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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>As
filed with the Securities and Exchange Commission on June 13, 2007</B></DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Registration No.&nbsp;333-42385</B>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 0pt"><B>Registration Statement Under The Securities Act Of 1933<BR>
<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>AFFILIATED COMPUTER SERVICES, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of incorporation or<BR>organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>51-0310342</B><BR>
(I.R.S. employer identification number)</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>2828 North Haskell Avenue<BR>
Dallas, Texas 75204</B><BR>
(Address, including zip code, of principal executive offices)<BR>
<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Affiliated Computer Services, Inc. 2007 Equity Incentive Plan</B><BR>
(Full title of the Plan)<BR>
<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>William L. Deckelman, Jr., Esq.<BR>
Executive Vice President, Secretary and General Counsel<BR>
Affiliated Computer Services, Inc.<BR>
2828 North Haskell Avenue<BR>
Dallas, Texas 75204<BR>
(214)&nbsp;841-6111 (phone)</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(Name, address and telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="17" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Offering Price per</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum Aggregate Offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left"><B>Title of Securities to be Registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be Registered (1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Share (2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Price (2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registration Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD valign="top" style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Class&nbsp;A Common Stock, par value $0.01 per share
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="bottom" style="border-top: 2px solid #000000">15,000,000</TD>
    <TD nowrap valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$57.745
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$866,175,000
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="center" valign="bottom" style="border-top: 2px solid #000000">$26,591.57 (2)</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Class&nbsp;A Common Stock Purchase Rights
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="bottom" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="bottom" style="border-top: 2px solid #000000">(3</TD>
    <TD nowrap valign="bottom" style="border-top: 2px solid #000000">)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">N/A (3)
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">N/A (3)
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">N/A (3)</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="17" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>



<DIV style="margin-top: 3pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;416 of the Securities Act of 1933, as amended (the &#147;Act&#148;), this Registration Statement includes any additional shares of the registrant&#146;s Class&nbsp;A Common
Stock that may be issued pursuant to anti-dilution provisions contained in the 2007 Equity Incentive Plan and a Class&nbsp;A Common Stock purchase right that is attached to each
share of Class&nbsp;A Common Stock. Pursuant to Rule 416(c) under the Act, there is also being registered an indeterminate number of plan interests to be offered or sold
pursuant to the plans.</TD>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and 457(h) under the Act, the offering price and registration fee are based on
a price of $57.745 per share, which price is an average of the high and low prices of the Class&nbsp;A Common Stock as reported by the New York Stock Exchange on June 7,
2007.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>The rights to purchase Class&nbsp;A Common Stock are attached to and trade with the Class&nbsp;A Common Stock. No additional registration fee is required pursuant to Rule 457(g)
under the Act since no additional consideration will be received for the rights and the rights are being registered in the same registration statement as the securities
being offered pursuant to the rights.</TD>
</TR>

</TABLE>
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement registers 15,000,000 shares of Class&nbsp;A common stock, $0.01 par
value (the &#147;Shares&#148;), of Affiliated Computer Services, Inc. (the &#147;Company&#148;, &#147;we&#148;, &#147;our&#148; or &#147;us&#148;)
that may be issued and sold under the Affiliated Computer Services, Inc. 2007 Equity Incentive Plan
(the &#147;Plan&#148;), including the Class&nbsp;A common stock purchase rights that are attached to and trade
with the Class&nbsp;A common stock and any additional shares which may be issued under the Plan as a
result of a stock split, stock dividend or other anti-dilution provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As specified in General Instruction C of Form S-8, until we meet the registrant requirements
for the use of Form S-3, the amount of securities to be reoffered or resold under the Resale
Prospectus by each selling stockholder and any other person with whom he or she is acting in
concert for the purpose of selling our securities, may not exceed, during any three-month period,
the amount specified in Rule&nbsp;144(e).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement includes two forms of prospectus. The documents constituting the
prospectus under Part&nbsp;I of this Registration Statement (the &#147;Plan Prospectus&#148;) will be sent or
given to participants in the Plan as specified by Rule&nbsp;428(b)(1) under the Securities Act of 1933,
as amended (the &#147;Securities Act&#148;). The second prospectus (the &#147;Resale Prospectus&#148;) may be used in
connection with reoffers and resales, made on a delayed or continuous basis in the future, as
provided in Rule&nbsp;415 under the Securities Act, of shares of Class&nbsp;A common stock of the Company
acquired by Plan participants who are our &#147;affiliates&#148; as such term is defined in Rule&nbsp;405 under
the Securities Act, which shares constitute &#147;control securities&#148; as such term is defined in General
Instruction C to Form S-8. The Plan Prospectus has been omitted from this Registration Statement as
permitted by Part&nbsp;I of Form S-8. The Resale Prospectus is filed as part of this Registration
Statement as required by Form S-8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon written or oral request, we will provide, without charge, the documents incorporated by
reference in Item&nbsp;3 of Part&nbsp;II of this Registration Statement. The documents are incorporated by
reference in the Plan Prospectus. We will also provide, without charge, upon written or oral
request, other documents required to be delivered to employees pursuant to Rule 428(b) under the
Securities Act. Requests for the above mentioned information should be directed in writing or by
telephone to Affiliated Computer Services, Inc., Attention: William L. Deckelman, Jr., Executive
Vice President, Secretary and General Counsel, 2828 North Haskell Avenue, Dallas, Texas 75204;
telephone: (214)&nbsp;841-6111.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RESALE PROSPECTUS</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>15,000,000 SHARES OF CLASS A COMMON STOCK</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>AFFILIATED COMPUTER SERVICES, INC.<BR>
2828 NORTH HASKELL AVENUE<BR>
DALLAS, TEXAS 75204<BR>
(214)&nbsp;841-6111</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Resale Prospectus relates to the offer and sale of up to 15,000,000 shares of our Class&nbsp;A
common stock from time to time by selling stockholders of shares of our Class&nbsp;A common stock. The
Class&nbsp;A common stock is issuable to the selling stockholders from time to time under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Class&nbsp;A common stock is traded on the New York Stock Exchange under the symbol &#147;ACS.&#148; On
June 7, 2007, the closing price of a share of our common stock on the New York Stock Exchange was
$57.34 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sales by the selling stockholders. The Class
A common stock may be sold from time to time by the selling stockholders either directly in private
transactions, or through one or more brokers or dealers on the New York Stock Exchange, or any
other market or exchange on which the Class&nbsp;A common stock is quoted or listed for trading, at such
prices and upon such terms as may be obtainable. These sales may be at fixed prices (which may be
changed), at market prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon any sale of the Class&nbsp;A common stock, by a selling stockholder and participating agents,
brokers, dealers or market makers may be deemed to be underwriters as that term is defined in the
Securities Act, and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No underwriter is being utilized in connection with this offering. We will pay all expenses
incurred in connection with this offering and the preparation of this Resale Prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE &#147;RISK FACTORS&#148; BEGINNING ON PAGE 4.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS RESALE PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
date of this Resale Prospectus is June&nbsp;13, 2007.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Page</B></TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#101">Where You Can Find More Information
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">2</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#102">Incorporation of Certain Documents by Reference
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">3</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#103">Note Regarding Forward Looking Statements
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">4</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#104">Risk Factors
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">4</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#105">Use of Proceeds
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">15</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#106">Selling Stockholders
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">15</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#107">Plan of Distribution
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">15</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#108">Legal Matters
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">16</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#109">Experts
</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="bottom">&nbsp;</TD>
    <TD align="right" valign="bottom">16</TD>
    <TD nowrap valign="bottom">&nbsp;</TD>
</TR>
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<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d47465exv4w3.htm">Certificate of Elimination of the Series A Cumulative Redeemable Preferred Stock</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d47465exv5w1.htm">Opinion of Jackson Walker L.L.P.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d47465exv23w1.htm">Consent of PricewaterhouseCoopers LLP</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained in this Resale Prospectus or any supplement.
We have not authorized anyone to provide you with information different from that which is
contained in or incorporated by reference to this Resale Prospectus. The selling stockholders are
offering to sell shares of Class&nbsp;A common stock and seeking offers to buy shares of common stock
only in jurisdictions where offers and sales are permitted. The information contained in this
Resale Prospectus is accurate only as of the date of this Resale Prospectus, regardless of the time
of delivery of this Resale Prospectus or of any sale of the common stock.
</DIV>
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file proxy statements and annual, quarterly and special reports with the Securities and
Exchange Commission (the &#147;SEC&#148;). You may read and copy this information, for a copying fee, at the
SEC&#146;s Public Reference Room at 100 F Street, NE, Room&nbsp;1580, Washington, D.C. 20549. Please call the
SEC at (202)&nbsp;551-8090 for more information on its public reference rooms. Our SEC filings are also
available to the public for a fee from commercial document retrieval services and free of charge at
the web site maintained by the SEC at <U>http://www.sec.gov</U>. We also provide access to these
reports on our web site at <U>www.acs-inc.com</U>. Information on our web site is not incorporated
by reference in this Resale Prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Class&nbsp;A common stock is traded on the New York Stock Exchange and, therefore, the
information we file with the SEC may also be inspected at the offices of the New York Stock
Exchange, located at 20 Broad Street, New York, NY 10005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, to register with the SEC the resale of the shares of our Class&nbsp;A common stock
described in this Resale Prospectus. This Resale Prospectus is part of that Registration Statement
and provides you with a general description of the Shares being registered, but does not include
all of the information you can find in the Registration Statement or the exhibits. You should refer
to the Registration Statement and its exhibits for more information about us and the Shares being
registered.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; information into this Resale Prospectus, which
means that we can disclose important information to you by referring to another document filed
separately by us with the SEC. The information incorporated by reference is deemed to be part of
this Resale Prospectus, except for information superseded by this prospectus. This Resale
Prospectus incorporates by reference the documents set forth below that we have previously filed
with the SEC as of their respective filing dates. These documents contain important information
about us and our finances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Annual Report on Form 10-K/A for the year ended June&nbsp;30, 2006, filed on February&nbsp;1, 2007;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;(2)&nbsp;Quarterly Reports on Form 10-Q for the quarters ended September&nbsp;30, 2006, filed on January
23, 2007; December&nbsp;31, 2006, filed on February&nbsp;14, 2007;
and March&nbsp;31, 2007, filed on May&nbsp;10, 2007;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;(3)&nbsp;Current Reports on Form 8-K, filed on July&nbsp;7, 2006, July&nbsp;10, 2006, July&nbsp;19, 2006, August
7, 2006, August&nbsp;9, 2006, August&nbsp;15, 2006, August&nbsp;17, 2006, September&nbsp;7, 2006, September&nbsp;14, 2006,
September&nbsp;20, 2006, September&nbsp;27, 2006, September&nbsp;28, 2006, October&nbsp;4, 2006, October&nbsp;12, 2006,
October&nbsp;31, 2006, November&nbsp;1, 2006, November&nbsp;14, 2006, November&nbsp;27, 2006, December&nbsp;13, 2006,
December&nbsp;19, 2006, December&nbsp;22, 2006, December&nbsp;29, 2006, January&nbsp;5, 2007, January&nbsp;24, 2007,
January&nbsp;26, 2007, February&nbsp;13, 2007, February&nbsp;16, 2007, March&nbsp;8, 2007, March&nbsp;20, 2007, March&nbsp;22,
2007, March&nbsp;26, 2007, April&nbsp;23, 2007, May&nbsp;1, 2007, May&nbsp;2, 2007, May&nbsp;4, 2007, June&nbsp;1, 2007, June&nbsp;4,
2007 and June 11, 2007;*
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;The updated description of our Class&nbsp;A common stock, contained in our Registration
Statement on Form 8-A12B/A, filed September&nbsp;26, 1994, including any amendment or report filed for
the purpose of updating such description; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;The updated description of securities contained in our Registration Statement on Form
8-A12G, filed on August&nbsp;21, 1997, including any amendment or report filed for the purpose of
updating such description.
