<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended     March 31, 2001
                                   --------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the period from __________ to __________

                         Commission file number 0-24787
                                               ---------

                       AFFILIATED COMPUTER SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     51-0310342
 ------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2828 North Haskell, Dallas,  Texas                         75204
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code  (214) 841-6111

                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                                             NUMBER OF SHARES OUTSTANDING AS OF
         TITLE OF EACH CLASS                           APRIL 10, 2001
--------------------------------------      ------------------------------------
<S>                                         <C>
 Class A Common Stock, $.01 par value                    46,957,148
 Class B Common Stock, $.01 par value                     3,299,686
                                                      -----------------
                                                         50,256,834
</TABLE>

<PAGE>   2

               AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES

                                      INDEX



<TABLE>
<CAPTION>
                                                                                                PAGE
PART I.                 FINANCIAL INFORMATION                                                  NUMBER

<S>        <C>                                                                                 <C>
Item 1.    Consolidated Financial Statements:

                   Consolidated Balance Sheets at March 31, 2001 and
                             June 30, 2000                                                        1

                   Consolidated Statements of Income for the Three and Nine Months
                             Ended March 31, 2001 and 2000                                        2

                   Consolidated Statements of Cash Flows for the Nine Months
                             Ended March 31, 2001 and 2000                                        3

                   Notes to Consolidated Financial Statements                                   4 - 7


Item 2.    Management's Discussion and Analysis of Financial Condition and
                      Results of Operations                                                     8 - 10


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                      10

Item 2.    Changes in Securities and Use of Proceeds                                              10

Item 6.    Exhibits and Reports on Form 8-K                                                       11
</TABLE>

<PAGE>   3

               AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                MARCH 31,           JUNE 30,
                                                                  2001               2000
                                                               (UNAUDITED)         (AUDITED)
                                                               -----------        -----------
<S>                                                            <C>                <C>
                ASSETS
Current assets:
     Cash and cash equivalents                                 $   276,214        $    44,521
     Accounts receivable, net                                      456,307            399,853
     Receivable from divestitures                                       --            180,335
     Inventory                                                       8,540              7,324
     Prepaid expenses and other current assets                      58,233             71,290
     Net assets held for sale                                           --             43,362
     Deferred taxes                                                  9,283             25,189
                                                               -----------        -----------
         Total current assets                                      808,577            771,874

Property, equipment and software, net                              226,799            194,034
Goodwill and other intangibles, net                                729,610            650,263
Long-term investments and other assets                              47,145             40,275
                                                               -----------        -----------

         Total assets                                          $ 1,812,131        $ 1,656,446
                                                               ===========        ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                          $    28,788        $    47,901
     Accrued compensation and benefits                              66,191             69,208
     Other accrued liabilities                                     128,432            156,720
     Income taxes payable                                           12,974             60,671
     Short-term debt                                                 2,990              2,877
     Current portion of unearned revenue                            20,487             20,865
                                                               -----------        -----------
         Total current liabilities                                 259,862            358,242

Convertible notes                                                  546,990            230,000
Long-term debt                                                     103,389            295,619
Deferred taxes                                                      49,902             35,316
Other long-term liabilities                                         22,964             25,892
                                                               -----------        -----------
         Total liabilities                                         983,107            945,069
                                                               -----------        -----------

Stockholders' equity:
     Class A common stock                                              468                463
     Class B common stock                                               33                 33
     Additional paid-in capital                                    330,866            321,525
     Retained earnings                                             497,655            400,200
     Accumulated other comprehensive income (net of tax)                23                 --
                                                                       (21)           (10,844)
                                                               -----------        -----------
         Total stockholders' equity                                829,024            711,377
                                                               -----------        -----------

         Total liabilities and stockholders' equity            $ 1,812,131        $ 1,656,446
                                                               ===========        ===========
</TABLE>


                See notes to consolidated financial statements.



