<PAGE>   1

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549

                             -----------------------
                                    FORM 10-K
                             -----------------------

MARK ONE      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 [ X ]                   SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED JUNE 30, 1999
                                       OR
 [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the transition 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)

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

                             -----------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   Name of exchange on
         Title of each class                         which registered
  ------------------------------------      ------------------------------------
     Class A common stock, par
        value $.01 per share                      New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE

                             -----------------------
         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 the past 90 days.
                        Yes     X       No
                             --------      --------
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K. [ X ]
         As of September 24, 1999, 46,010,178 shares of Class A common stock
were outstanding. The aggregate market value of the Class A common voting stock
held by nonaffiliates of Affiliated Computer Services, Inc. as of such date,
approximated $1,860,537,000.

DOCUMENTS INCORPORATED BY REFERENCE: Fiscal 1999 Annual Report to Stockholders -
Parts I, II and IV; Proxy Statement for October 26, 1999 Annual Meeting - Part
III.

================================================================================

<PAGE>   2


                      AFFILIATED COMPUTER SERVICES, INC.

                                    FORM 10-K
                                  JUNE 30, 1999


<TABLE>
<S>           <C>                                                                                      <C>
PART I
    Item 1.   Business................................................................................  1
    Item 2.   Properties..............................................................................  7
    Item 3.   Legal Proceedings.......................................................................  8
    Item 4.   Submission of Matters to a Vote of Security Holders.....................................  8

PART II
    Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters...............  9
    Item 6.   Selected Consolidated Financial Data.................................................... 10
    Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations... 10
    Item 8.   Financial Statements and Supplementary Data............................................. 10
    Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.... 10

PART III
    Item 10.  Directors and Executive Officers of the Registrant...................................... 11
    Item 11.  Executive Compensation.................................................................. 11
    Item 12.  Security Ownership of Certain Beneficial Owners and Management.......................... 11
    Item 13.  Certain Relationships and Related Transactions.......................................... 11

PART IV
    Item 14.  Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K.... 11
</TABLE>



<PAGE>   3
                                     PART I

ITEM 1.  BUSINESS

GENERAL

     We are based in Dallas, Texas and have offices primarily in North America,
as well as Central America, South America, Europe and the Middle East. We
provide a full range of information technology services to clients which have
time-critical, transaction-intensive information processing needs. Our services
include technology outsourcing, business process outsourcing and professional
services. Approximately 90% of our revenues for the past three fiscal years were
recurring revenues, which are revenues derived from services that our clients
use each year in connection with their ongoing businesses.

     We were formed in 1988 to participate in the trend to outsource information
processing requirements to third parties which enables businesses to focus on
core operations, respond to rapidly changing technologies and reduce data
processing expenses. Our business strategy is to expand our client base and
enhance our service offerings through both internal marketing and the
acquisition of complementary companies. Our marketing efforts focus on
developing long-term relationships with clients that choose to outsource various
information processing requirements, as well as on expanding the services we
offer to existing clients. Since inception through June 30, 1999, we have
completed 45 acquisitions, which have resulted in geographic expansion, growth
and diversification of our customer base, expansion of services and products
offered, and increased economies of scale. Our revenues have increased from $534
million in fiscal year 1995 to $1.6 billion in fiscal year 1999, a compound
growth rate of 32%. Of this growth, approximately 15% resulted from internal
growth and 17% resulted from acquisitions.

     Our largest transaction occurred in December 1997, when we acquired ACS
Government Solutions Group, Inc., formerly known as Computer Data Systems, Inc.,
a provider of information technology solutions to Federal government agencies.
We accounted for this transaction as a pooling of interests, and as a result, we
have restated our historical financial statements to reflect the combined
operations of both companies.

     We serve two primary markets. Our largest market is the commercial sector,
which accounts for approximately two-thirds of our annual revenues. Within the
commercial sector, we provide business process outsourcing, professional
services and technology outsourcing to a variety of clients nationwide,
including retailers, local municipalities, healthcare providers,
telecommunications companies, wholesale distributors, manufacturers, utilities,
financial institutions and insurance companies.

     We also serve the federal government market, which accounts for
approximately one-third of our annual revenues. Our services in this market are
comprised primarily of business process outsourcing, professional services and
technology outsourcing. Within our federal government business, approximately
half of our revenues are derived from civilian agencies with the remaining half
from the Department of Defense.

MARKET OVERVIEW

     According to industry sources, the 1999 worldwide market for information
technology services and solutions was approximately $325 billion, with the
United States market accounting for $153 billion, or approximately half of the
total market. These sources estimate that approximately $57 billion, or
one-third of the U.S. market, has been outsourced to companies like ours, and
that the U.S. outsourced market is expected to grow to $76 billion in 2002,
representing a 10% compounded annual growth rate. However, in the particular
markets in which we compete, industry sources estimate that information
technology spending in the U.S. was approximately $74 billion in 1999, of which
approximately $25 billion was outsourced. This outsourced market is expected by
these industry sources to increase to $36 billion in 2002, representing a 13%
compounded annual growth rate.