</DIV>

<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>


<DIV style="margin-top: 3pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>All documents filed by Affiliated Computer Services, Inc. with the SEC pursuant to Sections&nbsp;13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this Registration Statement and prior to the termination of the offering to which it relates shall
be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in a document
incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that the statement
is modified or superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Nothing in this Registration Statement shall be deemed to incorporate information furnished by us
but not filed with the SEC pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If you are a stockholder, we may have sent you some of the documents incorporated by
reference, but you can obtain any of them through us or the SEC. Documents incorporated by
reference are available from us without charge. Any person to whom this Resale Prospectus is
delivered may obtain documents incorporated by reference into this Resale Prospectus, other than
exhibits to the documents unless such exhibits are specifically incorporated by reference in the
documents, by requesting them in writing or by telephone from:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Affiliated Computer Services, Inc.<BR>
Attention: William L. Deckelman, Jr.<BR>
Executive Vice President, Secretary and General Counsel<BR>
2828 North Haskell Avenue<BR>
Dallas, Texas 75204<BR>
Telephone: (214)&nbsp;841-6111
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>NOTE REGARDING FORWARD LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Resale Prospectus and the documents incorporated by reference herein contain &#147;forward
looking statements&#148; within the meaning of the Private Securities Litigation Reform Act of 1995 and
the provisions of Section&nbsp;27A of the Securities Act of 1933, as amended, and Section&nbsp;21E of the
Securities Exchange Act of 1934, as amended (which Sections were adopted as part of Private
Securities Litigation Reform Act of 1995). While management has based any forward-looking
statements contained herein on its current expectations, the information on which such expectations
were based may change. These forward-looking statements rely on a number of assumptions concerning
future events and are subject to a number of risks, uncertainties, and other factors, many of which
are outside of our control, that could cause actual results to materially differ from such
statements. Such risks, uncertainties, and other factors include, but are not necessarily limited
to, those set forth under the caption &#147;Risk Factors.&#148; In addition, we operate in a highly
competitive and rapidly changing environment, and new risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a prediction of actual results. We
disclaim any intention to, and undertake no obligation to, update or revise any forward-looking
statement.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Any investment in our Class&nbsp;A common stock involves a high degree of risk. You should carefully
consider the following information about risks, together with other information contained in this
Resale Prospectus, before making an investment decision. Additional risks and uncertainties not
known to us or that we now believe to be immaterial could also impair our business. If any of the
following risks actually occur, our business, results of operations, financial condition and
liquidity could be adversely affected. As a result, the market price of our Class&nbsp;A common stock
could decline, and you may lose all or a part of your investment in the Class&nbsp;A common stock. Some
of the risks that could cause our results to vary are discussed below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We have issued debt and have a substantial uncommitted facility available to us. Our debt service
cost could limit cash flow available to fund our operations, and may limit our ability to obtain
further debt or equity financing.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On June&nbsp;6, 2005, we completed a public offering of $250&nbsp;million aggregate principal amount of 4.70%
Senior Notes due June&nbsp;1, 2010 and $250&nbsp;million aggregate principal amount of 5.20% Senior Notes due
June&nbsp;1, 2015 (together, the &#147;Senior Notes&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On March&nbsp;20, 2006, we and certain of our subsidiaries entered into a Credit Agreement with Citicorp
USA, Inc., as Administrative Agent, Citigroup Global Markets Inc., as Sole Lead Arranger and Book
Runner, with Morgan Stanley Bank, SunTrust Bank, Bank of Tokyo-Mitsubishi UFJ, Ltd., Wachovia Bank
National Association, Bank of America, N.A., Bear Stearns Corporate Lending and Wells Fargo Bank,
N.A., as Co-Syndication Agents, and various other lenders and issuers (the &#147;Credit Facility&#148;). The
Credit Facility provides for a senior secured term loan facility of $800&nbsp;million, with the ability
to increase it by up to $3&nbsp;billion, under certain circumstances (the &#147;Term Loan Facility&#148;) and a
senior secured revolving credit facility of $1&nbsp;billion with the ability to increase it by up to
$750&nbsp;million (the &#147;Revolving Facility&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of March&nbsp;31, 2007, we have outstanding approximately $500&nbsp;million of the Senior Notes and
approximately $1.8&nbsp;billion is drawn under our Credit Facility. Substantially all of our assets are
pledged to secure our Credit Facility and our Senior Notes. If we are fully drawn under our Credit
Facility (including the increase resulting from the accordion features of the Revolving Facility),
the book value of our equity may
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">be in a deficit position. The interest rates under the Credit Facility fluctuate with changes in
the market rates and with changes in our leverage ratio. Thus, our debt service cost will increase
as market interest rates increase and as our leverage ratio increases. It will be necessary to
utilize cash flow from operating activities to fund debt service cost related to our indebtedness.
If we fail to have sufficient cash flow to satisfy the debt service cost of our indebtedness, then
we could default on our indebtedness, resulting in foreclosure on the assets used to conduct our
business. In addition, reduction of our available cash flow may negatively impact our business,
including our ability to make future acquisitions, ability to compete for customer contracts
requiring upfront capital costs, and our ability to meet our other obligations. Further, the amount
of our indebtedness and our reduction in available cash flow may limit our ability to obtain
further debt or equity financing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Alleged defaults and purported acceleration of our Senior Notes, if upheld in litigation, could
have a negative impact on our cash flow and divert resources that could otherwise be utilized in
our business operations.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain holders of our Senior Notes have alleged that we have defaulted under our Senior Notes
and have accelerated payment of the principal and accrued interest on the Senior Notes. We have
taken the position that no default and no acceleration has occurred with respect to the Senior
Notes or otherwise under the Indenture dated June&nbsp;6, 2005 (the &#147;Indenture&#148;) between us and The Bank
of New York Trust Company, N.A., which has been subsequently replaced
as Trustee by Wilmington Trust Company (the &#147;Trustee&#148;), and filed a lawsuit against the Trustee in the
United States District Court, Northern District of Texas, Dallas Division, seeking a declaratory
judgment affirming our position. There can be no assurance of the outcome of that lawsuit. If a
final judgment is rendered that there has been a default and acceleration has occurred, then we may
have to pay the principal and accrued interest under the Senior Notes. While we do have
availability under our Credit Facility to draw funds to repay the Senior Notes, there may be a
decrease in our credit availability that could otherwise be used for other corporate purposes, such
as acquisitions and share repurchases.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The complexity of regulatory environments in which we operate has increased and may continue to
increase our costs.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business is subject to increasingly complex corporate governance, public disclosure,
accounting and tax requirements and environmental legislation that have increased both our costs
and the risk of noncompliance. Because our Class&nbsp;A common stock and Senior Notes are publicly
traded, we are subject to certain rules and regulations for federal, state and financial market
exchange entities (including the Public Company Accounting Oversight Board, the SEC and New York
Stock Exchange). We have implemented new policies and procedures and continue developing additional
policies and procedures in response to recent corporate scandals and laws enacted by Congress.
Without limiting the generality of the foregoing, we have made a significant effort to comply with
the provisions of the Sarbanes-Oxley Act of 2002 (including, among other things the development of
policies and procedures to satisfy the provisions thereof regarding internal control over financial
reporting, disclosure controls and procedures and certification of financial statements appearing
in periodic reports) and the formation of a compliance department to develop policies and monitor
compliance with laws (including, among others, privacy laws, export control laws, rules and
regulations of the Office of Foreign Asset Controls and the Foreign Corrupt Practices Act). Our
effort to comply with these new regulations have resulted in, and are likely to continue resulting
in, increased general and administrative expenses and diversion of management time and attention
from revenue generating activities to compliance activities.
</DIV>



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<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are subject to the oversight of the SEC and other regulatory agencies and investigations by
those agencies could divert management&#146;s focus and could have a material adverse impact on our
reputation and financial condition.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of this regulation and oversight, we may be subject to legal and administrative
proceedings. We are currently the subject of an ongoing SEC and Department of Justice (&#147;DOJ&#148;)
investigation related to our historical stock option grant practices. As a result of these
investigations, several derivative lawsuits have been filed in connection with our stock option
grant practices generally alleging claims related to breach of fiduciary duty and unjust enrichment
by certain of our directors and senior executives. As the result of these investigations and
shareholder actions, we have incurred and will continue to incur significant legal costs and a
significant amount of time of our senior management has been focused on these matters that
otherwise would have been directed toward the growth and development of our business. We have
concluded our internal investigation of our stock option grant practices as discussed in our Annual
Report on Form 10-K/A for the year ended June&nbsp;30, 2006. The SEC and DOJ investigations are
continuing and until these investigations of our stock option grant practices are complete, we are
unable to predict the effect, if any, that these investigations and lawsuits will have on our
business and financial condition, results of operations and cash flow. We cannot assure that the
SEC and/or DOJ will not seek to impose fines or take other actions against us that could have a
significant negative impact on our financial condition. In addition, publicity surrounding the
SEC&#146;s and DOJ&#146;s investigations, the derivative causes of actions, or any enforcement action, even
if ultimately resolved favorably for us, could have a material adverse impact on our cash flows,
financial condition, results of operations or business.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Lawsuits related to the proposal from our Chairman and Cerberus Capital Management, L.P. to acquire
our Company could deter takeover attempts.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On March&nbsp;20, 2007, we received a proposal from Darwin Deason, our Chairman, and Cerberus Capital
Management, L.P. (&#147;Cerberus&#148;) to acquire all of the outstanding shares of the Company for $59.25
per share in cash, other than certain shares and options held by Mr.&nbsp;Deason and members of our
management team. On April&nbsp;21, 2007, we received a letter from Mr.&nbsp;Deason and Cerberus revising the
offer and, among other things, increasing the cash purchase price to $62 per share. The proposal
has not been recommended or accepted by the Company or by the Special Committee formed to evaluate
the proposal and strategic alternatives to the proposal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Several lawsuits have been filed in connection with the proposal. In each of these lawsuits, the
plaintiff claims to be a shareholder of the Company purporting to bring the action on behalf of all
public shareholders of the Company. Each plaintiff alleges, among other things, that the proposal
presented to the Company by Mr.&nbsp;Deason and Cerberus to acquire the Company is unfair to
shareholders because the consideration offered in the proposal is alleged to be inadequate and to
have resulted from an unfair process.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company does not believe the claims asserted in these lawsuits have merit, and the Company
intends to vigorously defend each lawsuit. However, there can be no assurance of the outcome of
these lawsuits. If final judgments are rendered that the proposal presented to the Company
by Mr.&nbsp;Deason and Cerberus is unfair to shareholders, the consideration offered in the proposal is
inadequate and/or has resulted from an unfair process, such judgments could delay, defer or prevent
a change of control of our company and may have the effect of discouraging the proposal presented
to the Company by Mr.&nbsp;Deason and Cerberus as well as other solicited or unsolicited takeover
proposals.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Reductions of our credit rating may have an adverse impact on our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
ratings on our current outstanding obligations currently established
by the ratings agencies are below investment grade. There may be additional reductions in our ratings if
we incur additional indebtedness, including amounts that may be drawn under our Credit Facility.