                                       1
<PAGE>   4

               AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                    MARCH 31,                          MARCH 31,
                                         -----------------------------       -----------------------------
                                             2001              2000              2001              2000
                                         -----------       -----------       -----------       -----------

<S>                                      <C>               <C>               <C>               <C>
Revenues                                 $   533,574       $   510,439       $ 1,513,082       $ 1,434,133
Expenses:
     Wages and benefits                      232,220           222,635           660,851           620,750
     Services and supplies                   157,796           155,933           438,778           439,453
     Rent, lease and maintenance              53,621            52,807           169,010           154,152
     Depreciation and amortization            24,586            23,286            68,254            63,845
     Other operating expenses                  3,584             5,774            15,522            14,842
                                         -----------       -----------       -----------       -----------
           Total operating expenses          471,807           460,435         1,352,415         1,293,042
                                         -----------       -----------       -----------       -----------

     Operating income                         61,767            50,004           160,667           141,091

Interest expense                               6,375             6,192            16,250            16,651
Other non-operating income, net               (2,301)           (2,818)          (16,659)           (8,552)
                                         -----------       -----------       -----------       -----------

           Pretax profit                      57,693            46,630           161,076           132,992

Income tax expense                            22,500            18,794            63,336            53,684
                                         -----------       -----------       -----------       -----------

      Net income                         $    35,193       $    27,836       $    97,740       $    79,308
                                         ===========       ===========       ===========       ===========

Earnings per common share:

   Basic                                 $       .70       $       .57       $      1.97       $      1.61
                                         ===========       ===========       ===========       ===========

   Diluted                               $       .64       $       .53       $      1.80       $      1.50
                                         ===========       ===========       ===========       ===========


Shares used in computing earnings
per common share:

   Basic                                      49,964            49,139            49,736            49,240

   Diluted                                    58,673            55,658            57,245            55,873

</TABLE>


                 See notes to consolidated financial statements.


                                       2
<PAGE>   5

               AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                       NINE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                  -------------------------
                                                                                     2001            2000
                                                                                  ---------       ---------
<S>                                                                               <C>             <C>
Cash flows from operating activities:
    Net income                                                                    $  97,740       $  79,308
                                                                                  ---------       ---------

    Adjustments to reconcile net income to net cash provided by (used
     in) operating activities:
        Depreciation and amortization                                                68,254          63,845
        Gain on sale of investment                                                  (12,785)         (1,741)
        Gain on collection of note receivable                                        (1,713)         (3,000)
        Other                                                                           239          (1,307)
        Changes in assets and liabilities, net of effects from acquisitions:
           Decrease in ATM cash                                                          --             600
           Increase in accounts receivable                                          (52,729)        (20,952)
           Increase in inventory                                                     (1,109)         (1,091)
           (Increase) decrease in prepaid expenses and other current assets           7,972          (9,305)
           Change in deferred taxes                                                  31,175          16,857
           (Increase) decrease in other long-term assets                              2,186          (6,441)
           Decrease in accounts payable                                             (21,322)        (10,505)
           Decrease in accrued compensation and benefits                             (2,662)        (14,046)
           Decrease in other accrued liabilities                                     (9,962)         (1,079)
           Increase (decrease) in income taxes payable                              (37,815)          5,625
           Increase (decrease) in unearned revenue                                   (5,476)          2,634
           Increase in other long-term liabilities                                      713           1,128
                                                                                  ---------       ---------

        Total adjustments                                                           (35,034)         21,222
                                                                                  ---------       ---------
        Net cash provided by operating activities                                    62,706         100,530
                                                                                  ---------       ---------

Cash flows from investing activities:
    Purchases of property, equipment and software, net of sales                     (68,740)        (52,259)
    Payments for acquisitions, net of cash acquired                                 (87,047)       (197,607)
    Proceeds from divestitures, net of transaction costs                            206,235              --
    Purchase of investments                                                            (500)         (9,769)
    Proceeds from sale of investment                                                 17,100           2,260
    Additions to other intangible assets                                            (20,743)         (7,542)
    Additions to notes receivable                                                    (3,229)         (1,553)
    Proceeds received on notes receivable                                             8,913           8,158
    Other                                                                                --              41
                                                                                  ---------       ---------
        Net cash provided by (used in) investing activities                          51,989        (258,271)
                                                                                  ---------       ---------

Cash flows from financing activities:
    Proceeds from issuance of  debt, net of issuance costs                          674,983         225,840
    Repayments of  debt                                                            (566,089)        (76,873)
    Proceeds from stock options exercised                                             8,400           2,069
    Net repayment of ATM debt                                                            --            (600)
    Other, net                                                                         (296)           (789)
                                                                                  ---------       ---------
        Net cash provided by financing activities                                   116,998         149,647
                                                                                  ---------       ---------

Net increase (decrease) in cash and cash equivalents                                231,693          (8,094)
Cash and cash equivalents at beginning of period                                     44,521          28,580

                                                                                  ---------       ---------
Cash and cash equivalents at end of period                                        $ 276,214       $  20,486
                                                                                  =========       =========
</TABLE>


                See notes to consolidated financial statements.