                                        1
<PAGE>   4
     We believe that the demand for third-party information processing services
has grown substantially in recent years and will continue to increase in the
future as a result of financial, strategic and technological factors. These
factors include:

     o    the increasing complexity in the information technology systems
          environment;

     o    the proliferation of the Internet and related web-based technologies;

     o    the desire by businesses to take advantage of the latest advances in
          technology without the cost and time commitment required to maintain
          an in-house system;

     o    the increasing requirements for rapid processing and communication of
          large amounts of data to multiple locations;

     o    the increasing attention by businesses to control costs, causing
          them to compare the fully allocated cost of in-house processing with
          the cost of outsourcing; and

     o    the desire of organizations to focus on their core competencies.

     As a result of rapid technological change in our markets, we expect strong
demand for third-party professional programming and consulting services. Because
we provide professional programming services to clients with mainframe
environments as well as with client-server and network applications, we believe
that we are well-positioned to expand our services in our current locations as
well as in new geographic markets. As part of our consulting services, we advise
clients on the strategic acquisition and utilization of information technology
to achieve and improve their competitive position.

BUSINESS STRATEGY

     The key components of our business strategy include the following:

     o    Expand Client Base - We seek to develop long-term relationships with
          new clients by leveraging our expertise and breadth of information
          technology products and services. Our primary focus is to increase our
          revenues by obtaining new clients with recurring requirements for
          information technology services.

     o    Expand Existing Client Relationships - We seek to leverage existing
          client relationships in which we are currently not providing a full
          range of services in order to increase the information technology
          services we provide to these clients.

     o    Build Recurring Revenues - We seek to enter into long-term contracts
          with clients to provide services that meet their ongoing information
          technology needs.

     o    Invest in Technology - We respond to technological advances and the
          rapid changes in the requirements of our clients by committing
          substantial amounts of our resources to the operation of multiple
          hardware platforms, the customization of products and services that
          incorporate new technology on a timely basis and the continuous
          training of customer service personnel.

     o    Provide Flexible Solutions - We offer custom-tailored information
          technology solutions using a variety of proprietary and third-party
          licensed software on multiple hardware and systems software platforms.

     o    Maximize Economies of Scale - Our strategy is to develop and maintain
          a significant client and account/transaction base to create sufficient
          economies of scale that enable us to achieve competitive costs.


                                        2
<PAGE>   5


     o    Complete Strategic and Tactical Acquisitions - Our acquisition
          strategy is to acquire companies to expand our geographic presence, to
          expand the products and services we offer to existing clients, and to
          obtain a presence in new, complementary markets. Although we currently
          generate virtually all of our revenue from domestic clients, we
          believe we have significant international growth opportunities and
          intend to pursue those opportunities in a disciplined manner.

     o    Attract, Train, and Retain Employees - We believe that attracting,
          training, and retaining high quality employees are essential to our
          growth. We hire motivated individuals with strong character and
          leadership traits and provide them with ongoing technological and
          leadership skills training. We emphasize retaining our associates with
          challenging work assignments and incentive programs.

     During the last three fiscal years, our revenue mix was as follows:

<TABLE>
<CAPTION>
                                                  Year ended June 30,
                                       -----------------------------------------
                                           1999           1998          1997
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>
     Commercial                        $ 1,087,210    $   775,621    $   624,245
     Federal Government                    569,681        413,784        304,392
     Intercompany Eliminations/Other       (14,675)          (282)           288
                                       -----------    -----------    -----------

              Total Revenue            $ 1,642,216    $ 1,189,123    $   928,925
                                       ===========    ===========    ===========
</TABLE>

COMMERCIAL

     In the commercial sector we provide our clients with business process
outsourcing, professional services and technology outsourcing.


Business Process Outsourcing

     We participate in several segments of the business process outsourcing
market. We developed and acquired our business process outsourcing services to
capitalize on a growing trend in corporate America. More and more companies are
concluding that it is more efficient to focus on their core competencies and to
outsource their non-core but mission-critical processes. As a result, they turn
to companies such as ACS to manage their processes. We provide a variety of
services on behalf of our clients, including loan and mortgage processing,
claims processing, accounts payable processing, data capture, storage and
retrieval services and trade marketing. We typically receive client information
in a variety of media such as paper, microfilm, computer tape, optical disk or
CD ROM. Upon receipt, we either duplicate, electronically scan or convert the
information into another suitable medium for processing. Using state-of-the-art
image transmission, storage and retrieval technology, we digitize and transmit
millions of information records daily from client locations for high-speed
conversion and database update. In many instances, we store the information for
our clients on a long-term basis. Pricing is typically determined on the basis
of the number of accounts or transactions processed.

     We also provide automated teller machine transaction processing services
primarily for financial institutions and retailers. We believe we are one of the
largest processors of retail automated teller machines in the United States.