Below investment
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">grade ratings could negatively impact our ability to renew contracts with our existing customers,
limit our ability to compete for new customers, result in increased premiums for surety bonds to
support our customer contracts, and/or result in a requirement that we provide collateral to secure
our surety bonds. Further, certain of our commercial outsourcing contracts provide that in the
event our credit ratings are downgraded to specified levels, the customer may elect to terminate
its contract with us and either pay a reduced termination fee or, in some limited instances, no
termination fee. A credit rating downgrade could adversely affect these customer relationships.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A decline in revenues from or a loss of significant clients could reduce our profitability and cash
flow.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our revenues, profitability, financial condition and cash flow could be materially adversely
affected by the loss of significant clients and/or the reduction of volumes and services provided
to our significant clients as a result of, among other things, their merger or acquisition,
divestiture of assets or businesses, contract expiration, non-renewal or early termination
(including termination for convenience) or business failure or deterioration. In addition, we incur
fixed costs related to our information technology services and business process outsourcing
clients. Therefore the loss of any one of our significant clients could leave us with a
significantly higher level of fixed costs than is necessary to serve our remaining clients, thereby
reducing our profitability and cash flow.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our ability to recover capital investments in connection with our contracts is subject to risk.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to attract and retain large outsourcing contracts we sometimes make significant
capital investments to perform the agreement, such as purchases of information technology equipment
and costs incurred to develop and implement software. The net book value of such assets recorded,
including a portion of our intangible assets, could be impaired, and our earnings and cash flow
could be materially adversely affected in the event of the early termination of all or a part of
such a contract or the reduction in volumes and services thereunder for reasons such as, among
other things, a client&#146;s merger or acquisition, divestiture of assets or businesses, business
failure or deterioration, or a client&#146;s exercise of contract termination rights.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We have non-recurring revenue, which subjects us to a risk that our revenues from year to year may
fluctuate.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Revenue generated from our non-recurring services, including our consulting and unclaimed
property escheatment services, may increase or decrease in relation to the revenue generated from
our recurring services, such as business process outsourcing and information technology
outsourcing. Our mix of non-recurring and recurring revenues is impacted by acquisitions as well as
growth in our non-recurring lines of business. There is less predictability and certainty in the
timing and amount of revenue generated by our non-recurring services and, accordingly, our
revenues, results of operations and cash flow may be significantly impacted by the timing and
amounts of revenues generated from our non-recurring services.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The markets in which we operate are highly competitive and we may not be able to compete
effectively.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to encounter additional competition as we address new markets and new competitors
enter our existing markets. If we are forced to lower our pricing or if demand for our services
decreases, our business, financial condition, results of operations, and cash flow may be
materially and adversely affected. Some of our competitors have substantially greater resources,
and they may be able to use their resources to adapt more quickly to new or emerging technologies,
to devote greater resources to the promotion and sale of their products and services, or to obtain
client contracts where sizable asset purchases, investments or financing support are required. In
addition, we must frequently compete with a client&#146;s own internal business process and information
technology capabilities, which may constitute a fixed cost for the client. In the future,
competition could continue to emerge from large computer hardware or software providers as they
shift their business strategy to include services. Competition has also emerged from European and
Indian
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">offshore service providers seeking to expand into our markets and from large consulting companies
seeking operational outsourcing opportunities.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may not be able to make acquisitions that will complement our growth.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, we have made a significant number of acquisitions that have expanded the
products and services we offer, provided a presence in a complementary business or expanded our
geographic presence. We intend to continue our acquisition strategy. We cannot, however, make any
assurances that we will be able to identify any potential acquisition candidates or consummate any
additional acquisitions or that any future acquisitions will be successfully integrated or will be
advantageous to us. Without additional acquisitions, we are unlikely to maintain historical total
growth rates.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A failure to properly manage our operations and our growth could have a material adverse effect on
our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have rapidly expanded our operations in recent years. We intend to continue expansion in
the foreseeable future to pursue existing and potential market opportunities. Some market
opportunities require that we develop software to perform the services we become contractually
obligated to perform, such as our Medicaid activities. This rapid
growth places a significant demand on our management and operational resources. In order to manage
growth effectively, we must design, develop, implement and improve our operational systems, which
includes the design, development and implementation of software, if necessary, and timely
development and implementation of procedures and controls. If we fail to design, develop and
implement these systems and to make improvements to these systems, we may not be able to service
our clients&#146; needs, hire and retain new employees, pursue new business opportunities, complete
future acquisitions or operate our businesses effectively. We could also trigger contractual
credits to clients or a contractual default. Failure to properly transition new clients to our
systems, properly budget transition costs or accurately estimate new contract operational costs
could result in delays in our contract performance, trigger service level penalties, impairments of
fixed or intangible assets or result in contracts whose profit margins did not meet our
expectations or our historical profit margins. Failure to properly integrate acquired operations
could result in increased cost. As a result of any of these problems associated with expansion, our
business, financial condition, results of operations and cash flow could be materially and
adversely affected.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our Government contracts are subject to termination rights, audits and investigations, which, if
exercised, could negatively impact our reputation and reduce our ability to compete for new
contracts.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximately 41% of our fiscal year 2006 revenues were derived from contracts with state and
local governments and from federal government agencies, including our contract with the Department
of Education. Governments and their agencies may terminate most of these contracts at any time,
without cause. Also, our Department of Education contract is subject to the approval of
appropriations being made by the United States Congress to fund the expenditures to be made by the
Federal government under this contract. Additionally, government contracts are generally subject to
audits and investigations by government agencies. If the government finds that we improperly
charged any costs to a contract, the costs are not reimbursable or, if already reimbursed, the cost
must be refunded to the government. If the government discovers improper or illegal activities in
the course of audits or investigations, the contractor may be subject to various civil and criminal
penalties and administrative sanctions, which may include termination of contracts, forfeiture of
profits, suspension of payments, fines and suspensions or debarment from doing business with the
government. Any resulting penalties or sanctions could have a material adverse effect on our
business, financial condition, results of operations and cash flow. Further, the negative publicity
that arises from findings in such audits, investigations or the penalties or sanctions therefore
could have an adverse effect on our reputation in the industry and reduce our ability to compete
for new contracts and may also have a material adverse effect on our business, financial condition,
results of operations and cash flow.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may incur delays in signing and commencing new business as the result of protests of government
contracts that we are awarded.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After an award of a government contract, a competing bidder may protest the award. If we are
awarded the contract and it is protested, it will be necessary to incur costs to defend the award
of the contract. Costs to defend an award may be significant and could include hiring experts to
defend the basis for the contract award. Some contract protests may take years to resolve. In some
instances where we are awarded a contract, the contracting government entity may request that we
sign a contract and commence services, even though the contract award has been protested. If the
protest is upheld, then our contract would be terminated and the amounts due to us for services
that have been performed to date would be subject to payment pursuant to the terms of the
terminated contract. Such terms may not provide for full recovery of our incurred costs. In
addition, if the government agency requests that we make changes to our contractual agreement
during a protest period, but the government agency is unable or unwilling to modify the contract at
the end of the protest period (whether or not we are successful in defending the protest), we may
be unable to recover the full costs incurred in making such changes. In addition, we may suffer
negative publicity as the result of any contract protest being upheld and our contract being
terminated. Further, if there is a re-bid of the contract, we would incur additional costs
associated with the re-bid process and be subject to a potential protest if we are awarded a
subsequent contract.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The exercise of contract termination provisions and service level penalties may have an adverse
impact on our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of our contracts with our clients permit termination in the event our performance is not
consistent with service levels specified in those contracts, or require us to provide credits to
our clients for failure to meet service levels. In addition, if clients are not satisfied with our
level of performance, our clients may seek damages as permitted under the contract and/or our
reputation in the industry may suffer, which could materially and adversely affect our business,
financial condition, results of operations, and cash flow.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Some of our contracts contain fixed pricing or benchmarking provisions that could adversely affect
our operating results and cash flow.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some of our contracts contain provisions requiring that our services be priced based on a
pre-established standard or benchmark regardless of the costs we incur in performing these
services. Many of our contracts contain pricing provisions that require the client to pay a set fee
for our services regardless of whether our costs to perform these services exceed the amount of the
set fee. Some of our contracts contain re-pricing provisions which can result in reductions of our
fees for performing our services. In such situations, we are exposed to the risk that we may be
unable to price our services to levels that will permit recovery of our costs, and may adversely
affect our operating results and cash flow.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Claims associated with our actuarial consulting and benefit plan management services could
negatively impact our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In May&nbsp;2005, we acquired the human resources consulting business of Mellon Financial
Corporation, which includes actuarial consulting services related to commercial, governmental and
Taft-Hartley pension plans. Providers of these types of consulting services have experienced
frequent claims, some of which have resulted in litigation and significant settlements or
judgments, particularly when investment markets have performed poorly and pension funding levels
have been adversely impacted. In addition, our total benefits outsourcing business unit manages and
administers benefit plans on behalf of its clients and is responsible for processing numerous plan
transactions for current and former employees of those clients. We are subject to claims from the
client and its current and former employees if transactions are not properly processed. If any
claim is made against us in the future related to our actuarial consulting services or benefit plan
management
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">services, our business, financial condition, results of operations and cash flow could be
materially adversely affected as a result of the time and cost required to defend such a claim, the
cost of settling such a claim or paying any judgments resulting therefrom, or the damage to our
reputation in the industry that could result from the negative publicity surrounding such a claim.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The
loss of or change in our significant software vendor relationships could have a material adverse effect on
our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to service our clients depends to a large extent on our use of various software
programs that we license from a small number of primary software vendors. If our significant
software vendors were to terminate, refuse to renew our contracts with them or offer to renew our
contracts with them on less advantageous terms than previously contracted, we might not be able to
