,917
    
    
    
    Total Other Commercial Commitments
    
    $
    721,965
    
    
    $
    674,374
    
    
    $
    45,674
    
    
    $
    1,917
    
    
    $
    
 
 (1)
    
    Excludes accrued interest of $11.3 million at March 31, 2009.(2)
    
    We have various contractual commitments to lease hardware and software and for the
purchase of maintenance on such leased assets with varying terms through fiscal year 2018,
which are included in operating leases in the table.(3)
    
    We have entered into various contractual agreements to purchase telecommunications
services. These agreements provide for minimum annual spending commitments, and have
varying terms through fiscal year 2013, and are included in purchase obligations in the
table. 41




---



##### Table of Contents



Pensions and Post-Employment Benefits
 Income Taxes
     Critical Accounting Policies
   Revenue Recognition
     42




---



##### Table of Contents



Cost of Revenues
  Contingencies
  43




---



##### Table of Contents



Valuation of Goodwill and Intangibles
  Valuation of Property, Equipment and Software
  Stock-Based Compensation
  
    
    Expected volatility of our stock price based on historical monthly volatility over the
expected term.
    
    Expected term of the option based on historical employee stock option exercise behavior
and the vesting and contractual terms of the respective option.
    
    Risk-free interest rate for periods within the expected term of the option.
    
    Expected dividend yield.
   Pension and Post-Employment Benefits
  44




---



##### Table of Contents



Allowance for Doubtful Accounts
  Income Taxes
    Fair Value Measurements
     45




---



##### Table of Contents



New Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      
 ITEM 4. CONTROLS AND PROCEDURES
  46




---



##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  47




---



##### Table of Contents



SIGNATURES
  AFFILIATED COMPUTER SERVICES, INC.By:
    /s/ Kevin KyserKevin KyserExecutive Vice President and
Chief Financial Officer 48




---



##### Table of Contents



Index to Exhibits
 ExhibitNumber
    
    Exhibit Name2.1
    
    Purchase Agreement, dated as of March 15, 2005, among Mellon
Financial Corporation, Mellon Consultants European Holdings
Limited, Affiliated Computer Services, Inc., ACS Business
Process Solutions Limited and Affiliated Computer Services
of Germany GmbH (filed as Exhibit 2.1 to our Current Report
on Form 8-K, filed March 17, 2005 and incorporated herein by
reference).2.2
    
    Amendment No. 1 to Purchase Agreement, dated as of May 25,
2005, among Mellon Financial Corporation, Mellon Consultants
European Holdings Limited, Affiliated Computer Services,
Inc., ACS Business Process Solutions Limited and Affiliated
Computer Services of Germany GmbH (filed as Exhibit 2.1 to
our Current Report on Form 8-K, filed June 1, 2005 and
incorporated herein by reference).2.3
    
    Amendment No. 2 to Purchase Agreement, dated as of November
11, 2005, among Mellon Financial Corporation, Mellon
Consultants European Holdings Limited, Affiliated Computer
Services, Inc., ACS Business Process Solutions Limited and
Affiliated Computer Services of Germany GmbH (filed as
Exhibit 2.1 to our Current Report on Form 8-K, filed
November 16, 2005 and incorporated herein by reference).3.1
    
    Certificate of Incorporation of Affiliated Computer
Services, Inc. (filed as Exhibit 3.1 to our Registration
Statement on Form S-3, filed March 30, 2001, File No.
333-58038 and incorporated herein by reference).3.2
    
    Certificate of Correction to Certificate of Amendment of
Affiliated Computer Services, Inc., dated August 30, 2001
(filed as Exhibit 3.2 to our Annual Report on Form 10-K,
filed September 17, 2003 and incorporated herein by
reference).3.3
    
    Certificate of Elimination of the Series A Cumulative
Redeemable Preferred Stock of Affiliated Computer Services,
Inc. dated August 20, 2001 (filed as Exhibit 4.3 to our
Registration Statement on Form S-8, File No. 333-42385,
filed June 13, 2007 and incorporated herein by reference).3.4
    
    Bylaws of Affiliated Computer Services, Inc., as amended and
in effect on August 21, 2008 (filed as Exhibit 3.2 to our
Current Report on Form 8-K, filed August 27, 2008 and
incorporated herein by reference).4.1
    
    Form of New Class A Common Stock Certificate (filed as
Exhibit 4.3 to our Registration Statement on Form S-1, filed
May 26, 1994, File No. 33-79394 and incorporated herein by
reference).4.2
    
    Indenture, dated as of June 6, 2005, by and between
Affiliated Computer Services, Inc. as Issuer and The Bank of
New York Trust Company, N.A. as Trustee (filed as Exhibit
4.1 to our Current Report on Form 8-K, filed June 6, 2005
and incorporated herein by reference).4.3
    