                                       3
<PAGE>   6

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



1.  BASIS OF PRESENTATION

    The consolidated financial statements include the accounts of Affiliated
    Computer Services, Inc. and its majority-owned subsidiaries. All material
    intercompany profits, transactions and balances have been eliminated. We are
    a Fortune 1000 Company based in Dallas, Texas with operations primarily in
    North America, as well as Central America, Africa, South America, Europe and
    the Middle East. We provide business process and technology outsourcing to
    world class commercial and government clients.

    The financial information presented should be read in conjunction with our
    consolidated financial statements for the year ended June 30, 2000. The
    foregoing unaudited consolidated financial statements reflect all
    adjustments (all of which are of a normal recurring nature) which are, in
    the opinion of management, necessary for a fair presentation of the results
    of the interim periods. The results for the interim periods are not
    necessarily indicative of results to be expected for the year. Certain
    financial statement items from the prior year have been reclassified to
    conform with current presentation.

2.  CONVERTIBLE DEBT OFFERING

    On February 21, 2001, we completed the sale of a new issue of $300 million
    of 3.5% Convertible Subordinated Notes due February 15, 2006 (the "Notes").
    The sale of an additional $17 million aggregate Notes pursuant to an
    overallotment option was completed on March 22, 2001. The Notes are
    convertible into our Class A common stock at a conversion rate of 11.5117
    shares of Class A common stock for each $1,000 principal amount of Notes
    (equivalent to a conversion price of $86.87 per share of Class A common
    stock), subject to adjustments in certain events. Interest on the Notes is
    payable semi-annually on February 15 and August 15 of each year commencing
    on August 15, 2001. The Notes may be redeemed at our option on or after
    February 18, 2004, in whole or in part, at the redemption prices set forth
    in the Notes.

3.  HEDGING ACTIVITIES AND COMPREHENSIVE INCOME

    In June 1998, the Financial Accounting Standards Board issued Statement of
    Financial Accounting Standards No. 133, "Accounting for Derivatives and
    Hedging Activities". The statement requires us to record all derivatives on
    the balance sheet at fair value. If the derivative is a hedge, depending on
    the nature of the hedge, changes in the fair value of the derivatives are
    either recognized in earnings or are recognized in other comprehensive
    income until the hedged item is recognized in earnings. As of March 31,
    2001, the fair market value of our interest rate hedge was $37,000 and was
    recorded in other current assets.

    Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive
    Income" establishes standards for reporting and display of comprehensive
    income and its components in the financial statements. The objective of SFAS
    130 is to report a measure of all changes in equity of an enterprise that
    result from transactions and other economic events of the period other than
    transactions with owners. Comprehensive income is the total of net income
    and all other non-owner changes within a company's equity.

    The components of comprehensive income are as follows (in thousands):

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED           NINE MONTHS ENDED
                                                             MARCH 31,                    MARCH 31,
                                                     -----------------------      -----------------------
                                                       2001           2000          2001          2000
                                                     -----------------------      -----------------------

<S>                                                  <C>            <C>           <C>           <C>
Net income                                           $ 35,193       $ 27,836      $ 97,740      $ 79,308

Change in fair value of derivatives (net of tax          (754)            --            23            --
effect of ($492) and $15, respectively)
                                                     --------       --------      --------      --------

Comprehensive income                                 $ 34,439       $ 27,836      $ 97,763      $ 79,308
                                                     ========       ========      ========      ========
</TABLE>


                                       4
<PAGE>   7

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

4.  EARNINGS PER SHARE

    In accordance with Statement of Financial Accounting Standard No. 128,
    "Earnings per Share", the following table (in thousands, except per share
    amounts) sets forth the computation of basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                   MARCH 31,                   MARCH 31,
                                                              2001          2000          2001          2000
                                                            --------      --------      --------      --------
<S>                                                         <C>           <C>           <C>           <C>
Numerator:
  Numerator for earnings per share (basic) -
    Income available to common stockholders                 $ 35,193      $ 27,836      $ 97,740      $ 79,308
  Effect of dilutive securities:
    Interest on convertible debt                               2,374         1,538         5,449         4,616
                                                            --------      --------      --------      --------