replace the related software programs and would be unable to serve our clients or we would
recognize reduced margins from the contracts with our clients, either of which could have a
material adverse effect on our business, revenues, financial position, profitability and cash flow.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may be subject to claims of infringement of third-party intellectual property rights which could
adversely affect our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely heavily on the use of intellectual property. We do not own the majority of the
software that we use to run our business; instead we license this software from a small number of
primary vendors. If these vendors assert claims that we or our clients are infringing on their
software or related intellectual property, we could incur substantial costs to defend these claims,
which could have a material effect on our profitability and cash flow. In addition, if any of our
vendors&#146; infringement claims are ultimately successful, our vendors could require us (1)&nbsp;to cease
selling or using products or services that incorporate the challenged software or technology, (2)
to obtain a license or additional licenses from our vendors, or (3)&nbsp;to redesign our products and
services which rely on the challenged software or technology. If we are unsuccessful in the defense
of an infringement claim and our vendors require us to initiate any of the above actions, then such
actions could have a material adverse effect on our business, financial condition, results of
operations and cash flow.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are subject to United States and foreign jurisdiction laws relating to individually identifiable
information, and failure to comply with those laws, whether or not inadvertent, could subject us to
legal actions and negatively impact our operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We process, transmit and store information relating to identifiable individuals, both in our
role as a service provider and as an employer. As a result, we are subject to numerous United
States (both Federal and state) and foreign jurisdiction laws and regulations designed to protect
individually identifiable information, including social security numbers, financial and health
information. For example, in 1996, Congress passed the Health Insurance Portability and
Accountability Act and as required therein, the Department of Health and Human Services established
regulations governing, among other things, the privacy, security and electronic transmission of
individually identifiable health information. We have taken measures to comply with each of those
regulations on or before the required dates. Another example is the European Union Directive on
Data Protection, entitled &#147;Directive 95/46/EC of the European Parliament and of the Council of 24
October&nbsp;1995 on the protection of individuals with regard to the processing of personal data and on
the free movement of such data.&#148; We have also taken steps to address the requirements of that
Directive. Other United States (both Federal and state) and foreign jurisdiction laws apply to the
processing of individually identifiable information as well, and additional legislation may be
enacted at any time. Failure to comply with these types of laws may subject us to, among other
things, liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity,
restrictions on our ability to process information and allegations by our clients that we have not
performed our contractual obligations, any of which may have a material adverse effect on our
profitability and cash flow.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are subject to breaches of our security systems which may cause data privacy concerns.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Security systems have been implemented with the intent of maintaining the physical security of
our facilities and to protect confidential information and information related to identifiable
individuals from unauthorized access through our information systems, but we are subject to breach
of security systems at the facilities at which we maintain such confidential customer information
and information relating to identifiable individuals. In addition, we often rely on third parties
to transport and deliver tapes and disks containing such information to and from our facilities. If
unauthorized users gain physical access to the facility or electronic access to our information
systems or third parties (during transport) lose tapes or disks containing such information, such
information may be subject to theft and misuse. Any theft or misuse of such information could
result in, among other things, unfavorable publicity, difficulty in marketing our services,
allegations by our clients that we have not performed our contractual obligations and possible
financial obligations for damages related to the theft or misuse of such information, any of which
may have a material adverse effect on our profitability and cash flow. We anticipate that breaches
of security will occur from time to time, but the magnitude and impact on our business of any
future breach cannot be ascertained.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Budget deficits and/or fluctuations in the number of requests for proposals issued by, state
and local governments and their agencies may adversely impact our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximately
41% of our fiscal year 2006 revenues were derived from contracts with Federal,
state and local governments and their agencies. From time to time, state and local governments with
which we have contracts may face budget deficits. Also, the number of requests for
proposals issued by state and local government agencies are subject to fluctuation. A significant
number of government contracts have provisions permitting termination by the contracting government
agency for convenience. If state and local budgets were to be reduced, then services we provided
could become non-essential and our contracts could be terminated and future contracting
opportunities for government contracts would be limited. Such an event would reduce our revenue and
profitability.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our international operations are subject to a number of risks.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Recently we have expanded our international operations and also continually contemplate the
acquisition of companies formed and operating in foreign countries. We have approximately
16,000 employees in Mexico, India, Ghana, Jamaica, Guatemala, Canada, Spain, United
Kingdom, Dominican Republic, France, Malaysia, and the Philippines, as well as a number of other
countries, that primarily support our commercial business process and information technology
services. Our international operations and acquisitions are subject to a number of risks. These
risks include the possible impact on our operations of the laws of foreign countries where we may
do business including, among others, data privacy, laws regarding licensing and labor council
requirements. In addition, we may experience difficulty integrating the management and operations
of businesses we acquire internationally, and we may have difficulty attracting, retaining and
motivating highly skilled and qualified personnel to staff key managerial positions in our ongoing
international operations. Further, our international operations are subject to a number of risks
related to general economic and political conditions in foreign countries where we operate,
including, among others, fluctuations in foreign currency exchange rates, cultural differences,
political instability, employee work stoppages or strikes and additional expenses and risks
inherent in conducting operations in geographically distant locations. Our international operations
may also be impacted by trade restrictions, such as tariffs and duties or other trade controls
imposed by the United States or other jurisdictions, as well as other factors that may adversely
affect our business, financial condition and operating results. Because of these foreign operations
we are subject to regulations, such as those administered by the Department of Treasury&#146;s Office of
Foreign Assets Controls (&#147;OFAC&#148;) and export control regulations administered by the Department of
Commerce. Violation of these regulations could result in fines, criminal sanctions against our
officers, and
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">prohibitions against exporting, as well as damage to our reputation, which could adversely affect
our business, financial condition and operating results.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Armed hostilities and terrorist attacks may negatively impact the countries in which we operate.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our operations and customers are located throughout the globe, including some politically
unstable jurisdictions. Terrorist attacks and further acts of violence or war may cause major
instability in the U.S. and other financial markets in which we operate. In addition, armed
hostilities and acts of terrorism may directly impact our physical facilities and operations, which
are located in North America, Central America, South America, Europe, Africa, Australia, Asia and
the Middle East, or those of our clients. These developments subject our worldwide operations to
increased risks and, depending on their magnitude, could have a material adverse effect on our
business.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A failure to attract and retain necessary technical personnel, skilled management and qualified
subcontractors may have an adverse impact on our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because we operate in intensely competitive markets, our success depends to a significant
extent upon our ability to attract, retain and motivate highly skilled and qualified personnel and
to subcontract with qualified, competent subcontractors. If we fail to attract, train, and retain,
sufficient numbers of qualified engineers, technical staff and sales and marketing representatives
or are unable to contract with qualified, competent subcontractors, our business, financial
condition, and results of operations will be materially and adversely affected. Experienced and
capable personnel in the technology industry remain in high demand, and there is continual
competition for their talents. Additionally, we may be required to increase our hiring in
geographic areas outside of the United States, which could subject us to increased geopolitical and
exchange rate risk. Our success also depends on the skills, experience, and performance of key
members of our management team. The loss of any key employee or the loss of a key subcontract
relationship could have an adverse effect on our business, financial condition, cash flow, results
of operations and prospects.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Risks associated with loans that we service may reduce our profitability and cash flow.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We service (for various lenders and under various service agreements) a portfolio of
approximately 2.2&nbsp;million loans with an outstanding principal balance of approximately $32&nbsp;billion,
as of March&nbsp;31, 2007, made under the Federal Family Education Loan Program, which loans are
guaranteed by a Federal government agency. If a loan is in default, then a claim is made upon the
guarantor. If the guarantor denies the claim because of a servicing error, then under certain of
the servicing agreements we may be required to purchase the loan from the lender. Upon purchase of
the loan, we attempt to cure the servicing errors and either sell the loan back to the guarantor
(which must occur within a specified period of time) or sell the loan on the open market to a third
party. We are subject to the risk that we may be unable to cure the servicing errors or sell the
loan on the open market. Our reserves, which are based on historical information, may be inadequate
if our servicing performance results in the requirement that we repurchase a substantial number of
loans, which repurchase could have a material adverse impact on our cash flow and profitability.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A disruption in utility or network services may have a negative impact on our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our services are dependent on other companies providing electricity and other utilities to our
operating facilities, as well as network companies providing connectivity to our facilities and
clients. Since key portions of our business include information technology services and systems
integration, we rely on network connectivity at all times. Many of our facilities are located in
jurisdictions outside of the United States where the provision of utility services, including
electricity and water, may not be consistently reliable. While there are backup systems in many of
our operating facilities, an extended outage of utility or network services may have a material
adverse effect on our operations, revenues, cash flow and profitability.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our indemnification obligations may have a material adverse effect on our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of our contracts, including our agreements with respect to divestitures, include various
indemnification obligations. If we are required to satisfy an indemnification obligation, we may
have to spend time and cost to defend and settle claims for our indemnities, which may have a
material adverse effect on our business, profitability and cash flow.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Darwin Deason has substantial control over our company and can affect virtually all decisions made
by our stockholders</I></B><I>.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Darwin Deason beneficially owns 6,599,372 shares of Class&nbsp;B common stock and 2,619,439 shares
of the Class&nbsp;A common stock as of April&nbsp;13, 2007. Mr.&nbsp;Deason controls approximately 41.59% of our
total voting power (based on total shares of common stock outstanding as of April&nbsp;13, 2007). As a
result, Mr.&nbsp;Deason has the requisite voting power to significantly affect virtually all of our
decisions, including the power to block corporate actions such as an amendment to most provisions
of our certificate of incorporation. In addition, Mr.&nbsp;Deason may significantly influence the
election of directors and any other action requiring stockholder approval. Mr.&nbsp;Deason has an
employment agreement, with a term that currently ends on May&nbsp;18, 2011, provided that such term
shall automatically be extended for an additional year on May&nbsp;18 of each year, unless thirty days
prior to May&nbsp;18 of any year, Mr.&nbsp;Deason gives notice to us that he does not wish to extend the term
or our Board of Directors (upon a unanimous vote of the directors, except for Mr.&nbsp;Deason) gives
notice to Mr.&nbsp;Deason that it does not wish to extend the term. The Company requested and Mr.
Deason agreed that the notice date under the Employment Agreement in 2007 shall be July&nbsp;17, 2007.
