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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 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
 o 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
    
    October 16, 2009Class A Common Stock, $.01 par value
    
    91,088,602Class 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 September 30, 2009 and
June 30, 2009
    
    1Consolidated Statements of Income (Unaudited) for the Three
Months Ended September 30, 2009 and 2008
    
    2Consolidated Statements of Cash Flows (Unaudited) for the Three
Months Ended September 30, 2009 and 2008
    
    3Notes to Consolidated Financial Statements
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    25Item 4.
    
    Controls and Procedures
    
    25PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    26Item 1A.
    
    Risk Factors
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    26Item 3.
    
    Defaults Upon Senior Securities
    
    26Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    26Item 5.
    
    Other Information
    
    26Item 6.
    
    Exhibits
    
    26EX-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)
 September 30,
    
    
    June 30,2009
    
    
    2009ASSETSCurrent assets:Cash and cash
equivalents
    
    $
    558,761
    
    
    $
    730,911Accounts receivable,
net
    
    
    1,524,199
    
    
    
    1,415,707Income taxes
receivable
    
    
    
    
    
    
    19,210Prepaid expenses and other current assets
    
    
    252,196
    
    
    
    249,257Total current assets
    
    
    2,335,156
    
    
    
    2,415,085Property, equipment
and software, net
    
    
    979,123
    
    
    
    955,158Goodwill
    
    
    2,896,593
    
    
    
    2,894,189Other intangibles,
net
    
    
    446,190
    
    
    
    436,383Other assets
    
    
    190,822
    
    
    
    200,158Total assets
    
    $
    6,847,884
    
    
    $
    6,900,973LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    218,940
    
    
    $
    272,889Accrued compensation
and benefits
    
    
    177,061
    
    
    
    251,510Other accrued
liabilities
    
    
    395,634
    
    
    
    388,262Income taxes payable
    
    
    3,524
    
    
    
    Deferred taxes
    
    
    91,567
    
    
    
    90,798Current portion of Senior Notes, net of unamortized discount
    
    
    249,988
    
    
    
    249,984Current portion of
long-term debt
    
    
    43,100
    
    
    
    45,188Current portion of
unearned revenue
    
    
    171,365
    
    
    
    187,349Total current
liabilities
    
    
    1,351,179
    
    
    
    1,485,980Senior Notes, net of unamortized discount
    
    
    249,641
    
    
    
    249,625Other long-term debt
    
    
    1,780,646
    
    
    
    1,791,904Deferred taxes
    
    
    479,009
    
    
    
    469,606Other long-term
liabilities
    
    
    284,960
    
    
    
    281,726Total liabilities
    
    
    4,145,435
    
    
    
    4,278,841Commitments and contingencies (See Note 11)Stockholders equity:Class A common stock, $.01 par value, 500,000 shares
authorized, 112,048 and 112,044 shares issued, respectively
    
    
    1,120
    
    
    
    1,120Class B convertible common stock, $.01 par value, 14,000
shares
authorized, 6,600 shares issued and outstanding
    
    
    66
    
    
    
    66Additional paid-in
capital
    
    
    1,736,806
    
    
    
    1,729,995Accumulated other comprehensive loss, net
    
    
    (40,302
    )
    
    
    (45,014
    )Retained earnings
    
    
    2,060,727
    
    
    
    1,991,933Treasury stock at
cost, 21,002 shares
    
    
    (1,055,968
    )
    
    
    (1,055,968
    )Total stockholders
equity
    
    
    2,702,449
    
    
    
    2,622,132Total liabilities and stockholders equity
    
    $
    6,847,884
    
    
    $
    6,900,973
  1




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 (UNAUDITED)
 (in thousands, except per share amounts)
 Three Months EndedSeptember 30,2009
    
    
    2008Revenues
    
    $
    1,676,996
    
    
    $
    1,604,454Operating expenses:Cost of revenues:Wages and benefits
    
    
    767,515
    
    
    
    734,016Services and supplies
    
    
    428,377
    
    
    
    373,505Rent, lease and maintenance
    
    
    205,091
    
    
    