Professional Services

     Our professional services include technology consulting, Internet
development, contract programming, applications outsourcing and maintenance and
technical support and training, as well as network design and installation
services. We provide technology consulting services which consist of advising
clients on the strategic acquisition, integration and implementation of
information technology resources. Our Internet services include


                                        3
<PAGE>   6

web-enablement of information technology assets allowing our clients to conduct
business with their customers and business partners via the Internet. We also
assist clients in the development of web-based applications and the hosting of
Internet, intranet and extranet sites. We provide a variety of clients with
professional services allowing such clients the opportunity to use a planned,
flexible workforce, either through staff augmentation or by serving as a
client's in-house development staff. Our ability to deliver high-level skill
sets and proven methodologies across a variety of technologies enhances our
ability to offer complementary services to clients and prospects dealing with
technological change.

     We also provide systems integration services to clients in selected
industries who are deploying newer technology such as client/server
architectures, advanced networks and web-based systems. We use a combination of
third party and proprietary systems to offer packaged solutions to clients with
intensive document management needs. We currently have approximately 1,500
employees providing professional and systems integration services to commercial
clients. We provide these services in fifteen offices in major cities throughout
the United States. Due to the nature of the work, we generally offer our
professional services on a time and materials basis to a changing client base
under short-term contractual arrangements.

Technology Outsourcing

     We offer a diverse set of technology outsourcing solutions to commercial
businesses desiring to achieve reductions in data processing costs and/or
improvements in the quality of data processing. Our technology outsourcing
solutions include the delivery of information processing services on a remote
basis from host data centers with sufficient computer processing capacity to
deliver significant cost savings and process improvements to our clients.
Information processing services include both on-line and batch processing of our
clients' mission-critical application systems and network management assistance.

     We provide our technology outsourcing services through an extensive
national data and service center network, which comprises five host data center
and seven remote data centers, as well as an extensive telecommunication
network. We manage data communications and, in some instances, voice
communications for our clients, as well as various local and wide area networks.
We maintain a nationwide voice and data network to support the complex
telecommunications requirements of our client base. We monitor and maintain
network lines and circuits on a seven-day, 24-hour basis from our host data
centers. We also provide shared hub satellite transmission service as an
alternative to multi-drop and point-to-point hard line telecommunications
networks.

     Our target market for technology outsourcing services consists of medium-
to large-sized commercial organizations with time-critical,
transaction-intensive information processing needs. We typically provide our
technology outsourcing services pursuant to multi-year contracts which are
typically priced on a resource utilization basis. Resources utilized include
processing time, professional services, hardware, data storage and retrieval
requirements and output volume required for processing.

FEDERAL GOVERNMENT

     Within the federal government sector, we provide business process
outsourcing, professional services and technology outsourcing. Our civilian
agency clients account for about half of our federal government revenues and our
department of defense clients account for the remaining half.

Business Process Outsourcing

     Our business process outsourcing services consist primarily of loan
servicing for federal agencies. Our services include billing, lockbox payment
processing, related accounting and reconciliation and client service call center
operations. Our largest contract for these services is with the Department of
Education, for which we service student loans under the Department of
Education's Direct Student Loan program. Under this contract, we currently
provide loan servicing to over four million borrowers, or over 12 million loans
with an aggregate value of $49 billion. During fiscal year 1999, revenue from
this contact was approximately $120 million. This contract is scheduled to
expire September 2003. We also have contracts with the Small Business
Administration and


                                        4
<PAGE>   7


Department of Veterans Affairs. Pricing is typically determined on the basis of
the number of accounts or transactions processed. Our information technology
services are also provided to civilian agencies and Department of Defense
agencies.

Professional Services

     We provide applications maintenance and development, network implementation
and maintenance, desktop services, technical staff augmentation, training and
Internet/intranet development. The Department of Defense and civilian agencies
generally either contract directly with us or through the General Services
Administration (GSA) for these services. The GSA performs the procurement
function for many civilian and Department of Defense agencies. Approximately 40%
of these services for fiscal 1999 were provided pursuant to three contracts with
the GSA. We also provide our services to a variety of civilian agencies such as
the Departments of Labor, Treasury and Transportation, the U.S. Senate, the U.S.
Postal Service, the Federal Energy Regulatory Commission and the National Drug
Intelligence Center. In addition, we also provide these services to a variety of
Department of Defense agencies such as Strategic Command, Air Combat Command,
The National Security Agency and the Defense Special Weapons Agency.

     We currently have over 3,900 employees providing these services to our
government clients. Additionally, approximately 1,600 of these employees have
security clearance. We generally price these services on a time and materials
basis.


Technology Outsourcing

     Our technology outsourcing services within the Federal government are
offered and provided in a manner similar to these services in the commercial
sector.


CLIENT BASE

     We achieve growth in revenues and customer base through marketing and
acquisitions of other information processing companies. Clients may be lost due
to merger, business failure, conversion to a competing processor or to an
in-house system. Our business with the federal government is subject to various
risks, including the reduction or modification of contracts due to changing
government needs and requirements. Government contracts, by their terms,
generally can be terminated for convenience by the government, which means that
the government may terminate the contract at any time, without cause, and in
certain instances we would be entitled to receive compensation only for the
services provided or costs incurred at the time of termination.