Recommendations of our Nominating/Corporate Governance Committee of the Board of Directors
regarding director nominees are subject to the approval of Mr.&nbsp;Deason pursuant to his employment
agreement with us.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Certain provisions of our certificate of incorporation, bylaws and Delaware law could deter
takeover attempts that stockholders may think are in their best interests.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Some provisions in our certificate of incorporation and bylaws could delay, defer, prevent or make
more difficult a merger, tender offer, or proxy contest involving our capital stock. Our
stockholders might view transactions such as these as being in their best interests because, for
example, a change of control might result in a price higher than the market price for shares of the
Class&nbsp;A common stock. Among other things, these provisions:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require an 80% vote of the stockholders to amend some provisions of our
certificate of incorporation;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require an 80% vote of the stockholders to amend some provisions of our bylaws;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permit only our Chairman, President or a majority of the Board of Directors to
call stockholder meetings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorize our Board of Directors to issue up to 3,000,000 shares of preferred
stock in series with the terms of each series to be fixed by our Board of
Directors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorize our Board of Directors to issue Class&nbsp;B Common Stock, which shares
are entitled to ten votes per share;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permit directors to be removed, with or without cause, only by a vote of at
least 80% of the combined voting power; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>specify advance notice requirements for stockholder proposals and director
nominations to be considered at a meeting of stockholders.
</TD>
</TR>
</TABLE>
</DIV>
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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, with some exceptions, Section&nbsp;203 of the Delaware General Corporation Law restricts
mergers and other business combinations between us and any holder of 15% or more of our voting
stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We also have a stockholder rights plan. Under this plan, after the occurrence of specified events,
our stockholders will be able to buy stock from us or our successor at reduced prices. These rights
will not extend, however, to persons participating in takeover attempts without the consent of our
Board of Directors. Accordingly, this plan could delay, defer or prevent a change of control of our
company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Further, we have entered into severance agreements with certain of our executive officers, which
may have the effect of discouraging an unsolicited takeover proposal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The proposal from our Chairman and Cerberus Capital Management, L.P. to acquire our Company could
have a negative impact on the market price of our Class&nbsp;A common stock.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As discussed in the risk factor titled &#147;<I>Lawsuits related to the proposal from our Chairman and
Cerberus Capital Management, L.P. to acquire our Company could deter takeover attempts</I>&#148;, the
Company has received a proposal from Darwin Deason, our Chairman, and Cerberus to acquire all of
the outstanding shares of the Company. The Company may receive other proposals to acquire all of
the outstanding shares of the Company. The ultimate determination of whether to accept or reject
any such proposal and/or whether a transaction is consummated as a result of such proposals, could
have a negative effect on prevailing market price of our Class&nbsp;A common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A
substantial number of our class A shares are available for issue and
issuance of our Class&nbsp;A common stock could cause the market
price of the Class&nbsp;A common stock to decline.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">There are a substantial number of shares of our Class&nbsp;A common stock that may be issued and
subsequently sold under various employee benefit plans upon exercise of employee stock options, and
upon conversion of our Class&nbsp;B common stock. In addition we have 500,000,000 authorized shares of
Class&nbsp;A common stock. The sale or issuance of additional shares of our Class&nbsp;A common stock could
adversely affect the prevailing market price of the Class&nbsp;A common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The price of our Class&nbsp;A common stock may fluctuate significantly, which may result in losses for
investors.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The market price for the Common Stock has been and may continue to be volatile. For example, during
the 52-week period ended May&nbsp;31, 2007, the closing prices of the Class&nbsp;A common stock as reported
on the New York Stock Exchange ranged from a high of $61.67 per share to a low of $46.50 per share.
We expect our stock price to be subject to fluctuations as a result of a variety of factors,
including factors beyond our control. These factors include and are not necessarily limited to:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>actual or anticipated variations in operating results from that anticipated by the investment
community;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements of technological innovations or new products or services by us or our competitors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements relating to strategic relationships or acquisitions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in financial estimates or other statements by securities analysts or research firms;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in general economic conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>conditions or trends affecting the outsourcing industry; and
</TD>
</TR>
</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in the economic performance and/or market valuations of other information technology
companies.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Because of this volatility, we may fail to meet the expectations of our stockholders or of
securities analysts at some time in the future, and our stock price could decline as a result.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, the stock market has experienced significant price and volume fluctuations that have
particularly affected the trading prices of equity securities of many high technology companies.
These fluctuations have often been unrelated or disproportionate to changes in the operating
performance of these companies. Any negative change in the public&#146;s perception of information
technology companies could depress our stock price regardless of our operating results.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Other Risks</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have attempted to identify material risk factors currently affecting our business and
company. However, additional risks that we do not yet know of, or that we currently think are
immaterial, may occur or become material. These risks could impair our business operations or
adversely affect revenues, cash flow or profitability.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the sale of shares which may be sold pursuant to this
Resale Prospectus for the respective accounts of the selling stockholders. All such proceeds, net
of brokerage commissions, if any, will be received by the selling stockholders. See &#147;Selling
Stockholders&#148; and &#147;Plan of Distribution.&#148;
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will be our current or future officers and non-employee directors who
acquire shares of our Class&nbsp;A common stock pursuant to the Plan and are considered our &#147;affiliates&#148;
as that term is defined in the federal securities laws. The selling stockholders may from time to
time resell all, a portion, or none of the shares of our Class&nbsp;A common stock covered by this
Resale Prospectus. As of the date of this Registration Statement, our Board of Directors has not
granted any awards under the Plan. As a result, we cannot provide the names of the selling
stockholders nor the numbers of shares for each selling stockholder. The number of shares to be
issued under the Plan in the future, the identity of the recipients of such shares and the
determination of whether any such recipient is an affiliate of ours are subject to a number of
factors that are not yet determinable.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares may be sold from time to time by the selling stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or more exchanges or in
the over-the-counter market, or otherwise, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The Shares may be sold by
one or more of the following, without limitation:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;a block trade in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to facilitate the
transaction;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;purchases by a broker or dealer as principal and resale by such broker or dealer or for
its account pursuant to the Resale Prospectus, as supplemented;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;an exchange distribution in accordance with the rules of such exchange; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;ordinary brokerage transactions and transactions in which the broker solicits purchasers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder and sales to and through other broker-dealers or agents that
participate with the selling stockholder in the sale of the Shares may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act in connection with these sales. In that
event, any commissions received by the broker-dealers or agents and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any securities covered by this Resale Prospectus that qualify for sale pursuant
to Rule&nbsp;144 may be sold under Rule&nbsp;144 rather than pursuant to this Resale Prospectus, as
supplemented. From time to time, the selling stockholder may engage in short sales, short sales
against the box, puts and calls and other transactions in our securities or derivatives thereof,
and may sell and deliver the Shares in connection therewith. Sales may also take place from time to
time through brokers pursuant to pre-arranged sales plans intended to qualify under SEC Rule
10b5-1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that the selling stockholder will sell all or any portion of the Shares
covered by this Resale Prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All expenses of registration of the Class&nbsp;A common stock, other than commissions and discounts
of underwriters, dealers or agents, shall be borne by us. As and when we are required to update
this Resale Prospectus, we may incur additional expenses.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the Class&nbsp;A common stock issuable under the Plan has been passed upon for us
by Jackson Walker L.L.P.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements and management&#146;s assessment of the effectiveness of internal control
over financial reporting (which is included in Management&#146;s Report on Internal Control over
Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form
10-K/A for the year ended June&nbsp;30, 2006 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the SEC are incorporated by reference:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K/A for the year ended June&nbsp;30, 2006, filed on
February&nbsp;1, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Reports on Form 10-Q for the quarters ended September&nbsp;30, 2006, filed on
January&nbsp;23, 2007; December&nbsp;31, 2006, filed on
February&nbsp;14, 2007; and March&nbsp;31, 2007,
filed on May&nbsp;10, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K, filed on July&nbsp;7, 2006, July&nbsp;10, 2006, July&nbsp;19, 2006,
August&nbsp;7, 2006, August&nbsp;9, 2006, August&nbsp;15, 2006, August&nbsp;17, 2006, September&nbsp;7, 2006,
September&nbsp;14, 2006, September&nbsp;20, 2006, September&nbsp;27, 2006, September&nbsp;28, 2006, October
4, 2006, October&nbsp;12, 2006, October&nbsp;31, 2006, November&nbsp;1, 2006, November&nbsp;14, 2006,
November&nbsp;27, 2006, December&nbsp;13, 2006, December&nbsp;19, 2006, December&nbsp;22, 2006, December
29, 2006, January&nbsp;5, 2007, January&nbsp;24, 2007, January&nbsp;26, 2007, February&nbsp;13, 2007,
February&nbsp;16, 2007, March&nbsp;8, 2007, March&nbsp;20, 2007, March&nbsp;22, 2007, March&nbsp;26, 2007, April
23, 2007, May&nbsp;1, 2007, May&nbsp;2, 2007, May&nbsp;4, 2007,
June&nbsp;1, 2007, June&nbsp;4, 2007 and June 11,
2007;*</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of our Class&nbsp;A common stock, contained in our
Registration Statement on Form 8-A12B/A, filed September&nbsp;26, 1994, including any
amendment or report filed for the purpose of updating such description; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of securities contained in our Registration Statement
on Form 8-A12G, filed on August&nbsp;21, 1997, including any amendment or report filed for
the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>All documents filed by Affiliated Computer Services, Inc. with the SEC pursuant to Sections&nbsp;13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this Registration Statement and prior to the termination of the offering to which it relates shall
be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in a document
incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that the statement
is modified or superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Nothing in this Registration Statement shall be deemed to incorporate information furnished by us
but not filed with the SEC pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;9 of our Second Amended and Restated Certificate of Incorporation, as amended,
provides for indemnification of directors and officers to the full extent permitted under Delaware
law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law (the &#147;DGCL&#148;) provides that a corporation
has the power to indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify applies only if such person
acted in good faith and in a manner such person reasonably believed to be in the best interests, or
not opposed to the best interests, of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The power to indemnify applies to actions brought by or in the right of the corporation as
well, but only to the extent of defense and settlement expenses and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of liability unless the court, in
its discretion, believes that in light of all the circumstances indemnification should apply.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws provide for indemnification to the fullest extent permitted by the DGCL of our
directors, officers and certain non-officer employees under certain circumstances against expenses
(including attorneys&#146; fees, judgments, fines and amounts paid in settlement) reasonably incurred in
connection with the defense or settlement of any threatened, pending or completed legal proceeding
in which any such person is involved by reason of the fact that such person is or was a director,
officer or employee of our company. Our Second Amended and Restated Certificate of Incorporation,
as amended, also provides that, to the fullest extent permitted by the Delaware General Corporation
Law, no director shall be personally liable to us or our stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may advance expenses for the defense of any action for which indemnification may be
available under certain circumstances. The general effect of the foregoing provisions may be to
reduce the circumstances under which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain kinds of claims which
might be made against them based on their negligent acts or omissions while acting in their
capacity as such.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have directors&#146; and officers&#146; liability insurance for the benefit of our directors and
officers. We have also entered into indemnification agreements with each of our directors and
executive officers, consistent with the Delaware General Corporation Law, our Second Amended and
Restated Certificate of Incorporation, as amended, and our bylaws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents are filed as exhibits to the Registration Statement:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (filed as Exhibit&nbsp;3.1 to our
Registration Statement on Form&nbsp;S-3, filed March&nbsp;30, 2001, File No.