    202,143Depreciation and amortization
    
    
    96,887
    
    
    
    97,606Other
    
    
    11,556
    
    
    
    10,348Cost of revenues
    
    
    1,509,426
    
    
    
    1,417,618Other operating expenses
    
    
    37,260
    
    
    
    14,088Total operating expenses
    
    
    1,546,686
    
    
    
    1,431,706Operating income
    
    
    130,310
    
    
    
    172,748Interest expense
    
    
    29,254
    
    
    
    35,208Other non-operating expense (income), net
    
    
    (9,096
    )
    
    
    3,700Pretax profit
    
    
    110,152
    
    
    
    133,840Income tax expense
    
    
    41,358
    
    
    
    50,205Net income
    
    $
    68,794
    
    
    $
    83,635Earnings per share:Basic
    
    $
    0.70
    
    
    $
    0.86Diluted
    
    $
    0.70
    
    
    $
    0.85Shares used in computing earnings per share:Basic
    
    
    97,642
    
    
    
    97,307Diluted
    
    
    98,091
    
    
    
    98,091
  2




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (in thousands)
 Three Months EndedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    68,794
    
    
    $
    83,635Adjustments to reconcile net income to net cash (used in) provided by operating
activities:Depreciation and amortization
    
    
    96,887
    
    
    
    97,606Stock-based compensation expense
    
    
    6,927
    
    
    
    5,695Excess tax benefit on stock-based compensation
    
    
    
    
    
    
    (80
    )Deferred income tax expense
    
    
    9,060
    
    
    
    14,319(Gain) loss on long-term investments
    
    
    (9,093
    )
    
    
    5,987Gain on sale of business units
    
    
    (178
    )
    
    
    (441
    )Provision for uncollectible accounts receivable
    
    
    273
    
    
    
    2,648Other non-cash activities
    
    
    14,046
    
    
    
    9,406Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable
    
    
    (108,115
    )
    
    
    (84,192
    )Prepaid expenses and other current assets
    
    
    (6,700
    )
    
    
    (13,257
    )Other assets
    
    
    8,747
    
    
    
    1,840Accounts payable
    
    
    (54,181
    )
    
    
    (1,202
    )Accrued compensation and benefits
    
    
    (74,450
    )
    
    
    (90,483
    )Other accrued liabilities
    
    
    15,719
    
    
    
    9,564Income taxes receivable/payable
    
    
    22,554
    
    
    
    29,301Other long-term liabilities
    
    
    16,111
    
    
    
    (8,988
    )Unearned revenue
    
    
    (27,500
    )
    
    
    1,244Total adjustments
    
    
    (89,893
    )
    
    
    (21,033
    )Net cash (used in) provided by operating activities
    
    
    (21,099
    )
    
    
    62,602Cash flows from investing activities:Purchases of property, equipment and software, net
    
    
    (93,927
    )
    
    
    (64,550
    )Additions to other intangible assets
    
    
    (34,173
    )
    
    
    (9,541
    )Payments for acquisitions, net of cash acquired
    
    
    (7,069
    )
    
    
    (4,751
    )Proceeds from divestitures, net of transaction costs
    
    
    178
    
    
    
    9,307Purchases of investments
    
    
    
    
    
    
    (2,596
    )Proceeds from sale of investments
    
    
    8,036
    
    
    
    10,551Net cash used in investing activities
    
    
    (126,955
    )
    
    
    (61,580
    )Cash flows from financing activities:Payments of long-term debt
    
    
    (24,176
    )
    
    
    (33,688
    )Excess tax benefit on stock-based compensation
    
    
    
    
    
    
    80Proceeds from stock options exercised
    
    
    155
    
    
    
    5,599Other, net
    
    
    (75
    )
    
    
    (81
    )Net cash used in financing activities
    
    
    (24,096
    )
    
    
    (28,090
    )Net decrease in cash and cash equivalents
    
    
    (172,150
    )
    
    
    (27,068
    )Cash and cash equivalents at beginning of period
    
    
    730,911
    
    
    