  Numerator for earnings per share assuming
   Dilution - income available to common stockholders       $ 37,567      $ 29,374      $103,189      $ 83,924
                                                            ========      ========      ========      ========
Denominator:
  Weighted average shares outstanding (basic)                 49,964        49,139        49,736        49,240
  Effect of dilutive securities:
    Convertible debt                                           6,915         5,392         5,892         5,392
    Stock options                                              1,794         1,127         1,617         1,241
                                                            --------      --------      --------      --------
    Total potential common shares                              8,709         6,519         7,509         6,633
                                                            --------      --------      --------      --------
 Denominator for earnings per share assuming
    Dilution                                                  58,673        55,658        57,245        55,873
                                                            ========      ========      ========      ========
Earnings per common share (basic)                           $    .70      $    .57      $   1.97      $   1.61
                                                            ========      ========      ========      ========
Earnings per common share assuming dilution                 $    .64      $    .53      $   1.80      $   1.50
                                                            ========      ========      ========      ========
</TABLE>

5.  NON-RECURRING ITEMS

    In the first quarter of fiscal 2001, we recorded a $12.8 million gain in
    other non-operating income related to the sale of a non-strategic minority
    investment in ACS Merchant Services, Inc. Also during the quarter, we
    recorded a $10.4 million charge in connection with the termination of
    certain hardware leases and disaster recovery contracts (reflected in rent,
    lease and maintenance expense) and a $2.1 million charge for non-recurring
    litigation costs and the writedown of property held-for-sale (reflected in
    other operating expense).

    In the second quarter of fiscal 2000, we recorded $3.0 million of
    accelerated expenses in connection with the consolidation of certain
    business process outsourcing operations. These expenses included
    approximately $2.6 million related to duplicate software and production
    facilities (reflected in rent, lease and maintenance expense), $0.2 million
    of unamortized leasehold improvements and write off of excess equipment
    (reflected in depreciation and amortization expense) and $0.2 million for
    severance payments for reductions in staff (reflected in wages and benefits
    expense).

    In January 1999, we sold a business unit of an acquired company to CyberPlus
    Corporation ("Cyberplus"). As part of the consideration, we received a $3.2
    million promissory note due March 2000 and 2.1 million warrants to purchase
    CyberPlus common stock. Given the financial uncertainty surrounding
    CyberPlus, the note receivable was fully reserved. In the second quarter of
    fiscal 2000, CyberPlus obtained financing and repaid $3.0 million on the
    promissory note, resulting in a $3.0 million gain (reflected in other
    non-operating income).

6.  ACCUMULATED DEPRECIATION AND AMORTIZATION

    Property, equipment and software are stated net of accumulated depreciation
    of $202.1 million and $165.6 million at March 31, 2001 and June 30, 2000,
    respectively. Additionally, goodwill and other intangibles are stated net of
    accumulated amortization of $105.6 million and $80.3 million at March 31,
    2001 and June 30, 2000, respectively.


                                       5
<PAGE>   8

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

7.  ACQUISITIONS

    During December 2000, we acquired Business Resources Corporation, ("BRC"), a
    subsidiary of Tyler Technologies, Inc. for approximately $70 million in
    cash, which was funded by our existing credit facility. The acquisition was
    accounted for under the purchase method of accounting with assets acquired
    of $76.2 million and liabilities assumed of $6.2 million. BRC's results have
    been included in our consolidated financial statements from the effective
    date of the acquisition. BRC is a provider of outsourced records management,
    document workflow, imaging systems and services to state and local
    governments. BRC also provides real estate title plant services to title
    companies.

8.  SEGMENT INFORMATION

    Based on the criteria set forth in Statement of Financial Accounting
    Standard No. 131, "Disclosure about Segments of an Enterprise and Related
    Information," we have two reportable segments: commercial and federal
    government. Certain reclassifications have been made to the segment
    disclosure as the result of changes to our reporting structure. Prior year
    results have been restated for comparison purposes. The following is a
    summary of certain financial information by reportable segment (in
    thousands):

<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 2001
----------------------------
                                                            FEDERAL
                                         COMMERCIAL        GOVERNMENT     CORPORATE      CONSOLIDATED
                                         ----------        ----------     ---------      ------------

<S>                                       <C>               <C>            <C>             <C>
Revenue                                   $343,427          $190,147       $     --        $533,574

Operating expense                          272,347           170,627          4,247         447,221
                                          --------          --------       --------        --------