     Approximately 89%, 89% and 90% of our revenues for fiscal 1999, 1998 and
1997, respectively, were recurring. We define recurring revenues as revenues
derived from services that are used by our clients each year in connection with
their ongoing businesses, and accordingly exclude conversion and deconversion
fees, software license fees, product installation fees and hardware sales.

     Our five largest customers accounted for approximately 19%, 25% and 26% of
our fiscal 1999, 1998 and 1997 revenues, respectively.


                                        5
<PAGE>   8



     Our revenues derived from information technology services described herein
are shown in the following table:

<TABLE>
<CAPTION>
                                                           Year ended June 30,
                                    --------------------------------------------------------------
                                       1999         1998         1997         1996         1995
                                    ----------   ----------   ----------   ----------   ----------
                                                             (in thousands)
<S>                                 <C>          <C>          <C>          <C>          <C>
     Business process outsourcing   $  696,976   $  468,175   $  385,937   $  260,220   $  172,446
     Professional services             570,168      390,221      245,720      201,443      184,025
     Technology outsourcing            375,072      330,727      297,268      185,945      177,377
                                    ----------   ----------   ----------   ----------   ----------

       Total                        $1,642,216   $1,189,123   $  928,925   $  647,608   $  533,848
                                    ==========   ==========   ==========   ==========   ==========
</TABLE>

COMPETITION

     The markets for our services are intensely competitive and highly
fragmented. The most significant competitive factors are reliability and quality
of services, technical competence and price of services.

     In connection with certain large technology outsourcing contracts, we may
be required to purchase technology assets from prospective clients or to provide
financial assistance to prospective clients in order to obtain their contracts.
Many of our competitors have substantially greater resources and thus, may have
a greater ability to obtain client contracts where sizable asset purchases or
investments are required. To maintain competitive prices, we operate with
efficient and low overhead and maintain a significant client base and
account/transaction base to achieve sufficient economies of scale. Our
competition for technology outsourcing contracts consists of:

     o    the first-tier outsourcers, including IBM, Electronic Data Systems
          Corporation (EDS) and Computer Sciences Corporation (CSC);

     o    mid-sized divisions of large corporations, such as Lockheed-Martin;
          and

     o    other smaller, regional competitors.

     In professional services markets, we actively compete with small
specialized firms as well as with large competitors with a wider range of
professional services. We believe that the key competitive factors in obtaining
and retaining clients include the ability to understand project requirements,
deliver appropriate skill sets in a timely manner and price services
effectively. We must also compete for qualified personnel through competitive
wages and by maintaining a consistent demand for the skills recruited. Our
competition in professional services includes EDS, CSC, Science Applications
International Corporation and several other local and regional players.

     We compete successfully in the business process outsourcing business by
offering a wide range of high quality services and achieving favorable pricing
by maintaining a significant volume of transactions to obtain economies of
scale. Competition is highly fragmented and depends on the specific business
process. Principal competitors for accounts payable, claims processing and
records storage and retrieval services include FYI, Inc., National Processing
Company, Lason, Inc. and several other small- to medium-sized local and regional
competitors. Principal electronic commerce solution competitors include EDS,
Deluxe Data Corporation, Concord EFS, Inc., large financial institutions and
several regional automated teller machine networks and processors.


SALES AND MARKETING

     We market our services and products primarily through separate sales forces
located throughout the United States. In order to enhance our sales and
marketing efforts, we hire sales representatives who have significant experience
in the industries to which they will be marketing. Maintaining separate sales
forces for our various service lines allows our sales representatives to
concentrate on particular services, product technology and customer markets,
thereby staying abreast of developments in these areas. However, the sales
representatives are also kept abreast of our service offerings in order to
cross-sell these services to our entire client population.


                                        6
<PAGE>   9

EMPLOYEES

     We believe that our success, in part, depends on our continuing ability to
attract and retain skilled technical, marketing and management personnel. While
technology professionals are in high demand, we believe that, to date, we have
been able to attract and retain highly qualified personnel. As of June 30, 1999,
we had over 15,700 full-time equivalent employees. Other than approximately 200
employees located in one location in Mississippi, none of our employees are
currently represented by a union, and there have been no work stoppages or
strikes. Management considers its relations with employees to be good.


GOVERNMENT CONTRACTS AND REGULATION

     Approximately one-third of our revenues are derived from contracts and
subcontracts with federal government agencies. Our allowable federal government
contract costs and fees are subject to audit by the Defense Contract Audit
Agency ("DCAA"). These audits may result in non-reimbursement of some contract
costs and fees. To date, we have experienced no material adjustments as a result
of audits by the DCAA. The DCAA has completed audits of the Company's federal
contracts through fiscal 1996, for a majority of the federal government
contracts.