    461,883Cash and cash equivalents at end of period
    
    $
    558,761
    
    
    $
    434,815
  3




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
      2. PROPOSED SALE OF THE COMPANY
    4




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 3. NEW ACCOUNTING PRONOUNCEMENTS
   FASB Accounting Standard Codification
   4. GLOBAL PRODUCTION INITIATIVE
  Three Months EndedSeptember 30, 2009Balance at June 30, 2009
    
    $
    2,249Reversals
    
    
    (1,035
    )Payments
    
    
    (530
    )Balance at September 30, 2009
    
    $
    684
 5




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 5. PENSION AND OTHER POST-EMPLOYMENT PLANS
 Net periodic benefit cost
  Three Months EndedSeptember 30,2009
    
    
    2008Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Defined benefit plans:Service cost
    
    $
    1,044
    
    
    $
    924
    
    
    $
    1,732
    
    
    $
    894Interest cost
    
    
    1,636
    
    
    
    281
    
    
    
    1,994
    
    
    
    191Expected return on assets
    
    
    (1,494
    )
    
    
    (315
    )
    
    
    (1,786
    )
    
    
    (240
    )Recognized net actuarial gain
    
    
    (2
    )
    
    
    
    
    
    
    1
    
    
    
    Amortization of prior service costs
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    55Net periodic benefit cost for defined benefit plans
    
    $
    1,184
    
    
    $
    945
    
    
    $
    1,941
    
    
    $
    900
 Contributions
  6. EARNINGS PER SHARE
  Three Months EndedSeptember 30,2009
    
    
    2008Numerator:Net income
    
    $
    68,794
    
    
    $
    83,635Denominator:Basic weighted average shares
    
    
    97,642
    
    
    
    97,307Effect of dilutive securities:Stock options
    
    
    449
    
    
    
    784Total potential common shares
    
    
    449
    
    
    
    784Diluted weighted average shares
    
    
    98,091
    
    
    
    98,091Earnings per shareBasic
    
    $
    0.70
    
    
    $
    0.86Diluted
    
    $
    0.70
    
    
    $
    0.85
   6




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7. COMPREHENSIVE INCOME
   Three Months EndedSeptember 30,2009
    
    
    2008Net income
    
    $
    68,794
    
    
    $
    83,635Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    3,045
    
    
    
    (36,334
    )Unrealized losses on foreign exchange forward agreements
(net of income tax of $(463) and $(694), respectively)
    
    
    (895
    )
    
    
    (1,145
    )Amortization of unrealized loss on forward interest rate agreements
(net of income tax of $240 and $240, respectively)
    
    
    397
    
    
    
    396Unrealized gains on interest rate swap agreement
(net of income tax of $509 and $159, respectively)
    
    
    842
    
    
    
    264Unrealized gains (losses) on interest rate collar agreements
(net of income tax of $779 and $(207), respectively)
    
    
    1,288
    
    
    
    (342
    )Amortization of prior service costs
(net of income tax of $20 and $20, respectively)
    
    
    35
    
    
    
    35Comprehensive income
    
    $
    73,506
    
    
    $
    46,509
  As of
    
    
    As ofSeptember 30,
    
    
    June 30,2009
    
    
    2009Foreign currency losses
    
    $
    (18,442
    )
    
    $
    (21,487
    )Unrealized gains on foreign exchange forward agreements
(net of income tax of $979 and $1,442)
    
    
    1,537
    
    
    
    2,432Unrealized loss on forward interest rate agreements
(net of income tax of $(3,013) and $(3,253), respectively)
    
    
    (5,047
    )
    
    
    (5,444
    )Unrealized losses on interest rate swap agreement
(net of income tax of $(11,004) and $(11,513), respectively)
    
    
    (18,211
    )
    
    
    (19,053
    )Unrealized losses on interest rate collar agreements
(net of income tax of $(1,511) and $(2,290), respectively)
    
    
    (2,501
    )
    
    
    (3,789
    )Unrecognized prior service costs
(net of income tax of $(449) and $(469), respectively)
    
    
    (771
    )
    