EBITDA(b)                                   71,080            19,520         (4,247)         86,353

Depreciation & amortization expense
   excluding goodwill amortization          15,020             2,871            483          18,374

Goodwill amortization                        5,019             1,193             --           6,212

                                          --------          --------       --------        --------
Operating income (loss)                   $ 51,041          $ 15,456       ($ 4,730)       $ 61,767
                                          ========          ========       ========        ========
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 2000
----------------------------
                                                            FEDERAL
                                         COMMERCIAL        GOVERNMENT     CORPORATE     CONSOLIDATED
                                         ----------        ----------     ---------     ------------

<S>                                       <C>               <C>            <C>             <C>
Revenue                                   $351,739(a)       $158,700       $     --        $510,439

Operating expense                          287,647           145,244          4,258         437,149
                                          --------          --------       --------        --------

EBITDA(b)                                   64,092            13,456         (4,258)         73,290

Depreciation & amortization expense
   excluding goodwill amortization          14,818             2,275            286          17,379

Goodwill amortization                        5,311               596             --           5,907

                                          --------          --------       --------        --------
Operating income (loss)                   $ 43,963          $ 10,585       ($ 4,544)       $ 50,004
                                          ========          ========       ========        ========
</TABLE>

----------
(a) Revenue includes $74.7 million for the three months ended March
2000 related to the divestitures announced in June 2000.

(b) EBITDA consist of earnings before interest income, interest expense, other
non-operating income and expense, income taxes, depreciation and amortization.
EBITDA is not a measure of financial performance under generally accepted
accounting principles and should not be considered in isolation or as an
alternative to net income as an indicator of a company's performance or to cash
flows from operating activities as a measure of liquidity.


                                       6
<PAGE>   9

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


8.  SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31, 2001
--------------------------------
                                                               FEDERAL
                                          COMMERCIAL          GOVERNMENT       CORPORATE        CONSOLIDATED
                                          ----------          ----------       ----------       ------------

<S>                                       <C>                 <C>              <C>               <C>
Revenue                                   $  959,170(a)       $  553,912       $       --        $1,513,082

Operating expense                            773,215(b)          499,045           11,901         1,284,161
                                          ----------          ----------       ----------        ----------

EBITDA(c)                                    185,955              54,867          (11,901)          228,921

Depreciation & amortization expense
   excluding goodwill amortization            40,692               8,353            1,196            50,241

Goodwill amortization                         14,505               3,508               --            18,013

                                          ----------          ----------       ----------        ----------
Operating income (loss)                   $  130,758          $   43,006       ($  13,097)       $  160,667
                                          ==========          ==========       ==========        ==========
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31, 2000
--------------------------------
                                                               FEDERAL
                                          COMMERCIAL          GOVERNMENT       CORPORATE        CONSOLIDATED
                                          ----------          ----------       ----------       ------------

<S>                                       <C>                 <C>              <C>               <C>
Revenue                                   $  982,122(a)       $  452,011       $       --        $1,434,133

Operating expense                            808,298(d)          410,778           10,121         1,229,197
                                          ----------          ----------       ----------        ----------

EBITDA(c)                                    173,824              41,233          (10,121)          204,936

Depreciation & amortization expense
   excluding goodwill amortization            40,406               6,591              829            47,826

Goodwill amortization                         14,225               1,794               --            16,019

                                          ----------          ----------       ----------        ----------
Operating income (loss)                   $  119,193          $   32,848       ($  10,950)       $  141,091
                                          ==========          ==========       ==========        ==========
</TABLE>


(a) Revenue includes $7.5 million and $229.0 million for the nine months ended
March 31, 2001 and 2000, related to the divestitures announced in June 2000.

(b) Operating expense includes $12.5 million of non-recurring charges related to
hardware lease buyouts and disaster recovery contracts, legal fees and a
writedown of property held-for-sale to market value (see Note 5).

(c) EBITDA consist of earnings before interest income, interest expense, other
non-operating income and expense, income taxes, depreciation and amortization.
EBITDA is not a measure of financial performance under generally accepted
accounting principles and should not be considered in isolation or as an
alternative to net income as an indicator of a company's performance or to cash
flows from operating activities as a measure of liquidity.

(d) Operating expense for the nine months ended March 31, 2000 included $3.0
million of accelerated expenses in connection with the consolidation of certain
business process outsourcing operations (see Note 5).