    First Supplemental Indenture, dated as of June 6, 2005, by
and between Affiliated Computer Services, Inc. as Issuer and
The Bank of New York Trust Company, N.A. as Trustee,
relating to our 4.70% Senior Notes due 2010 (filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed June 6,
2005 and incorporated herein by reference).4.4
    
    Second Supplemental Indenture, dated as of June 6, 2005, by
and between Affiliated Computer Services, Inc. as Issuer and
The Bank of New York Trust Company, N.A. as Trustee,
relating to our 5.20% Senior Notes due 2015 (filed as
Exhibit 4.3 to our Current Report on Form 8-K, filed June 6,
2005 and incorporated herein by reference).4.5
    
    Specimen Note for 4.70% Senior Notes due 2010 (filed as
Exhibit 4.4 to our Current Report on Form 8-K, filed June 6,
2005 and incorporated herein by reference).4.6
    
    Specimen Note for 5.20% Senior Notes due 2015 (filed as
Exhibit 4.5 to our Current Report on Form 8-K, filed June 6,
2005 and incorporated herein by reference).9.1
    
    Voting Agreement, as amended December 7, 2007, by and
between Affiliated Computer Services, Inc. and Darwin Deason
(filed as Exhibit 99.1 to our Current Report on Form 8-K
filed December 10, 2007 and incorporated herein by
reference).10.1
    
    1997 Stock Incentive Plan of the Company (filed as Appendix
D to our Joint Proxy Statement on Schedule 14A, filed
November 14, 1997 and incorporated herein by reference).10.2
    
    Amendment No. 1 to Affiliated Computer Services, Inc. 1997
Stock Incentive Plan, dated as of October 28, 2004 (filed as
Exhibit 4.6 to our Registration Statement on Form S-8, filed
December 6, 2005 and incorporated herein by reference).10.3
    
    2007 Equity Incentive Plan of the Company (filed as Appendix
C to our Proxy Statement on Schedule 14A, filed April 30,
2007 and incorporated herein by reference).10.4
    
    Form of Directors Indemnification Agreement (filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed June
5, 2008 and incorporated herein by reference).10.5
    
    Form of Change in Control Agreement, dated as of June 9,
2008 (June 6, 2008, in the case of Ann Vezina), by and
between Affiliated Computer Services, Inc. and each of Tom
Burlin, Kevin Kyser and Tom Blodgett (filed as Exhibit 10.1
to our Current Report on Form 8-K, filed June 11, 2008 and
incorporated herein by reference).
 49




---



##### Table of Contents



Index to Exhibits
 ExhibitNumber
    
    Exhibit Name10.6
    
    Change in Control Agreement, dated as of June 9, 2008, by
and between Affiliated Computer Services, Inc. and John
Rexford (filed as Exhibit 10.2 to our Current Report on Form
8-K, filed June 11, 2008 and incorporated herein by
reference).10.7
    
    Amendment to Change in Control Agreements with certain
executive officers (filed as Exhibit 10.4 to our Current
Report on Form 8-K, filed December 30, 2008 and incorporated
herein by reference).10.8
    
    Supplemental Executive Retirement Agreement, dated as of
December 15, 1998, by and between Affiliated Computer
Services, Inc. and Darwin Deason (filed as Exhibit 10.13 to
our Annual Report on Form 10-K, filed September 29, 1999 and
incorporated herein by reference).10.9
    
    Amendment to Supplemental Executive Retirement Agreement,
dated as of November 13, 2003, by and between Affiliated
Computer Services, Inc. and Darwin Deason (filed as Exhibit
10.1 to our Quarterly Report on Form 10-Q, filed February
17, 2004 and incorporated herein by reference).10.10
    
    Amendment No. 2 to Supplemental Executive Retirement
Agreement, dated as of June 30, 2005, by and between
Affiliated Computer Services, Inc. and Darwin Deason (filed
as Exhibit 10.1 to our Current Report on Form 8-K, filed
July 1, 2005 and incorporated herein by reference).10.11
    
    Amendment No. 3 to Supplemental Executive Retirement
Agreement by and between Affiliated Computer Services, Inc.
and Darwin Deason (filed as Exhibit 10.1 to our Current
Report on Form 8-K, filed December 30, 2008 and incorporated
herein by reference).10.12
    
    Amended and Restated Executive Employment Agreement,
effective as of May 1, 2008, by and between Affiliated
Computer Services, Inc. and Lynn Blodgett (filed as Exhibit
10.3 to our Current Report on Form 8-K, filed June 11, 2008
and incorporated herein by reference).10.13
    