    
    (806
    )Unrealized gains on funded status of pension and other benefit plans
(net of income tax of $1,050 and $1,050, respectively)
    
    
    3,133
    
    
    
    3,133Total
    
    $
    (40,302
    )
    
    $
    (45,014
    )
  7




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  8. FINANCIAL INSTRUMENTS
 Derivatives and Hedging Activities
  Foreign
currency forward agreements
  Derivatives
not designated as hedging instruments
  Interest
rate hedges
   8




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    As of

    
    As ofSeptember 30,

    
    June 30,Item
    
    Balance Sheet Location
    
    2009

    
    2009Asset
derivativesDerivatives designated as hedging instrumentsForeign exchange forward agreements
    
    Prepaid expenses and other current assets
    $
    2,926

    $
    3,8602,926

    
    3,860Derivatives not designated as hedging instrumentsNon-qualified foreign exchange forward agreements
    
    Prepaid expenses and other current assets
    
    193

    
    345193

    
    345Total asset derivatives
    
    
    $
    3,119

    $
    4,205Liability
derivativesDerivatives designated as hedging instrumentsForeign exchange forward agreements
    
    Other accrued liabilities
    $
    412

    $
    Interest rate swap and collar
    
    Other accrued liabilities
    
    21,211

    
    24,704Interest rate swap and collar
    
    Other long-term liabilities
    
    12,015

    
    11,94133,638

    
    36,645Derivatives not designated as hedging instrumentsNon-qualified foreign exchange forward agreements
    
    Other accrued liabilities
    
    913

    
    390913

    
    390Total liability derivatives
    
    
    $
    34,551

    $
    37,035
  Gain (Loss)Gain (Loss)
    
    
    
    
    
    
    Reclassified fromRecognized in Other
    
    
    
    
    
    
    Accumulated OtherComprehensive Income
    
    
    Location of Gain
    
    
    Comprehensive Loss, Net(Loss), Net on Derivatives (a)
    
    
    (Loss) Reclassified
    
    
    into Income (a)Three Months Ended
    
    
    from Accumulated
    
    
    Three Months EndedDerivatives Designated
    
    September 30,
    
    
    Other Comprehensive
    
    
    September 30,as Hedging Instruments
    
    2009
    
    
    2008
    
    
    Loss, Net into Income (a)
    
    
    2009
    
    
    2008Cash flow hedges:Foreign currency forward contracts
    
    $
    (435
    )
    
    $
    (244
    )
    
    Revenues
    
    $
    122
    
    
    $
    161Foreign currency forward contracts
    
    
    112
    
    
    
    (637
    )
    
    Cost of revenues
    
    
    913
    
    
    
    797Interest rate swap
    
    
    (4,188
    )
    
    
    (3,377
    )
    
    Interest expense
    
    
    (5,539
    )
    
    
    (3,800
    )Interest rate collar
    
    
    (661
    )
    
    
    (549
    )
    
    Interest expense
    
    
    (2,728
    )
    
    
    Total designated cash flow hedges
    
    $
    (5,172
    )
    
    $
    (4,807
    )
    
    
    
    
    
    $
    (7,232
    )
    
    $
    (2,842
    )
 
 (a)
    
    For the three months ended September 30, 2009 and 2008, we recorded no ineffectiveness
from cash flow hedges. 9




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Gain (Loss) Recognizedin Income on DerivativesThree Months EndedDerivatives not Designated
    
    Location of Gain (Loss)
    
    
    September 30,as Hedging Instruments
    
    Recognized in Income
    
    
    2009
    
    
    2008Foreign currency forward contracts
    
    Other non-operating expense (income), net
    
    $
    (1,364
    )
    
    $
    (783
    )
   Investments
   9. FAIR VALUE MEASUREMENTS
    10




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  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.
  Description
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETSOther current assetsForeign currency derivatives (a)
    
    $
    
    
    
    $
    3,119
    
    
    $
    
    
    
    $
    3,119Other assetsDeferred compensation investments in cash surrender
life insurance (b)
    
    
    
    
    
    
    63,874
    
    
    
    
    
    
    