     We are not directly subject to federal or state regulations specifically
applicable to financial institutions. As a provider of services to financial
institutions, however, our technology outsourcing and electronic commerce
solutions operations are examined periodically by various state and federal
regulatory agencies. These agencies make recommendations regarding various
aspects of our operations, and generally, we implement such recommendations. We
also arrange for an annual independent examination of our major data processing
facilities.

     Our ATM network operations are subject to federal and state regulations
governing consumers' rights with respect to ATM transactions. Fees charged by
ATM owners are currently regulated, and additional legislation which would
regulate or eliminate certain ATM fees has been proposed by the federal
government and by several states. There can be no assurance whether such
regulations or legislation will be enacted in the future or that existing
consumer protection laws will not be expanded to apply to fees charged in
connection with ATM transactions. However, if such legislation were enacted, the
number of ATMs operated nationwide (or within the geographic areas affected by
the legislation) could be significantly reduced. This could adversely affect our
revenues and income as they relate to our electronic commerce solutions
business.

ITEM 2.  PROPERTIES

     As of June 30, 1999, we had approximately 220 locations in the United
States in 36 states and also in 6 other countries. Approximately 1.0 million
square feet is owned and approximately 1.9 million square feet is leased. The
leases expire from 1999 to 2011 and we do not anticipate any significant
difficulty in obtaining lease renewals or alternative space. Our executive
offices are located in Dallas, Texas at a company owned facility of
approximately 612,000 square feet, which also houses a host data center and
other operations. Our federal government sector executive offices are located in
Rockville, Maryland in a company owned facility of approximately 130,000 square
feet. We believe that our current facilities are suitable and adequate for our
business.


                                        7
<PAGE>   10


ITEM 3.  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 million, 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 plan to vigorously pursue the appeal. The
plaintiffs also have filed a notice of appeal. Should the proceedings not be
favorably resolved on appeal, we would be subject to a material charge.

     On February 11, 1999, and on or about April 16, 1999, Caremark, Inc., one
of our significant outsourcing clients, filed separate lawsuits in Federal
District Court in Illinois alleging that we had breached contractual obligations
to provide certain information and pricing reductions and a price quote for cost
plus pricing to Caremark. Caremark seeks to terminate the contract, which
comprised approximately 1.5% of our revenues for the year ended June 30, 1999.
Caremark's pleadings also request damages in the millions of dollars, without
further specificity. We believe that we have complied with all contractual
obligations, provided the required information and are not contractually
obligated to provide the price reduction alleged by Caremark to be required. On
February 25, 1999, we filed a lawsuit in County Court in Dallas, Texas against
Caremark and its parent, Caremark RX (formerly known as MedPartners, Inc.),
alleging that Caremark has caused us significant injury by trying to manufacture
a basis to repudiate this contract and to avoid payment and other obligations.
We are asking for actual, consequential and punitive damages. Although we cannot
predict the outcome of either of these lawsuits, if we are unsuccessful, the
resulting losses could negatively impact our revenues and profitability.

     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 1996 for a majority of our federal government
business operations. In our 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.

     In addition to the foregoing, we are subject to certain other legal
proceedings, claims and disputes which arise in the ordinary course of our
business. Although we cannot predict the outcomes of these legal proceedings, we
do not believe these actions will have a material adverse effect on our
financial position, results of operations or liquidity. However, if unfavorably
resolved, these proceedings could have a material adverse effect on our
financial position, results of operations and liquidity.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fiscal fourth quarter covered by this report, no matter was
submitted to a vote of our security holders.


                                        8
<PAGE>   11


                                     PART II


ITEM 5.  MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


     Our Class A common stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "ACS." The following table sets forth the high and low sales
prices of our Class A common stock for the last two fiscal years as reported on
the NYSE, and have been retroactively adjusted for the two-for-one stock
split which occurred in November 1996.

<TABLE>
<CAPTION>
      Fiscal year ended June 30, 1998        High       Low
      -------------------------------      --------   --------
<S>                                        <C>        <C>
      First Quarter                        29 15/16    24 5/16

      Second Quarter                         26 1/2     21 1/2

      Third Quarter                          37 1/8     24 1/2

      Fourth Quarter                         39 3/4     30 5/8
<CAPTION>
      Fiscal year ended June 30, 1999        High        Low
      -------------------------------      --------   --------
<S>                                        <C>        <C>

      First Quarter                          38 3/4     29 3/4

      Second Quarter                             45     22 3/8

      Third Quarter                          51 3/4     34 1/2

      Fourth Quarter                       50 11/16     38 1/4
</TABLE>

     On September 24, 1999, the last reported sales price of our Class A common
stock as reported on the New York Stock Exchange was $ 40 7/16 per share.