    Amendment to Amended and Restated Executive Employment
Agreement by and between Affiliated Computer Services, Inc.
and Lynn Blodgett (filed as Exhibit 10.3 to our Current
Report on Form 8-K, filed December 30, 2008 and incorporated
herein by reference).10.14
    
    Employment Agreement, as amended December 7, 2007, between
the Company and Darwin Deason (filed as Exhibit 99.2 to our
Current Report on Form 8-K, filed December 10, 2007 and
incorporated herein by reference).10.15
    
    Amendment to Employment Agreement between the Company and
Darwin Deason (filed as Exhibit 10.2 to our Current Report
on Form 8-K, filed December 30, 2008 and incorporated herein
by reference).10.16
    
    Affiliated Computer Services, Inc. 401(k) Supplemental Plan,
effective as of July 1, 2000, as amended (filed as Exhibit
10.15 to our Annual Report on Form 10-K, filed September 13,
2004 and incorporated herein by reference).10.17
    
    Affiliated Computer Services, Inc. Executive Benefit Plan,
effective as of January 1, 2002, as amended (filed as
Exhibit 10.15 to our Annual Report on Form 10-K, filed
September 13, 2005 and incorporated herein by reference).10.18
    
    Form of Stock Option Agreement (filed as Exhibit 10.17 to
our Annual Report on Form 10-K, filed September 13, 2005 and
incorporated herein by reference).10.19
    
    Form of Stock Option Agreement (UK grant) (filed as Exhibit
10.18 to our Annual Report on Form 10-K, filed September 13,
2005 and incorporated herein by reference).10.20
    
    Form of Stock Option Agreement (Switzerland, Canton of
Fribourg) (filed as Exhibit 10.8 to our Quarterly Report on
Form 10-Q filed May 16, 2006 and incorporated herein by
reference.10.21
    
    Form of Stock Option Agreement (Switzerland, Cantons of
Aargau, Basel-Landschaft, Bern & Zurich) (filed as Exhibit
10.9 to our Quarterly Report on Form 10-Q filed May 16, 2006
and incorporated herein by reference.10.22
    
    1997 Stock Incentive Plan for Employees in France (filed as
Exhibit 10.35 to our Annual Report on Form 10-K filed
January 23, 2007 and incorporated herein by reference.)10.23
    
    Form of Stock Option Agreement (France) (filed as Exhibit
10.36 to our Annual Report on Form 10-K filed January 23,
2007 and incorporated herein by reference.)10.24
    
    Form of Stock Option Agreement (Canada, other than Quebec)
(filed as Exhibit 10.20 to our Annual Report on Form 10-K
filed August 28, 2008 and incorporated herein by reference.)10.25
    
    Form of Stock Option Agreement (Quebec) (filed as Exhibit
10.21 to our Annual Report on Form 10-K filed August 28,
2008 and incorporated herein by reference.)10.26
    
    Form of Stock Option Agreement (Germany) (filed as Exhibit
10.22 to our Annual Report on Form 10-K filed August 28,
2008 and incorporated herein by reference.)
 50




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##### Table of Contents



Index to Exhibits
 ExhibitNumber
    
    Exhibit Name10.27
    
    Agreement, dated as of September 30, 2005, between
Affiliated Computer Services, Inc. and Jeffrey A. Rich
(filed as Exhibit 10.1 to our Current Report on Form 8-K,
filed October 3, 2005 and incorporated herein by reference).10.28
    
    Credit Agreement, dated March 20, 2006, by and among
Affiliated Computer Services, Inc., and certain subsidiary
parties thereto, as Borrowers, Citicorp USA, Inc., as
Administrative Agent, Citigroup Global Markets Inc., as Sole
Lead Arranger and Book Runner, and various other agents,
lenders and issuers (filed as Exhibit 10.1 to our Current
Report on Form 8-K, filed March 21, 2006 and incorporated
herein by reference).10.29
    
    Amendment No. 1 to Credit Agreement dated as of March 30,
2006, by and among Affiliated Computer Services, Inc., and
certain subsidiary parties thereto, as Borrowers, and
Citicorp USA, Inc., as Administrative Agent (filed as
Exhibit 10.24 to our Annual Report on Form 10-K, filed
January 23, 2007 and incorporated herein by reference).10.30
    
    Amendment No. 2 to Credit Agreement dated as of July 6,
2006, by and among Affiliated Computer Services, Inc., and
certain subsidiary parties thereto, as Borrowers, and
Citicorp USA, Inc., as Administrative Agent (filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed July
7, 2006 and incorporated herein by reference).10.31
    