    63,874Deferred compensation investments in mutual funds (c)
    
    
    
    
    
    
    26,593
    
    
    
    
    
    
    
    26,593Total assets
    
    $
    
    
    
    $
    93,586
    
    
    $
    
    
    
    $
    93,586LIABILITIESOther current liabilitiesForeign currency derivatives (a)
    
    $
    
    
    
    $
    1,325
    
    
    $
    
    
    
    $
    1,325Interest rate swap and collar (d)
    
    
    
    
    
    
    21,211
    
    
    
    
    
    
    
    21,211Other
long-term liabilitiesDeferred compensation plan liabilities (e)
    
    
    
    
    
    
    85,258
    
    
    
    
    
    
    
    85,258Interest rate swap (d)
    
    
    
    
    
    
    12,015
    
    
    
    
    
    
    
    12,015Total liabilities
    
    $
    
    
    
    $
    119,809
    
    
    $
    
    
    
    $
    119,809
 
 (a)
    
    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.(b)
    
    Fair value is reflected as the cash surrender value of Company-owned life insurance.(c)
    
    Fair value is based on quoted market prices for actively traded assets similar to those
held by the deferred compensation plan.(d)
    
    The fair values of the interest rate swap and collars 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.(e)
    
    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. 11




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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 10. SEGMENT INFORMATION
  Commercial
    
    
    Government
    
    
    Corporate
    
    
    ConsolidatedThree Months Ended September 30, 2009Revenues
    
    $
    1,020,373
    
    
    $
    656,623
    
    
    $
    
    
    
    $
    1,676,996Operating expenses (excluding depreciation and
amortization)
    
    
    851,640
    
    
    
    533,709
    
    
    
    64,450
    
    
    
    1,449,799Depreciation and amortization expense
    
    
    67,786
    
    
    
    27,930
    
    
    
    1,171
    
    
    
    96,887Operating income (loss)
    
    $
    100,947
    
    
    $
    94,984
    
    
    $
    (65,621
    )
    
    $
    130,310Three Months Ended September 30, 2008Revenues (a)
    
    $
    959,417
    
    
    $
    645,037
    
    
    $
    
    
    
    $
    1,604,454Operating expenses (excluding depreciation and
amortization)
    
    
    798,225
    
    
    
    511,195
    
    
    
    24,680
    
    
    
    1,334,100Depreciation and amortization expense
    
    
    70,619
    
    
    
    26,352
    
    
    
    635
    
    
    
    97,606Operating income (loss)
    
    $
    90,573
    
    
    $
    107,490
    
    
    $
    (25,315
    )
    
    $
    172,748
 
 (a)
    
    Revenues in our Government segment include revenues from operations divested through
September 30, 2009 of $0.3 million for the three months ended September 30, 2008. 11. COMMITMENTS AND CONTINGENCIES
 Stock
Option Grant Practices
      12




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Investigation
Concerning Procurement Process at Hanscom Air Force Base
  Litigation
arising from alleged patent infringement
  Litigation
Arising from Proposed Xerox Transaction
  13




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##### Table of Contents



AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Other
Litigation
  Other
     14




---



##### Table of Contents



FORWARD-LOOKING AND CAUTIONARY STATEMENTS
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
   15




---



##### Table of Contents



New
Business Pipeline
   New Business Signings
   Internal Revenue Growth
  Client Renewal Rates
  16




---



##### Table of Contents



Capital Intensity
   Employees
  Other
   Significant Developments
 Proposed Sale of the Company
  17




---



##### Table of Contents



Revenue Growth
  Three Months Ended September 30,2009
    
    
    2008
    
    
    Growth %ConsolidatedAcquired revenues
    
    $
    45
    
    
    $
    
    
    
    
    3
    %Internal revenues
    
    
    1,632
    
    
    
    1,604
    
    
    
    2
    %Total revenues
    
    $
    1,677
    
    
    $
    1,604
    
    
    
    5
    %CommercialAcquired revenues
    
    $
    43
    
    
    $
    
    
    
    
    4
    %Internal revenues
    
    
    977
    
    
    
    959
    
    
    