                                       7
<PAGE>   10

               AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of
Operations includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements, other than statements of historical facts, included in
this MD&A regarding our financial position, business strategy and plans and
objectives of our management for future operations are forward-looking
statements. These forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of uncertainties and other
factors, many of which are outside of our control, that could cause actual
results to materially differ from such statements. While we believe that the
assumptions concerning future events are reasonable, we caution that there are
inherent difficulties in predicting certain important factors, especially the
timing and magnitude of technological advances; the performance of recently
acquired businesses; the prospects for future acquisitions; the possibility that
a current customer could be acquired or otherwise be affected by a future event
that would diminish its information technology requirements; the competition in
the information technology industry and the impact of such competition on
pricing, revenues and margins; the degree to which business entities continue to
outsource information technology and business processes; uncertainties
surrounding budget reductions or changes in funding priorities or existing
government programs; and the cost of attracting and retaining highly skilled
personnel.

SIGNIFICANT DEVELOPMENTS

During the fourth quarter of fiscal 2000, we entered into a formal plan to
divest certain business units consisting of our ATM processing business and our
commercial staffing business due to the fact that these businesses were no
longer strategic to our long-term goal of providing information technology and
business process outsourcing services. By October 31, 2000, we had completed the
sale of and received the proceeds from these divestitures. During the first
quarter of fiscal 2001, we recorded a $12.8 million gain in other non-operating
income associated with the sale of a non-strategic minority investment in ACS
Merchant Services, Inc.

RESULTS OF OPERATIONS

The following table sets forth certain items from our consolidated statements of
income as a percentage of revenues:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED             NINE MONTHS ENDED
                                               MARCH 31,                      MARCH 31,
                                         ---------------------         ---------------------
                                          2001           2000           2001           2000
                                         ------         ------         ------         ------

<S>                                      <C>            <C>            <C>            <C>
Revenues                                    100%           100%           100%           100%

Expenses:
     Wages and benefits                    43.5           43.6           43.7           43.3
     Services and supplies                 29.6           30.5           29.0           30.6
     Rent, lease and maintenance           10.0           10.4           11.2           10.7
     Depreciation and amortization          4.6            4.6            4.5            4.5
     Other operating expenses               0.7            1.1            1.0            1.0
                                         ------         ------         ------         ------
         Total operating expenses          88.4           90.2           89.4           90.1
                                         ------         ------         ------         ------

     Operating income                      11.6            9.8           10.6            9.9

Interest expense                            1.2            1.2            1.1            1.2
Other non-operating income, net            (0.4)          (0.6)          (1.1)          (0.6)
                                         ------         ------         ------         ------

     Pretax profit                         10.8            9.2           10.6            9.3
     Income tax expense                     4.2            3.7            4.2            3.7
                                         ------         ------         ------         ------

     Net income                             6.6%           5.5%           6.4%           5.6%
                                         ======         ======         ======         ======
</TABLE>


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<PAGE>   11

COMPARISON OF THE QUARTER ENDED MARCH 31, 2001 TO THE QUARTER ENDED MARCH 31,
2000

Excluding the third quarter fiscal year 2000 revenue related to the divested
units of $74.7 million, revenues increased 22% from $435.7 million to $533.6
million for the third quarter of fiscal 2001. More than two-thirds of the
revenue increase, or 15%, was derived from internal growth. Excluding the
revenues from the divested units, revenues from our commercial segment increased
$66.4 million, or 24%. Internal revenue growth of 20% in the commercial segment
was primarily due to growth in new and existing business process outsourcing,
technology outsourcing contracts and state Medicaid and Welfare benefit program
management contracts. Revenues from our federal government segment increased
$31.4 million, or 20%, over the prior year quarter. This growth was comprised of
5% internal growth and 15% from the Intellisource acquisition in the fourth
quarter of fiscal 2000.

Operating income increased $11.8 million, or 24% to $61.8 million in the third
quarter of fiscal 2001 as compared to the third quarter of fiscal 2000.
Operating margins increased to 11.6% in the third quarter of fiscal 2001 from
9.8 % in the third quarter of fiscal 2000 as a result of the divestitures
program that was completed in the first quarter of fiscal year 2001. Services
and supplies as a percentage of revenue decreased from 30.5% in the third
quarter of fiscal year 2000 to 29.6% in the third quarter of fiscal 2001 due to
the divestiture of the ATM processing business, which had a large component of
interchange fees paid to ATM distributors.