333-58038 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate Of Correction to Certificate of Amendment of the Company, dated
August&nbsp;30, 2001 (filed as Exhibit&nbsp;3.2 to our Annual Report on Form&nbsp;10-K,
filed September&nbsp;17, 2003 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Elimination of the Series&nbsp;A Cumulative Redeemable Preferred
Stock of the Company dated August&nbsp;20, 2001.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended and in effect on September&nbsp;11, 2003
(filed as Exhibit&nbsp;3.3 to our Quarterly Report on Form&nbsp;10-Q, filed February
17, 2004 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Jackson Walker L.L.P.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of the Registration
Statement).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Affiliated Computer Services, Inc. 2007 Equity Incentive Plan (filed as
Appendix&nbsp;C to our Definitive Proxy Statement on Schedule&nbsp;14A, filed April
30, 2007 and incorporated herein by reference).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set forth
in the &#147;Calculation of Registration Fee&#148; table in the effective Registration
Statement; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
</TD>
</TR>
</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-3<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%"><I>provided however, </I>that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be included in
a post effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference to the Registration Statement.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>that, for the purpose of determining any liability under the Securities Act,
each such post effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial <I>bona fide </I>offering thereof; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to remove from registration by means of a post effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant&#146;s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan&#146;s annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-4<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Dallas, State of Texas, on
June 13, 2007.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">AFFILIATED COMPUTER SERVICES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ William L. Deckelman, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">William L. Deckelman, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Executive Vice President, Secretary and General
Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below authorizes William L. Deckelman, Jr., to execute in
the name of each such person who is then an officer or director of the Registrant, and to file any
amendments (including post-effective amendments) to this Registration Statement necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the SEC, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem
appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><b>Name</b></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><b>Title</b></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><b>Date</b></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Darwin Deason
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Darwin Deason
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Lynn R. Blodgett
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Lynn R. Blodgett
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Chief Executive
Officer and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John H. Rexford
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
John H. Rexford
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President, Chief
Financial Officer and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Laura Rossi
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Laura Rossi
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President, Corporate
Controller and Interim Chief
Accounting Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William L. Deckelman, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
William L. Deckelman, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President,
Secretary and General Counsel
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><b>Name</b></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><b>Title</b></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><b>Date</b></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Frank A. Rossi
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Frank A. Rossi
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Joseph P. O&#146;Neill
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Joseph P. O&#146;Neill
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
J. Livingston Kosberg
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Dennis McCuistion
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Dennis McCuistion
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert B. Holland, III
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Robert B. Holland, III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 13, 2007</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio -->
</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBITS<BR>
INDEX TO EXHIBITS</B>
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    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (filed as Exhibit&nbsp;3.1 to our
Registration Statement on Form&nbsp;S-3, filed March&nbsp;30, 2001, File No.&nbsp;333-58038
and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate Of Correction to Certificate of Amendment of the Company, dated
August&nbsp;30, 2001 (filed as Exhibit&nbsp;3.2 to our Annual Report on Form&nbsp;10-K,
filed September&nbsp;17, 2003 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Elimination of the Series&nbsp;A Cumulative Redeemable Preferred
Stock of the Company dated August&nbsp;20, 2001.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended and in effect on September&nbsp;11, 2003 (filed
as Exhibit&nbsp;3.3 to our Quarterly Report on Form&nbsp;10-Q, filed February&nbsp;17, 2004
and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Jackson Walker L.L.P.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of the Registration Statement).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Affiliated Computer Services, Inc. 2007 Equity Incentive Plan (filed as
Appendix&nbsp;C to our Definitive Proxy Statement on Schedule&nbsp;14A, filed April
30, 2007 and incorporated herein by reference).</TD>
</TR>
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    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith</TD>
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sv8
Table of Contents
As
filed with the Securities and Exchange Commission on June 13, 2007
Registration No. 333-42385
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act Of 1933
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
51-0310342
(I.R.S. employer identification number)
2828 North Haskell Avenue
Dallas, Texas 75204
(Address, including zip code, of principal executive offices)
Affiliated Computer Services, Inc. 2007 Equity Incentive Plan
(Full title of the Plan)
William L. Deckelman, Jr., Esq.
Executive Vice President, Secretary and General Counsel
Affiliated Computer Services, Inc.
2828 North Haskell Avenue
Dallas, Texas 75204
(214) 841-6111 (phone)
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Offering Price per
Proposed Maximum Aggregate Offering
Amount of
Title of Securities to be Registered
Amount to be Registered (1)
Share (2)
Price (2)
Registration Fee
Class A Common Stock, par value $0.01 per share
15,000,000
$57.745
$866,175,000
$26,591.57 (2)
Class A Common Stock Purchase Rights
(3
)
N/A (3)
N/A (3)
N/A (3)
(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Act"), this Registration Statement includes any additional shares of the registrant's Class A Common
Stock that may be issued pursuant to anti-dilution provisions contained in the 2007 Equity Incentive Plan and a Class A Common Stock purchase right that is attached to each
share of Class A Common Stock. Pursuant to Rule 416(c) under the Act, there is also being registered an indeterminate number of plan interests to be offered or sold
pursuant to the plans.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and 457(h) under the Act, the offering price and registration fee are based on
a price of $57.745 per share, which price is an average of the high and low prices of the Class A Common Stock as reported by the New York Stock Exchange on June 7,
2007.
(3)
The rights to purchase Class A Common Stock are attached to and trade with the Class A Common Stock. No additional registration fee is required pursuant to Rule 457(g)
under the Act since no additional consideration will be received for the rights and the rights are being registered in the same registration statement as the securities
being offered pursuant to the rights.
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement registers 15,000,000 shares of Class A common stock, $0.01 par
value (the "Shares"), of Affiliated Computer Services, Inc. (the "Company", "we", "our" or "us")
that may be issued and sold under the Affiliated Computer Services, Inc. 2007 Equity Incentive Plan
(the "Plan"), including the Class A common stock purchase rights that are attached to and trade
with the Class A common stock and any additional shares which may be issued under the Plan as a
result of a stock split, stock dividend or other anti-dilution provision.
As specified in General Instruction C of Form S-8, until we meet the registrant requirements
for the use of Form S-3, the amount of securities to be reoffered or resold under the Resale
Prospectus by each selling stockholder and any other person with whom he or she is acting in
concert for the purpose of selling our securities, may not exceed, during any three-month period,
the amount specified in Rule 144(e).
Item 1. Plan Information
This Registration Statement includes two forms of prospectus. The documents constituting the
prospectus under Part I of this Registration Statement (the "Plan Prospectus") will be sent or
given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Securities Act"). The second prospectus (the "Resale Prospectus") may be used in
connection with reoffers and resales, made on a delayed or continuous basis in the future, as
provided in Rule 415 under the Securities Act, of shares of Class A common stock of the Company
acquired by Plan participants who are our "affiliates" as such term is defined in Rule 405 under
the Securities Act, which shares constitute "control securities" as such term is defined in General
Instruction C to Form S-8. The Plan Prospectus has been omitted from this Registration Statement as
permitted by Part I of Form S-8. The Resale Prospectus is filed as part of this Registration
Statement as required by Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, we will provide, without charge, the documents incorporated by
reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by
reference in the Plan Prospectus. We will also provide, without charge, upon written or oral
request, other documents required to be delivered to employees pursuant to Rule 428(b) under the
Securities Act. Requests for the above mentioned information should be directed in writing or by
telephone to Affiliated Computer Services, Inc., Attention: William L. Deckelman, Jr., Executive
Vice President, Secretary and General Counsel, 2828 North Haskell Avenue, Dallas, Texas 75204;
telephone: (214) 841-6111.
Table of Contents
RESALE PROSPECTUS
15,000,000 SHARES OF CLASS A COMMON STOCK
AFFILIATED COMPUTER SERVICES, INC.
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6111
This Resale Prospectus relates to the offer and sale of up to 15,000,000 shares of our Class A
common stock from time to time by selling stockholders of shares of our Class A common stock. The
Class A common stock is issuable to the selling stockholders from time to time under the Plan.
Our Class A common stock is traded on the New York Stock Exchange under the symbol "ACS." On
June 7, 2007, the closing price of a share of our common stock on the New York Stock Exchange was
$57.34 per share.
We will not receive any of the proceeds from the sales by the selling stockholders. The Class
A common stock may be sold from time to time by the selling stockholders either directly in private
transactions, or through one or more brokers or dealers on the New York Stock Exchange, or any
other market or exchange on which the Class A common stock is quoted or listed for trading, at such
prices and upon such terms as may be obtainable. These sales may be at fixed prices (which may be
changed), at market prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
Upon any sale of the Class A common stock, by a selling stockholder and participating agents,
brokers, dealers or market makers may be deemed to be underwriters as that term is defined in the
Securities Act, and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act.
No underwriter is being utilized in connection with this offering. We will pay all expenses
incurred in connection with this offering and the preparation of this Resale Prospectus.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS RESALE PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this Resale Prospectus is June 13, 2007.
1
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Page
Where You Can Find More Information
2
Incorporation of Certain Documents by Reference
3
Note Regarding Forward Looking Statements
4
Risk Factors
4
Use of Proceeds
15
Selling Stockholders
15
Plan of Distribution
15
Legal Matters
16
Experts
16
Certificate of Elimination of the Series A Cumulative Redeemable Preferred Stock
Opinion of Jackson Walker L.L.P.
Consent of PricewaterhouseCoopers LLP
You should rely only on the information contained in this Resale Prospectus or any supplement.
We have not authorized anyone to provide you with information different from that which is
contained in or incorporated by reference to this Resale Prospectus. The selling stockholders are
offering to sell shares of Class A common stock and seeking offers to buy shares of common stock
only in jurisdictions where offers and sales are permitted. The information contained in this
Resale Prospectus is accurate only as of the date of this Resale Prospectus, regardless of the time
of delivery of this Resale Prospectus or of any sale of the common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file proxy statements and annual, quarterly and special reports with the Securities and
Exchange Commission (the "SEC"). You may read and copy this information, for a copying fee, at the
SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the
SEC at (202) 551-8090 for more information on its public reference rooms. Our SEC filings are also
available to the public for a fee from commercial document retrieval services and free of charge at
the web site maintained by the SEC at
http://www.sec.gov
. We also provide access to these
reports on our web site at
www.acs-inc.com
. Information on our web site is not incorporated
by reference in this Resale Prospectus.