    2
    %Total revenues
    
    $
    1,020
    
    
    $
    959
    
    
    
    6
    %GovernmentAcquired revenues
    
    $
    2
    
    
$
    
    
    
    
    0
    %Internal revenues
    
    
    655
    
    
    
    645
    
    
    
    2
    %Total revenues
    
    $
    657
    
    
    $
    645
    
    
    
    2
    %
 18




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##### Table of Contents



Results of Operations
  Three Months EndedSeptember 30,2009
    
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Cost of revenues:Wages and benefits
    
    
    45.8
    %
    
    
    45.7
    %Services and supplies
    
    
    25.5
    %
    
    
    23.3
    %Rent, lease and maintenance
    
    
    12.2
    %
    
    
    12.6
    %Depreciation and amortization
    
    
    5.8
    %
    
    
    6.1
    %Other
    
    
    0.7
    %
    
    
    0.7
    %Cost of revenues
    
    
    90.0
    %
    
    
    88.4
    %Other operating expenses
    
    
    2.2
    %
    
    
    0.8
    %Total operating expenses
    
    
    92.2
    %
    
    
    89.2
    %Operating income
    
    
    7.8
    %
    
    
    10.8
    %Interest expense
    
    
    1.7
    %
    
    
    2.2
    %Other non-operating expense (income), net
    
    
    -0.5
    %
    
    
    0.3
    %Pretax profit
    
    
    6.6
    %
    
    
    8.3
    %Income tax expense
    
    
    2.5
    %
    
    
    3.1
    %Net income
    
    
    4.1
    %
    
    
    5.2
    %
 Comparison of the three months ended September 30, 2009 to the three months ended September 30, 2008
 Revenues
    Operating expenses
  19




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##### Table of Contents



Three Months EndedSeptember 30,2009
    
    
    2008Government segment:Effect of adoption of new accounting principle (see Note 3 to our
Consolidated Financial Statements)
    
    $
    3.8
    
    
    $
    Gain on sale of bindery business
    
    
    
    
    
    
    (0.2
    )Corporate segment:Legal costs associated with the proposed sale of the Company to Xerox
Corporation (see Note 2 to our Consolidated Financial Statements)
    
    
    6.6
    
    
    
    Legal settlement (see Note 11 to our Consolidated Financial Statements)
    
    
    8.0
    
    
    
    Legal costs associated with the ongoing stock option investigations and
stockholder derivative lawsuits, net of insurance recovery
    
    
    0.7
    
    
    
    3.6Legal costs associated with the prior potential sale of the Company and
stockholder derivative lawsuits
    
    
    
    
    
    
    0.7Total
    
    $
    19.1
    
    
    $
    4.1As a percentage of revenue
    
    
    1.1
    %
    
    
    0.3
    %Change as a percentage of revenue explained above
    
    
    0.8
    %Other net change as a percentage of revenue
    
    
    0.6
    %Total change as a percentage of revenue
    
    
    1.4
    %
 20




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##### Table of Contents



Operating income
  Three Months EndedSeptember 30,2009
    
    
    2008Commercial segment:(Cost) benefit related to our deferred compensation plans
    
    $
    (1.7
    )
    
    $
    1.6Government segment:Effect of adoption of new accounting principle (see Note 3 to our
Consolidated Financial Statements)
    
    
    (3.8
    )
    
    
    Gain on sale of bindery business
    
    
    
    
    
    
    0.2Corporate segment:(Cost) benefit related to our deferred compensation plans
    
    
    (7.1
    )
    
    
    4.4Legal and other costs associated with the proposed sale of the Company to
Xerox Corporation (see Note 2 to our Consolidated Financial Statements)
    
    
    (18.1
    )
    
    
    Legal settlement (see Note 11 to our Consolidated Financial Statements)
    
    
    (8.0
    )
    
    
    Legal costs associated with the ongoing stock option investigations
and stockholder derivative lawsuits, net of insurance recovery
    
    
    (1.5
    )
    
    
    (4.4
    )Legal benefit (costs) associated with the prior potential sale of the Company
and stockholder derivative lawsuits, net of insurance recovery
    