Our effective tax rate of approximately 39.0% in the third quarter of fiscal
2001 exceeded the federal statutory rate of 35%, due primarily to the
amortization of certain acquisition-related costs that are non-deductible for
tax purposes, plus the net effect of state income taxes.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2001 TO THE NINE MONTHS ENDED
MARCH 31, 2000

Excluding revenues related to the divested units ($7.5 million and $229.0
million for the nine months ended March 31, 2001 and 2000 respectively), revenue
increased $300.5 million, or 25% over the prior year from $1.21 billion to $1.51
billion. Revenues from our commercial segment increased, excluding the divested
units, $198.6 million, or 26% as a result of new customer contracts in state
Medicaid and Welfare benefit program management and growth from new and existing
business process outsourcing and technology outsourcing contracts. Revenues in
our federal government segment increased $101.9 million, or 23%, primarily as a
result of the acquisition of Intellisource in the fourth quarter of fiscal year
2000 and growth in tasks performed under Department of Education contracts.

Excluding the $12.5 million and $3.0 million in non-recurring charges in the
first nine months of fiscal years 2001 and 2000, respectively (see Note 5),
operating margins increased 1.4% from 10.0% to 11.4% in fiscal 2001 as a result
of the completed divestiture program completed in the first quarter of fiscal
year 2001. Wages and benefits as a percentage of revenue increased from 43.3% to
43.7% as a result of the divestitures, which had a smaller component of wages
and benefit expense, and our continued focus on delivering business process
outsourcing services, which has a larger component of wages and benefits.
Services and supplies as a percentage of revenue decreased from 30.6% to 29.0%
as a result of the divestiture of the ATM processing business, which had a large
component of interchange fees paid to ATM distributors. After adjusting for the
non-recurring charges of $10.4 million in fiscal 2001 and $2.6 million in fiscal
2000, rent, lease and maintenance expense remained relatively constant.

Other non-operating income includes non-recurring gains of $12.8 million and
$3.0 million in the nine months ended March 31, 2001 and 2000, respectively (see
Note 5). Excluding these gains, other non-operating income decreased as a
percentage of revenue from 0.4% to 0.3% primarily due to income earned on the
excess cash from the issuance of the February 2001 Convertible Subordinated
Notes.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001, we had cash and cash equivalents totaling $276.2 million
compared to $44.5 million at June 30, 2000. Included in the cash balances at
March 31, 2001 and June 30, 2000 were $5.6 million and $22.3 million,
respectively, of restricted cash held on behalf of governmental customers.
Working capital increased to $548.7 million at March 31, 2001 from $413.7
million at June 30, 2000 due primarily to the collection of proceeds from
divestitures and the February 2001 convertible notes (see Note 2) offset by the
subsequent paydown of long-term debt. We had approximately $341 million
available under our credit facility as of March 31, 2001.

Cash flow from operations was $62.7 million for the nine months ended March 31,
2001. However, during the first quarter of fiscal 2001, we paid approximately
$49.7 million in income taxes related to the net gain from our divestiture
activity and approximately $10.4 million of non-recurring lease termination
charges, which are included in cash flows from operations. After adjusting for
these items, our net cash provided by operating activities would have been
approximately $122.8 million for the nine months ended March 31, 2001. Cash flow
from investing activities was $52.0 million primarily due to the collection of
proceeds from divestitures offset by the acquisition of BRC in the second
quarter of fiscal 2001 (see Note 7). Net cash provided by financing activities
was $117.0 million, which was the result of proceeds from issuances of debt,
including the February 2001 Convertible Subordinated Notes offering, less
paydowns of our credit facility.


                                       9
<PAGE>   12

We hold two interest rate hedges initiated in December 1998 and expiring in
December 2001. Each hedge is structured such that we pay a fixed rate of
interest of 4.54% and receive a floating rate of interest based on one month
LIBOR. The notional amount of the two hedges totals $100,000,000 and the fair
market value of the two hedges at March 31, 2001 was approximately $37,000,
which is recorded in other current assets (see Note 3). The fair value of each
interest rate hedge reflects termination cash value.

Management believes that available cash and cash equivalents, together with cash
generated from operations and available borrowings under our credit facility,
will provide adequate funds for our anticipated internal growth needs, including
working capital expenditures. Our management also believes that cash provided by
operations will be sufficient to satisfy all existing debt obligations as they
become due. However, we intend to continue our growth through acquisitions and
from time to time to engage in discussions with potential acquisition
candidates, which could require significant commitments of capital. In order to
pursue such opportunities, we may be required to incur debt or to issue
additional potentially dilutive securities in the future. No assurance can be
given as to our future acquisitions and expansion opportunities and how such
opportunities will be financed.