     Except for the dividends paid by ACS Government Solutions Group, Inc. prior
to the Merger, we have not paid any dividends to date on our common stock. We
intend to continue to retain earnings for use in the operation of our business
and, therefore, do not anticipate paying any dividends in the foreseeable
future. Under the terms of our unsecured revolving credit agreement with Wells
Fargo Bank (Texas), National Association and Bank One, Texas N.A. as amended
(the "Credit Facility"), we are prohibited from paying dividends in any fiscal
year in a total amount that would exceed 50% of our net income for the preceding
fiscal year. Any future determination to pay dividends will be at the discretion
of our Board of Directors and will be dependent upon our financial condition,
results of operations, contractual restrictions, capital requirements, business
prospects and such other factors as the Board of Directors deems relevant.


                                        9
<PAGE>   12


ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

     The following selected consolidated financial data are qualified by
reference to and should be read in conjunction with our Consolidated Financial
Statements and Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
document.

<TABLE>
<CAPTION>
(in thousands, except per share amounts)
                                                            As of and for the year ended June 30,
                                             ---------------------------------------------------------------
                                                1999         1998          1997        1996         1995
                                             ----------   ----------    ---------   ----------   ----------
<S>                                          <C>          <C>           <C>          <C>          <C>
     RESULTS OF OPERATIONS DATA:
     Revenues                                $1,642,216   $1,189,123    $  928,925   $  647,608   $  533,848

     Earnings from continuing operations     $   86,230   $   54,422(1) $   49,666   $   33,525   $   25,655

     Earnings per common share-basic         $     1.77   $     1.14(1) $     1.08   $     0.88   $     0.74

     Earnings per common share
        assuming dilution                    $     1.66   $     1.11(1) $     1.05   $     0.85   $     0.71

     Weighted average shares outstanding -
        basic                                    48,839       47,599        46,136       38,228       34,625
     Weighted average shares outstanding
        assuming dilution                        55,668       50,487        47,452       39,320       35,998

     BALANCE SHEET DATA:

     Working capital                         $  194,226   $  198,118    $  110,866   $   79,928   $   77,615

     Total assets                            $1,223,600   $  949,798    $  761,477   $  636,098   $  309,903

     Total long-term debt
        (less current portion)               $  349,106   $  234,848    $  130,680   $   57,208   $   37,940

     Cumulative redeemable
        preferred stock                      $       --   $       --    $       --   $    1,100   $    1,100

     Stockholders' equity                    $  607,421   $  503,670    $  427,481   $  363,204   $  156,686
</TABLE>

     (1)  Includes $12,974,000, $8,880,000 net of tax, or $.19 and $.18 per
          basic and diluted share, respectively, of merger costs we incurred in
          connection with the Merger.

     Pursuant to Instructions G(2) to Form 10-K, the information required in
Items 7 and 8 are incorporated by reference from pages 18 through 39 of our
Fiscal 1999 Annual Report to Stockholders, included in this Form 10-K Annual
Report as Exhibit 13.1

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not applicable


                                       10
<PAGE>   13


                                    PART III

     Pursuant to Instruction G(3) to Form 10-K, the information required in
ITEMS 10 THROUGH 13 is incorporated by reference from our definitive proxy
statement, which is incorporated herein by reference.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
         REPORTS ON FORM 8-K

     (a)  (1) Financial Statements

          Our consolidated financial statements as of June 30, 1999 and 1998 and
          for each of the three years in the period ended June 30, 1999,
          together with the report of PricewaterhouseCoopers LLP dated July 27,
          1999, appear on pages 18 to 39 of our Fiscal 1999 Annual Report to
          Stockholders, Exhibit 13.1 to this Form 10-K Annual Report, and are
          incorporated herein by reference.

     (a)  (2) Financial Statement Schedule

          Schedule II- Valuation and Qualifying Accounts for the three years in
          the period ended June 30, 1999, together with the report of
          PricewaterhouseCoopers LLP dated July 27, 1999 appear on pages F-1 and
          F-2 and are filed as part of this Form 10-K Annual Report.

          All other financial statement schedules are omitted for the reason
          that they are either not applicable or not required or because the
          information required is contained in the consolidated financial
          statements or notes thereto.

     (b)  Reports on Form 8-K

          On May 19, 1999 we filed a Current Report on Form 8-K reporting the
          amendment and restatement of our Rights Agreement.

     (c)  Exhibits

          Reference is made to the Index to Exhibits beginning on page 17 for
          a list of all exhibits filed as part of this report.


                                       11
<PAGE>   14


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, we have duly caused this Report to be signed on our behalf
by the undersigned thereunto duly authorized representative.

                                       Affiliated Computer Services, Inc.

Date:  September 28, 1999

                                       By:   /s/  Mark A. King
                                           --------------------------------
                                             Mark A. King
                                             Executive Vice President and
                                             Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 28th day of September 1999.