    
    0.1
    
    
    
    (0.8
    )Costs related to certain former employees stock options
    
    
    (0.8
    )
    
    
    0.3Total
    
    $
    (40.9
    )
    
    $
    1.3As a percentage of revenue
    
    
    -2.4
    %
    
    
    0.1
    %Change as a percentage of revenue explained above
    
    
    -2.5
    %Other net change as a percentage of revenue
    
    
    -0.5
    %Total change as a percentage of revenue
    
    
    -3.0
    %
 Interest expense
  Other non-operating expense (income), net
  Liquidity and Capital Resources
 Cash flow
   21




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##### Table of Contents



Three Months EndedSeptember 30,2009
    
    
    2008Net cash (used in) provided by operating activities
    
    $
    (21,099
    )
    
    $
    62,602Purchases of property, equipment and software, net
    
    
    (93,927
    )
    
    
    (64,550
    )Additions to other intangible assets
    
    
    (34,173
    )
    
    
    (9,541
    )Free cash flow
    
    $
    (149,199
    )
    
    $
    (11,489
    )
  
    
    During the three months ended September 30, 2009, we used $7.1 million for acquisitions,
net of cash acquired, primarily for a working capital settlement and contingent
consideration related to prior year acquisitions. During the three months ended September
30, 2008, we used $4.8 million for acquisitions, net of cash acquired, primarily for
contingent consideration and a working capital settlement related to prior year
acquisitions.
    
    During the three months ended September 30, 2008, we received $9.3 million related to
the sale of our bindery business during the period.
    
    Cash used for the purchase of property, equipment and software, net and additions to
other intangible assets was $128.1 million and $74.1 million for the three months ended
September 30, 2009 and 2008, respectively. During the three months ended September 30, 2009
and 2008, the overall capital intensity of our business was approximately 7.6% and 4.6% of
revenues, respectively. The increase in capital intensity during the
three months ended September 30, 2009 is primarily due to
incremental spending in our information technology services business
and our government healthcare business.
    
    During the three months ended September 30, 2009 and 2008, we received $8.0 million and
$10.6 million, respectively, in proceeds primarily from the sale of investments. During the three months
ended September 30, 2008, we purchased $2.6 million of investments to
support our deferred compensation plans.
  Credit arrangements
  22




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##### Table of Contents



Capital and Credit Market Risk
  Derivative instruments and hedging activities
  Stock Option Repricing
  Other
   23




---



##### Table of Contents



Disclosures about Contractual Obligations and Commercial Commitments as of September 30, 2009 (in
thousands):
 Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsLong-term debt (1)
    
    $
    1,772,131
    
    
    $
    18,380
    
    
    $
    70,058
    
    
    $
    1,683,668
    
    
    $
    25Senior Notes, net of unamortized
discount (1)
    
    
    499,629
    
    
    
    249,988
    
    
    
    
    
    
    
    
    
    
    
    249,641Capital lease obligations (1)
    
    
    51,615
    
    
    
    24,720
    
    
    
    24,530
    
    
    
    2,365
    
    
    
    Operating lease obligations (2)
    
    
    1,083,694
    
    
    
    418,374
    
    
    
    432,266
    
    
    
    140,562
    
    
    
    92,492Purchase obligations (3)
    
    
    19,562
    
    
    
    5,518
    
    
    
    14,044
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    3,426,631
    
    
    $
    716,980
    
    
    $
    540,898
    
    
    $
    1,826,595
    
    
    $
    342,158
 Amount of Commitment Expiration per PeriodTotalAmounts
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    After 5Other Commercial Commitments
    
    Committed
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    YearsStandby letters of credit
    
    $
    79,268
    
    
    $
    79,247
    
    
    $
    21
    
    
    $
    
    
    
    $
    Surety bonds
    
    
    653,467
    
    
    
    620,512
    
    
    
    31,272
    
    
    
    136
    
    
    
    1,547Total Other Commercial Commitments
    
    $
    732,735
    
    
    $
    699,759
    
    
    $
    31,293
    
    
    $
    136
    
    
    $
    1,547
 
 (1)
    