Our Class A common stock is traded on the New York Stock Exchange and, therefore, the
information we file with the SEC may also be inspected at the offices of the New York Stock
Exchange, located at 20 Broad Street, New York, NY 10005.
We have filed with the SEC a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, to register with the SEC the resale of the shares of our Class A common stock
described in this Resale Prospectus. This Resale Prospectus is part of that Registration Statement
and provides you with a general description of the Shares being registered, but does not include
all of the information you can find in the Registration Statement or the exhibits. You should refer
to the Registration Statement and its exhibits for more information about us and the Shares being
registered.
2
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this Resale Prospectus, which
means that we can disclose important information to you by referring to another document filed
separately by us with the SEC. The information incorporated by reference is deemed to be part of
this Resale Prospectus, except for information superseded by this prospectus. This Resale
Prospectus incorporates by reference the documents set forth below that we have previously filed
with the SEC as of their respective filing dates. These documents contain important information
about us and our finances.
(1) Annual Report on Form 10-K/A for the year ended June 30, 2006, filed on February 1, 2007;
(2) Quarterly Reports on Form 10-Q for the quarters ended September 30, 2006, filed on January
23, 2007; December 31, 2006, filed on February 14, 2007;
and March 31, 2007, filed on May 10, 2007;
(3) Current Reports on Form 8-K, filed on July 7, 2006, July 10, 2006, July 19, 2006, August
7, 2006, August 9, 2006, August 15, 2006, August 17, 2006, September 7, 2006, September 14, 2006,
September 20, 2006, September 27, 2006, September 28, 2006, October 4, 2006, October 12, 2006,
October 31, 2006, November 1, 2006, November 14, 2006, November 27, 2006, December 13, 2006,
December 19, 2006, December 22, 2006, December 29, 2006, January 5, 2007, January 24, 2007,
January 26, 2007, February 13, 2007, February 16, 2007, March 8, 2007, March 20, 2007, March 22,
2007, March 26, 2007, April 23, 2007, May 1, 2007, May 2, 2007, May 4, 2007, June 1, 2007, June 4,
2007 and June 11, 2007;*
(4) The updated description of our Class A common stock, contained in our Registration
Statement on Form 8-A12B/A, filed September 26, 1994, including any amendment or report filed for
the purpose of updating such description; and
(5) The updated description of securities contained in our Registration Statement on Form
8-A12G, filed on August 21, 1997, including any amendment or report filed for the purpose of
updating such description.
*
All documents filed by Affiliated Computer Services, Inc. with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this Registration Statement and prior to the termination of the offering to which it relates shall
be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in a document
incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that the statement
is modified or superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Nothing in this Registration Statement shall be deemed to incorporate information furnished by us
but not filed with the SEC pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.
If you are a stockholder, we may have sent you some of the documents incorporated by
reference, but you can obtain any of them through us or the SEC. Documents incorporated by
reference are available from us without charge. Any person to whom this Resale Prospectus is
delivered may obtain documents incorporated by reference into this Resale Prospectus, other than
exhibits to the documents unless such exhibits are specifically incorporated by reference in the
documents, by requesting them in writing or by telephone from:
Affiliated Computer Services, Inc.
Attention: William L. Deckelman, Jr.
Executive Vice President, Secretary and General Counsel
2828 North Haskell Avenue
Dallas, Texas 75204
Telephone: (214) 841-6111
3
Table of Contents
NOTE REGARDING FORWARD LOOKING STATEMENTS
This Resale Prospectus and the documents incorporated by reference herein contain "forward
looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and
the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (which Sections were adopted as part of Private
Securities Litigation Reform Act of 1995). While management has based any forward-looking
statements contained herein on its current expectations, the information on which such expectations
were based may change. These forward-looking statements rely on a number of assumptions concerning
future events and are subject to a number of risks, uncertainties, and other factors, many of which
are outside of our control, that could cause actual results to materially differ from such
statements. Such risks, uncertainties, and other factors include, but are not necessarily limited
to, those set forth under the caption "Risk Factors." In addition, we operate in a highly
competitive and rapidly changing environment, and new risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a prediction of actual results. We
disclaim any intention to, and undertake no obligation to, update or revise any forward-looking
statement.
RISK FACTORS
Any investment in our Class A common stock involves a high degree of risk. You should carefully
consider the following information about risks, together with other information contained in this
Resale Prospectus, before making an investment decision. Additional risks and uncertainties not
known to us or that we now believe to be immaterial could also impair our business. If any of the
following risks actually occur, our business, results of operations, financial condition and
liquidity could be adversely affected. As a result, the market price of our Class A common stock
could decline, and you may lose all or a part of your investment in the Class A common stock. Some
of the risks that could cause our results to vary are discussed below.
We have issued debt and have a substantial uncommitted facility available to us. Our debt service
cost could limit cash flow available to fund our operations, and may limit our ability to obtain
further debt or equity financing.
On June 6, 2005, we completed a public offering of $250 million aggregate principal amount of 4.70%
Senior Notes due June 1, 2010 and $250 million aggregate principal amount of 5.20% Senior Notes due
June 1, 2015 (together, the "Senior Notes").
On March 20, 2006, we and certain of our subsidiaries entered into a Credit Agreement with Citicorp
USA, Inc., as Administrative Agent, Citigroup Global Markets Inc., as Sole Lead Arranger and Book
Runner, with Morgan Stanley Bank, SunTrust Bank, Bank of Tokyo-Mitsubishi UFJ, Ltd., Wachovia Bank
National Association, Bank of America, N.A., Bear Stearns Corporate Lending and Wells Fargo Bank,
N.A., as Co-Syndication Agents, and various other lenders and issuers (the "Credit Facility"). The
Credit Facility provides for a senior secured term loan facility of $800 million, with the ability
to increase it by up to $3 billion, under certain circumstances (the "Term Loan Facility") and a
senior secured revolving credit facility of $1 billion with the ability to increase it by up to
$750 million (the "Revolving Facility").
As of March 31, 2007, we have outstanding approximately $500 million of the Senior Notes and
approximately $1.8 billion is drawn under our Credit Facility. Substantially all of our assets are
pledged to secure our Credit Facility and our Senior Notes. If we are fully drawn under our Credit
Facility (including the increase resulting from the accordion features of the Revolving Facility),
the book value of our equity may
4
Table of Contents
be in a deficit position. The interest rates under the Credit Facility fluctuate with changes in
the market rates and with changes in our leverage ratio. Thus, our debt service cost will increase
as market interest rates increase and as our leverage ratio increases. It will be necessary to
utilize cash flow from operating activities to fund debt service cost related to our indebtedness.
If we fail to have sufficient cash flow to satisfy the debt service cost of our indebtedness, then
we could default on our indebtedness, resulting in foreclosure on the assets used to conduct our
business. In addition, reduction of our available cash flow may negatively impact our business,
including our ability to make future acquisitions, ability to compete for customer contracts
requiring upfront capital costs, and our ability to meet our other obligations. Further, the amount
of our indebtedness and our reduction in available cash flow may limit our ability to obtain
further debt or equity financing.
Alleged defaults and purported acceleration of our Senior Notes, if upheld in litigation, could
have a negative impact on our cash flow and divert resources that could otherwise be utilized in
our business operations.
Certain holders of our Senior Notes have alleged that we have defaulted under our Senior Notes
and have accelerated payment of the principal and accrued interest on the Senior Notes. We have
taken the position that no default and no acceleration has occurred with respect to the Senior
Notes or otherwise under the Indenture dated June 6, 2005 (the "Indenture") between us and The Bank
of New York Trust Company, N.A., which has been subsequently replaced
as Trustee by Wilmington Trust Company (the "Trustee"), and filed a lawsuit against the Trustee in the
United States District Court, Northern District of Texas, Dallas Division, seeking a declaratory
judgment affirming our position. There can be no assurance of the outcome of that lawsuit. If a
final judgment is rendered that there has been a default and acceleration has occurred, then we may
have to pay the principal and accrued interest under the Senior Notes. While we do have
availability under our Credit Facility to draw funds to repay the Senior Notes, there may be a
decrease in our credit availability that could otherwise be used for other corporate purposes, such
as acquisitions and share repurchases.
The complexity of regulatory environments in which we operate has increased and may continue to
increase our costs.
Our business is subject to increasingly complex corporate governance, public disclosure,
accounting and tax requirements and environmental legislation that have increased both our costs
and the risk of noncompliance. Because our Class A common stock and Senior Notes are publicly
traded, we are subject to certain rules and regulations for federal, state and financial market
exchange entities (including the Public Company Accounting Oversight Board, the SEC and New York
Stock Exchange). We have implemented new policies and procedures and continue developing additional
policies and procedures in response to recent corporate scandals and laws enacted by Congress.
Without limiting the generality of the foregoing, we have made a significant effort to comply with
the provisions of the Sarbanes-Oxley Act of 2002 (including, among other things the development of
policies and procedures to satisfy the provisions thereof regarding internal control over financial
reporting, disclosure controls and procedures and certification of financial statements appearing
in periodic reports) and the formation of a compliance department to develop policies and monitor
compliance with laws (including, among others, privacy laws, export control laws, rules and
regulations of the Office of Foreign Asset Controls and the Foreign Corrupt Practices Act). Our
effort to comply with these new regulations have resulted in, and are likely to continue resulting
in, increased general and administrative expenses and diversion of management time and attention
from revenue generating activities to compliance activities.
5
Table of Contents
We are subject to the oversight of the SEC and other regulatory agencies and investigations by
those agencies could divert management's focus and could have a material adverse impact on our
reputation and financial condition.
As a result of this regulation and oversight, we may be subject to legal and administrative
proceedings. We are currently the subject of an ongoing SEC and Department of Justice ("DOJ")
investigation related to our historical stock option grant practices. As a result of these
investigations, several derivative lawsuits have been filed in connection with our stock option
grant practices generally alleging claims related to breach of fiduciary duty and unjust enrichment
by certain of our directors and senior executives. As the result of these investigations and
shareholder actions, we have incurred and will continue to incur significant legal costs and a
significant amount of time of our senior management has been focused on these matters that
otherwise would have been directed toward the growth and development of our business. We have
concluded our internal investigation of our stock option grant practices as discussed in our Annual
Report on Form 10-K/A for the year ended June 30, 2006. The SEC and DOJ investigations are
continuing and until these investigations of our stock option grant practices are complete, we are
unable to predict the effect, if any, that these investigations and lawsuits will have on our
business and financial condition, results of operations and cash flow. We cannot assure that the
SEC and/or DOJ will not seek to impose fines or take other actions against us that could have a
significant negative impact on our financial condition. In addition, publicity surrounding the
SEC's and DOJ's investigations, the derivative causes of actions, or any enforcement action, even
if ultimately resolved favorably for us, could have a material adverse impact on our cash flows,
financial condition, results of operations or business.
Lawsuits related to the proposal from our Chairman and Cerberus Capital Management, L.P. to acquire
our Company could deter takeover attempts.