<TABLE>
<CAPTION>
          Signature                             Title
          ---------                             -----
<S>                                <C>

      /s/ Darwin Deason            Director, Chairman of the Board
-------------------------------
       (Darwin Deason)


     /s/ Jeffrey A. Rich           Director, President and Chief Executive Officer
-------------------------------
      (Jeffrey A. Rich)

                                   Director, Executive Vice President and Chief Financial
       /s/ Mark A. King            Officer
-------------------------------
        (Mark A. King)


   /s/ Henry G. Hortenstine        Director, Executive Vice President
-------------------------------
    (Henry G. Hortenstine)

                                   Director, Executive Vice President, Secretary and
      /s/ David W. Black              General Counsel
-------------------------------
       (David W. Black)


     /s/ Peter A. Bracken          Director and Vice-Chairman, ACS Government Solutions Group, Inc.
-------------------------------
      (Peter A. Bracken)


    /s/ Joseph P. O'Neill          Director
-------------------------------
     (Joseph P. O'Neill)


      /s/ Frank A. Rossi           Director
-------------------------------
       (Frank A. Rossi)


   /s/ Clifford M. Kendall         Director
-------------------------------
    (Clifford M. Kendall)
</TABLE>


                                       12
<PAGE>   15


        REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE



     To the Board of Directors of Affiliated Computer Services, Inc.

     Our audits of the consolidated financial statements referred to in our
report dated July 27, 1999, appearing in the 1999 Annual Report to
Stockholders of Affiliated Computer Services, Inc. (which report and
consolidated financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the financial statement schedule
listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial
statement schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.



     PricewaterhouseCoopers LLP



    Dallas, Texas
    July 27, 1999

                                      F-1
<PAGE>   16


                       AFFILIATED COMPUTER SERVICES, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997
                                 (in thousands)

<TABLE>
<CAPTION>
                                             Balance                                              Balance
                                          at Beginning    Charged to Costs                        at End
           Description                      of Period       and Expenses      Deductions         of Period
-------------------------------             ---------       ------------      ----------         ---------
<S>                                        <C>               <C>              <C>               <C>
Year ended June 30, 1999
   Deducted from asset accounts:
     Accounts receivable                   $    2,840        $   3,673        $    1,880  (1)   $   4,633
     Property and equipment                    90,096           35,342             1,494  (2)     123,944
     Software                                  11,029            5,093             1,066  (2)      15,056
     Goodwill                                  25,846           15,664              (269) (2)      41,779
     Other intangible assets                   14,414           10,624                32           25,006
                                           ----------        ---------        ----------        ---------

       Total                               $  144,225        $  70,396        $    4,203         $210,418
                                           ==========        =========        ==========        =========

Year ended June 30, 1998
   Deducted from asset accounts:
     Accounts receivable                   $    1,964        $     998        $      122 (1)    $   2,840
     Property and equipment                    66,302           25,493             1,699 (2)       90,096
     Software                                   9,436            3,661             2,068 (2)       11,029
     Goodwill                                  15,504           10,432                90 (2)       25,846
     Other intangible assets                    7,100            7,888               574 (2)       14,414
                                           ----------        ---------        ----------        ---------

       Total                               $  100,306        $  48,472        $    4,553        $ 144,225
                                           ==========        =========        ==========        =========

Year ended June 30, 1997
   Deducted from asset accounts:
     Accounts receivable                   $    1,457        $   1,166        $      659 (1)    $   1,964
     Property and equipment                    46,718           21,836             2,252 (2)       66,302
     Software                                  19,438            2,717            12,719 (2)        9,436
     Goodwill                                   8,609            7,232               337 (2)       15,504
     Other intangible assets                    4,478            2,826               204 (2)        7,100
                                           ----------        ---------        ----------        ---------

       Total                               $   80,700        $  35,777        $   16,171        $ 100,306
                                           ==========        =========        ==========        =========
</TABLE>


     (1)  Uncollectible accounts written off, net of recoveries and allowances
          of acquired businesses.

     (2)  Retirements


                                       F-2
<PAGE>   17


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                         EXHIBIT NAME
   -------                        ------------
<S>           <C>
     2.1      Agreement and Plan of Merger, dated as of September 20, 1997, by
                 and among the Company, ACS Acquisition Corp. and Computer Data
                 Systems, Inc., filed as Exhibit 2.1 to the Company's Form S-4
                 (Registration No. 333-40351) (the "Form S-4") and incorporated
                 herein by reference.

     3.1      Charter of Incorporation of the Company, filed as Exhibit 3.1 to
                 the Company's Form S-4 and incorporated herein by reference.

     3.2      Bylaws of the Company filed as Exhibit 3.(II) to the Company's
                 Third Quarter Report on Form 10-Q for the quarter ended
                 March 31, 1999 and incorporated herein by reference.


     4.1      Form of New Class A Common Stock Certificate, filed as Exhibit 4.3
                 to the Company's Form S-1 (Registration No. 333-79394) (the
                 "Form S-1") and incorporated herein by reference.

     4.2      First Amended and Restated Rights Agreement, dated April 2, 1999,
                 between the Company and First City Transfer Company, as Rights
                 Agent filed as Exhibit 4.1 to the Company's Report on Form 8-K
                 dated May 19, 1999 and incorporated herein by reference.