NEW ACCOUNTING STANDARDS

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements". SAB 101 provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements and requires adoption no later than the fourth quarter of fiscal
2001. We do not believe the adoption of SAB 101 will have a material impact on
our future earnings and financial position.


                                     PART II

ITEM 1. LEGAL PROCEEDINGS

On December 16, 1998, a state district court in Houston, Texas entered final
judgment against us in a lawsuit brought by twenty-one former employees of
Gibraltar Savings Association and/or First Texas Savings Association
(collectively, "GSA/FTSA"). The GSA/FTSA employees alleged that they were
entitled to the value of 401,541 shares of our stock pursuant to options issued
to the GSA/FTSA employees in 1988 in connection with a former data processing
services agreement between GSA/FTSA and us. The judgment against us was for
approximately $17,000,000, which includes attorneys' fees and pre-judgment
interest, but excludes additional attorneys' fees of approximately $850,000
which could be awarded in the event the plaintiffs are successful upon appeal
and final judgment. We continue to believe that we have a meritorious defense to
all or a substantial portion of the plaintiffs' claims. We filed our appeal of
the judgment on March 15, 1999 and are vigorously pursuing the appeal. The
plaintiffs also filed a notice of appeal and are pursuing their appeal. Should
the proceedings not be favorably resolved on appeal, we would be subject to a
material charge.

Government contracts are subject to review and audit by various governmental
authorities in the normal course of our business. Cost audits have been
completed through fiscal 1998 for a majority of the federal government business
operations. In management's opinion, any such reviews and the results of cost
audits for subsequent fiscal years will not have a material effect on our
financial position or results of operations.

We are subject to certain other legal proceedings, claims and disputes which
arise in the ordinary course of business. Although we cannot predict the outcome
of these legal proceedings, management does not believe these actions, in the
aggregate, will have a material adverse effect on our financial position,
results of operations or liquidity.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On February 21, 2001, we completed the sale of a new issue of $300 million
aggregate principal amount with the option to purchase an additional $50 million
aggregate principal amount ("Overallotment Option") of 3.5% Convertible
Subordinate Notes due February 15, 2006 (the "Notes"). The sale of an additional
$17 million aggregate Notes pursuant to the Overallotment Option was completed
on March 22, 2001. The Notes are convertible into Class A common stock at a
conversion rate of 11.5117 shares of class A common stock for each $1,000
principal amount of Notes (equivalent to a conversion price of $86.87 per share
of Class A common stock), subject to adjustments in certain events. The Notes
were sold to Goldman, Sachs & Co. and Bear Stearns & Co. (collectively, the
"Purchasers") in a unregistered private placement. The discount to the
Purchasers was 2.5% of the $317 million principal amount of the Notes purchased
(or an aggregated amount of $7.9 million). We used $65 million of the proceeds
from the Notes to pay down our credit facility and we intend to use the
remainder for working capital and general corporate purposes, which may include
acquisitions.


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<PAGE>   13

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a.)     Exhibits.

        4.1     Indenture, dated as of February 21, 2001, between Affiliated
                Computer Service, Inc and U.S. Trust Company of Texas, N.A.
                relating to the Notes (filed as exhibit 4.1 to the Company's
                Registration Statement and is incorporated herein by reference).

        4.2     Registration Rights Agreement between Affiliated Computer
                Services, Inc. and Goldman, Sachs, and Co. as representative of
                the several Purchasers named therein (filed as Exhibit 4.4 to
                the Company's Form S-3 on March 30, 2001 and incorporated herein
                by reference).


b.)     Reports on Form 8-K.

        1.      On March 8, 2001, the Company filed a Current Report on Form 8-K
                announcing executive management changes.

        2.      On April 4, 2001, the Company filed a Current Report on Form 8-K
                reporting the sale of a new issue of $317 million aggregate
                principal amount of 3.5% Convertible Subordinate Notes due
                February 15, 2006.



                                       11
<PAGE>   14

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the 15th day of May 2001.

                                        AFFILIATED COMPUTER SERVICES, INC.

                                        By:   /s/  Warren D. Edwards
                                            -------------------------------
                                             Warren D. Edwards
                                             Executive Vice President and
                                             Chief Financial Officer



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