    Excludes accrued interest of $10.6 million at September 30, 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 2021,
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 2016, and are included in purchase obligations in the
table.       Critical Accounting Policies
  24




---



##### Table of Contents



New Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      
 ITEM
4. CONTROLS AND PROCEDURES
  25




---



##### 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
  26




---



##### Table of Contents



SIGNATURES
 nd
 AFFILIATED COMPUTER SERVICES, INC.By:
    /s/ Kevin KyserKevin KyserExecutive Vice President and
Chief Financial Officer 27




---



##### Table of Contents



Index to ExhibitsExhibitNumber
    
    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).2.4
    
    Agreement and Plan of Merger, dated as of September 27, 2009,
among Xerox, Merger Sub, and ACS (includes Certificate of
Amendment and Voting Agreement as exhibits) (filed as Exhibit
2.1 to our Current Report on Form 8-K, filed September 29,
2009 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
    
    Amended and Restated 2007 Equity Incentive Plan of the Company
(filed as Exhibit 10.1 to our Report on Form 8-K, filed August
21, 2009 and incorporated herein by reference).
 28




---



##### Table of Contents



Index to ExhibitsExhibitNumber
    
    Exhibit Name10.4
    
    ACS Senior Executive Annual Incentive Plan (filed as Appendix
A to our Proxy Statement on Schedule 14A, filed April 14, 2009
and incorporated herein by reference).10.5
    
    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).10.6
    
    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).10.7
    
    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).10.8
    
    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).10.9
    
    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).10.10
    
    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).10.11
    
    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).10.12
    
    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).10.13
    
    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).10.14
    
    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).10.15
    
    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).10.16
    
    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).10.17
    
    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).10.18
    
    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).10.19
    
    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).10.20
    
    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).10.21
    
    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.10.22
    
    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.10.23
    
    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.)10.24
    
    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.)
 29




---



##### Table of Contents



Index to ExhibitsExhibitNumber
    
    Exhibit Name10.25
    
    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.)10.26
    
    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.)10.27
    
    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.)10.28
    
    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).10.29
    
    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).10.30
    
    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).10.31
    
    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).10.32
    
    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).10.33
    
    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).10.34
    
    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).10.35
    
    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).10.36
    
    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).10.37
    
    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).10.38
    
    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).10.39
    
    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).10.40
    
    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).10.41
    
    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).10.42
    
    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).
 30




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##### Table of Contents



Index to ExhibitsExhibitNumber
    
    Exhibit Name10.43
    
    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).10.44
    
    Separation Agreement, dated September 27, 2009, among Xerox,
ACS and Darwin Deason (filed as Exhibit 10.1 to our Current
Report on Form 8-K, filed September 29, 2009 and incorporated
herein by reference).10.45
    
    Senior Executive Agreement., dated as of September 27, 2009,
between Xerox, ACS and Lynn Blodgett (filed as Exhibit 10.2 to
our Current Report on Form 8-K, filed September 29, 2009 and
incorporated herein by reference).10.46
    
    Senior Executive Agreement., dated as of September 27, 2009,
between Xerox, ACS and Kevin Kyser (filed as Exhibit 10.3 to
our Current Report on Form 8-K, filed September 29, 2009 and
incorporated herein by reference).10.47
    
    Senior Executive Agreement., dated as of September 27, 2009,
between Xerox, ACS and John Rexford (filed as Exhibit 10.4 to
our Current Report on Form 8-K, filed September 29, 2009 and
incorporated herein by reference).10.48
    
    Senior Executive Agreement., dated as of September 27, 2009,
between Xerox, ACS and Tom Burlin (filed as Exhibit 10.5 to
our Current Report on Form 8-K, filed September 29, 2009 and
incorporated herein by reference).10.49
    
    Senior Executive Agreement., dated as of September 27, 2009,
between Xerox, ACS and Tom Blodgett (filed as Exhibit 10.6 to
our Current Report on Form 8-K, filed September 29, 2009 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.32.1*
    
    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. 31