     4.3      Indenture, dated as of March 20, 1998 between Affiliated Computer
                 Services, Inc., as issuer and U.S. Trust Company of Texas, N.A.
                 as trustee, filed as Exhibit 4.1 to the Company's Report on
                 Form 8-K dated March 20, 1998 and incorporated herein by
                 reference.

     4.4      Registration Rights Agreement, dated as of March 17, 1998 between
                 Affiliated Computer Services, Inc. and Goldman, Sachs & Co.,
                 Bear, Stearns & Co., Inc., Smith Barney Inc., Hambrecht & Quist
                 LLC, Donaldson, Lufkin & Jenrette Securities Corporation and
                 Prudential Securities Incorporated, filed as Exhibit 4.2 to the
                 Company's Report on Form 8-K dated March 20, 1998 and
                 incorporated herein by reference.

     10.1     Amended Stock Option Plan of the Company, filed as Exhibit 10.1 to
                 the Company's Form S-1 and incorporated herein by reference.

     10.2     1997 Stock Incentive Plan of the Company, filed as Appendix D to
                 the Company's Joint Proxy Statement/Prospectus filed as Form
                 14A dated November 14, 1997 and incorporated herein by
                 reference.

     10.3     Reciprocal Services Agreement, dated June 30, 1994, between the
                 Company and Precept, filed as Exhibit 10.15 to the Company's
                 Form S-1 and incorporated herein by reference.
</TABLE>


<PAGE>   18


<TABLE>
<S>           <C>
     10.4     Mutual Indemnification Agreement, dated June 30, 1994, between the
                 Company and Precept, filed as Exhibit 10.18 to the Company's
                 Form S-1 and incorporated herein by reference.

     10.5     Stockholders Tax Indemnification Agreement, dated June 30, 1994,
                 between the Company and the Stockholders named therein, filed
                 as Exhibit 10.19 to the Company's Form S-1 and incorporated
                 herein by reference.

     10.6     Form of Directors Indemnification Agreement, filed as Exhibit
                 10.20 to the Company's Form S-1 and incorporated herein by
                 reference.

     10.7     Credit Agreement dated December 15, 1995 between the Company,
                 Bank One, Texas, N.A., as Documentation Agent and Co-Agent,
                 First Interstate Bank of Texas N.A., as Administrative Agent
                 and Co-Agent and Certain Lenders, filed as Exhibit 10.1 to the
                 Company's Third Quarter Report on Form 10-Q for the quarter
                 ended March 31, 1996 and incorporated herein by reference.

     10.8     Restated Credit Agreement dated June 20, 1996 between the Company,
                 Wells Fargo Bank (Texas), N.A., Agent, Bank One, Texas, N.A.,
                 Co-Agent, and Certain Lenders for $160,000,000 Revolving
                 Facility filed as Exhibit 10.19 to the Company's Annual Report
                 on Form 10-K for the year ended June 30, 1996 and incorporated
                 herein by reference.

     10.9     First Amendment to Restated Credit Agreement dated July 29, 1997
                 between the Company, Wells Fargo Bank (Texas) N.A., Agent;
                 Bank One, Texas, N.A., Co-Agent; and Certain Lenders for
                 $200,000,000 Revolving Facility filed as Exhibit 10.14 to the
                 Company's Annual Report on Form 10-K for the year ended
                 June 30, 1997 and incorporated herein by reference.

   *10.10     Second Amendment to Restated Credit Agreement dated March 20, 1998
                 between the Company, Wells Fargo Bank (Texas) N.A., Agent;
                 Bank One, Texas, N.A., Co-Agent; and Certain Lenders for
                 $200,000,000 Revolving Facility.

    10.11     Form of Severance Agreement by and between the Company and Certain
                 Executive Officers of the Company filed as Exhibit 10.15 to the
                 Company's Annual Report on Form 10-K for the year ended
                 June 30, 1997 and incorporated herein by reference.

    10.12     U.S. Department of Education Contract No. PM94017001 (portions of
                 which are subject to an Order for Confidential Treatment
                 pursuant to Rule 24b-2) included as an exhibit to the Form
                 10-Q/A filed August 24, 1994 by ACS Government Solutions, Inc.
                 (formerly known as Computer Data Systems, Inc.) and
                 incorporated herein by reference.

   *10.13     Supplemental Executive Retirement Agreement by and between the
                 Company and the Company's Chairman of the Board.

    10.14     Employment Agreement by and between the Company and the Company's
                 Chairman of the Board filed as Exhibit 10.(iii)(A) to the
                 Company's Third Quarter Report on Form 10-Q for the quarter
                 ended March 31, 1999 and incorporated herein by reference.

  *  13.1     Excerpt of the Fiscal 1999 Annual Report to Stockholders,
                 pages 18 through 38.

  *  21.1     Subsidiaries of the Company

  *  23.1     Consent of PricewaterhouseCoopers LLP

  *  23.2     Consent of Ernst & Young LLP

  *  27.1     Financial Data Schedule

  *  99.1     Report of Independent Auditors
</TABLE>


*  Filed herewith