    Amendment No. 3, Consent and Waiver to Credit Agreement, by
and among Affiliated Computer Services, Inc., and certain
subsidiary parties thereto and Citicorp USA, Inc., as
Administrative Agent (filed as Exhibit 10.1 to our Current
Report on Form 8-K, filed September 28, 2006 and
incorporated herein by reference).10.32
    
    Amendment No. 4, Consent and Waiver to Credit Agreement, by
and among Affiliated Computer Services, Inc., and certain
subsidiary parties thereto and Citicorp USA, Inc., as
Administrative Agent (filed as Exhibit 10.1 to our Current
Report on Form 8-K, filed December 22, 2006 and incorporated
herein by reference).10.33
    
    Pledge and Security Agreement, dated March 20, 2006, by and
among Affiliated Computer Services and certain of its
subsidiaries, and Citicorp USA, Inc., as Administrative
Agent (filed as Exhibit 10.2 to our Current Report on Form
8-K, filed March 21, 2006 and incorporated herein by
reference).10.34
    
    Deed of Assignment, dated March 20, 2006, by and among the
companies listed on Schedule thereto, as Assignors, and
Citicorp USA, Inc., as Security Agent (filed as Exhibit 10.3
to our Current Report on Form 8-K, filed March 21, 2006 and
incorporated herein by reference).10.35
    
    Assignment of Receivables, dated March 20, 2006, by and
among the entities listed in Schedule 1 thereto, as
Assignors, and Citicorp USA, Inc. as Security Agent (filed
as Exhibit 10.4 to our Current Report on Form 8-K, filed
March 21, 2006 and incorporated herein by reference).10.36
    
    Agreement and Deed of the Creation of a First Ranking Right
of Pledge of Shares in Affiliated Computer Services
International B.V., dated March 20, 2006 (filed as Exhibit
10.5 on Form 8-K, filed March 21, 2006 and incorporated
herein by reference).10.37
    
    Agreement and Deed of the Creation of a First Ranking Right
of Pledge of Receivables of Affiliated Computer Services
International B.V., dated March 20, 2006 (filed as Exhibit
10.6 to our Current Report on Form 8-K, filed March 21, 2006
and incorporated herein by reference).10.38
    
    Affirmation of Liens and Guaranties, dated as of July 6,
2006, by and among Affiliated Computer Services, Inc. and
certain of its subsidiaries, and Citicorp USA, Inc., as
Administrative Agent (filed as Exhibit 10.2 to our Current
Report on Form 8-K, filed July 7, 2006 and incorporated
herein by reference).10.39
    
    Confirmation Deed, dated as of July 6, 2006, by and among
the entities listed on the Schedule thereto and Citicorp
USA, Inc., as Security Agent (filed as Exhibit 10.3 to our
Current Report on Form 8-K, filed July 7, 2006 and
incorporated herein by reference).10.40
    
    Engagement Letter between Rich Capital, LLC and Affiliated
Computer Services, Inc. dated June 9, 2006 (filed as Exhibit
10.1 on Form 8-K, filed June 12, 2006 and incorporated
herein by reference).10.41
    
    Separation Agreement dated as of November 26, 2006 between
Affiliated Computer Services, Inc. and Mark A. King (filed
as Exhibit 10.1 to our Current Report on Form 8-K, filed
November 27, 2006 and incorporated herein by reference).10.42
    
    Separation Agreement dated as of November 26, 2006 between
Affiliated Computer Services, Inc. and Warren D. Edwards
(filed as Exhibit 10.2 to our Current Report on Form 8-K,
filed November 27, 2006 and incorporated herein by
reference).31.1*
    
    Certification of Chief Executive Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(a)
promulgated under the Securities Exchange Act of 1934, as
amended.31.2*
    
    Certification of Chief Financial Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(a)
promulgated under the Securities Exchange Act of 1934, as
amended.
 51




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##### Table of Contents



Index to Exhibits
 ExhibitNumber
    
    Exhibit Name32.1*
    
    Certification of Chief Executive Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(b)
promulgated under the Securities Exchange Act of 1934, as
amended and Section 1350 of Chapter 63 of Title 18 of the
United States Code. Pursuant to Item 601(b)(32)(ii) of
Regulation S-K, this Exhibit is furnished to the SEC and
shall not be deemed to be filed.32.2*
    
    Certification of Chief Financial Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(b)
promulgated under the Securities Exchange Act of 1934, as
amended and Section 1350 of Chapter 63 of Title 18 of the
United States Code. Pursuant to Item 601(b)(32)(ii) of
Regulation S-K, this Exhibit is furnished to the SEC and
shall not be deemed to be filed.
 
 *
    
    Filed herewith.
    
    Management contract or compensatory plan or arrangement. 52