On March 20, 2007, we received a proposal from Darwin Deason, our Chairman, and Cerberus Capital
Management, L.P. ("Cerberus") to acquire all of the outstanding shares of the Company for $59.25
per share in cash, other than certain shares and options held by Mr. Deason and members of our
management team. On April 21, 2007, we received a letter from Mr. Deason and Cerberus revising the
offer and, among other things, increasing the cash purchase price to $62 per share. The proposal
has not been recommended or accepted by the Company or by the Special Committee formed to evaluate
the proposal and strategic alternatives to the proposal.
Several lawsuits have been filed in connection with the proposal. In each of these lawsuits, the
plaintiff claims to be a shareholder of the Company purporting to bring the action on behalf of all
public shareholders of the Company. Each plaintiff alleges, among other things, that the proposal
presented to the Company by Mr. Deason and Cerberus to acquire the Company is unfair to
shareholders because the consideration offered in the proposal is alleged to be inadequate and to
have resulted from an unfair process.
The Company does not believe the claims asserted in these lawsuits have merit, and the Company
intends to vigorously defend each lawsuit. However, there can be no assurance of the outcome of
these lawsuits. If final judgments are rendered that the proposal presented to the Company
by Mr. Deason and Cerberus is unfair to shareholders, the consideration offered in the proposal is
inadequate and/or has resulted from an unfair process, such judgments could delay, defer or prevent
a change of control of our company and may have the effect of discouraging the proposal presented
to the Company by Mr. Deason and Cerberus as well as other solicited or unsolicited takeover
proposals.
Reductions of our credit rating may have an adverse impact on our business.
The
ratings on our current outstanding obligations currently established
by the ratings agencies are below investment grade. There may be additional reductions in our ratings if
we incur additional indebtedness, including amounts that may be drawn under our Credit Facility.
Below investment
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grade ratings could negatively impact our ability to renew contracts with our existing customers,
limit our ability to compete for new customers, result in increased premiums for surety bonds to
support our customer contracts, and/or result in a requirement that we provide collateral to secure
our surety bonds. Further, certain of our commercial outsourcing contracts provide that in the
event our credit ratings are downgraded to specified levels, the customer may elect to terminate
its contract with us and either pay a reduced termination fee or, in some limited instances, no
termination fee. A credit rating downgrade could adversely affect these customer relationships.
A decline in revenues from or a loss of significant clients could reduce our profitability and cash
flow.
Our revenues, profitability, financial condition and cash flow could be materially adversely
affected by the loss of significant clients and/or the reduction of volumes and services provided
to our significant clients as a result of, among other things, their merger or acquisition,
divestiture of assets or businesses, contract expiration, non-renewal or early termination
(including termination for convenience) or business failure or deterioration. In addition, we incur
fixed costs related to our information technology services and business process outsourcing
clients. Therefore the loss of any one of our significant clients could leave us with a
significantly higher level of fixed costs than is necessary to serve our remaining clients, thereby
reducing our profitability and cash flow.
Our ability to recover capital investments in connection with our contracts is subject to risk.
In order to attract and retain large outsourcing contracts we sometimes make significant
capital investments to perform the agreement, such as purchases of information technology equipment
and costs incurred to develop and implement software. The net book value of such assets recorded,
including a portion of our intangible assets, could be impaired, and our earnings and cash flow
could be materially adversely affected in the event of the early termination of all or a part of
such a contract or the reduction in volumes and services thereunder for reasons such as, among
other things, a client's merger or acquisition, divestiture of assets or businesses, business
failure or deterioration, or a client's exercise of contract termination rights.
We have non-recurring revenue, which subjects us to a risk that our revenues from year to year may
fluctuate.
Revenue generated from our non-recurring services, including our consulting and unclaimed
property escheatment services, may increase or decrease in relation to the revenue generated from
our recurring services, such as business process outsourcing and information technology
outsourcing. Our mix of non-recurring and recurring revenues is impacted by acquisitions as well as
growth in our non-recurring lines of business. There is less predictability and certainty in the
timing and amount of revenue generated by our non-recurring services and, accordingly, our
revenues, results of operations and cash flow may be significantly impacted by the timing and
amounts of revenues generated from our non-recurring services.
The markets in which we operate are highly competitive and we may not be able to compete
effectively.
We expect to encounter additional competition as we address new markets and new competitors
enter our existing markets. If we are forced to lower our pricing or if demand for our services
decreases, our business, financial condition, results of operations, and cash flow may be
materially and adversely affected. Some of our competitors have substantially greater resources,
and they may be able to use their resources to adapt more quickly to new or emerging technologies,
to devote greater resources to the promotion and sale of their products and services, or to obtain
client contracts where sizable asset purchases, investments or financing support are required. In
addition, we must frequently compete with a client's own internal business process and information
technology capabilities, which may constitute a fixed cost for the client. In the future,
competition could continue to emerge from large computer hardware or software providers as they
shift their business strategy to include services. Competition has also emerged from European and
Indian
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offshore service providers seeking to expand into our markets and from large consulting companies
seeking operational outsourcing opportunities.
We may not be able to make acquisitions that will complement our growth.
Historically, we have made a significant number of acquisitions that have expanded the
products and services we offer, provided a presence in a complementary business or expanded our
geographic presence. We intend to continue our acquisition strategy. We cannot, however, make any
assurances that we will be able to identify any potential acquisition candidates or consummate any
additional acquisitions or that any future acquisitions will be successfully integrated or will be
advantageous to us. Without additional acquisitions, we are unlikely to maintain historical total
growth rates.
A failure to properly manage our operations and our growth could have a material adverse effect on
our business.
We have rapidly expanded our operations in recent years. We intend to continue expansion in
the foreseeable future to pursue existing and potential market opportunities. Some market
opportunities require that we develop software to perform the services we become contractually
obligated to perform, such as our Medicaid activities. This rapid
growth places a significant demand on our management and operational resources. In order to manage
growth effectively, we must design, develop, implement and improve our operational systems, which
includes the design, development and implementation of software, if necessary, and timely
development and implementation of procedures and controls. If we fail to design, develop and
implement these systems and to make improvements to these systems, we may not be able to service
our clients' needs, hire and retain new employees, pursue new business opportunities, complete
future acquisitions or operate our businesses effectively. We could also trigger contractual
credits to clients or a contractual default. Failure to properly transition new clients to our
systems, properly budget transition costs or accurately estimate new contract operational costs
could result in delays in our contract performance, trigger service level penalties, impairments of
fixed or intangible assets or result in contracts whose profit margins did not meet our
expectations or our historical profit margins. Failure to properly integrate acquired operations
could result in increased cost. As a result of any of these problems associated with expansion, our
business, financial condition, results of operations and cash flow could be materially and
adversely affected.
Our Government contracts are subject to termination rights, audits and investigations, which, if
exercised, could negatively impact our reputation and reduce our ability to compete for new
contracts.
Approximately 41% of our fiscal year 2006 revenues were derived from contracts with state and
local governments and from federal government agencies, including our contract with the Department
of Education. Governments and their agencies may terminate most of these contracts at any time,
without cause. Also, our Department of Education contract is subject to the approval of
appropriations being made by the United States Congress to fund the expenditures to be made by the
Federal government under this contract. Additionally, government contracts are generally subject to
audits and investigations by government agencies. If the government finds that we improperly
charged any costs to a contract, the costs are not reimbursable or, if already reimbursed, the cost
must be refunded to the government. If the government discovers improper or illegal activities in
the course of audits or investigations, the contractor may be subject to various civil and criminal
penalties and administrative sanctions, which may include termination of contracts, forfeiture of
profits, suspension of payments, fines and suspensions or debarment from doing business with the
government. Any resulting penalties or sanctions could have a material adverse effect on our
business, financial condition, results of operations and cash flow. Further, the negative publicity
that arises from findings in such audits, investigations or the penalties or sanctions therefore
could have an adverse effect on our reputation in the industry and reduce our ability to compete
for new contracts and may also have a material adverse effect on our business, financial condition,
results of operations and cash flow.
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We may incur delays in signing and commencing new business as the result of protests of government
contracts that we are awarded.
After an award of a government contract, a competing bidder may protest the award. If we are
awarded the contract and it is protested, it will be necessary to incur costs to defend the award
of the contract. Costs to defend an award may be significant and could include hiring experts to
defend the basis for the contract award. Some contract protests may take years to resolve. In some
instances where we are awarded a contract, the contracting government entity may request that we
sign a contract and commence services, even though the contract award has been protested. If the
protest is upheld, then our contract would be terminated and the amounts due to us for services
that have been performed to date would be subject to payment pursuant to the terms of the
terminated contract. Such terms may not provide for full recovery of our incurred costs. In
addition, if the government agency requests that we make changes to our contractual agreement
during a protest period, but the government agency is unable or unwilling to modify the contract at
the end of the protest period (whether or not we are successful in defending the protest), we may
be unable to recover the full costs incurred in making such changes. In addition, we may suffer
negative publicity as the result of any contract protest being upheld and our contract being
terminated. Further, if there is a re-bid of the contract, we would incur additional costs
associated with the re-bid process and be subject to a potential protest if we are awarded a
subsequent contract.
The exercise of contract termination provisions and service level penalties may have an adverse
impact on our business.
Most of our contracts with our clients permit termination in the event our performance is not
consistent with service levels specified in those contracts, or require us to provide credits to
our clients for failure to meet service levels. In addition, if clients are not satisfied with our
level of performance, our clients may seek damages as permitted under the contract and/or our
reputation in the industry may suffer, which could materially and adversely affect our business,
financial condition, results of operations, and cash flow.
Some of our contracts contain fixed pricing or benchmarking provisions that could adversely affect
our operating results and cash flow.
Some of our contracts contain provisions requiring that our services be priced based on a
pre-established standard or benchmark regardless of the costs we incur in performing these
services. Many of our contracts contain pricing provisions that require the client to pay a set fee
for our services regardless of whether our costs to perform these services exceed the amount of the
set fee. Some of our contracts contain re-pricing provisions which can result in reductions of our
fees for performing our services. In such situations, we are exposed to the risk that we may be
unable to price our services to levels that will permit recovery of our costs, and may adversely
affect our operating results and cash flow.
Claims associated with our actuarial consulting and benefit plan management services could
negatively impact our business.
In May 2005, we acquired the human resources consulting business of Mellon Financial
Corporation, which includes actuarial consulting services related to commercial, governmental and
Taft-Hartley pension plans. Providers of these types of consulting services have experienced
frequent claims, some of which have resulted in litigation and significant settlements or
judgments, particularly when investment markets have performed poorly and pension funding levels
have been adversely impacted. In addition, our total benefits outsourcing business unit manages and
administers benefit plans on behalf of its clients and is responsible for processing numerous plan
transactions for current and former employees of those clients. We are subject to claims from the
client and its current and former employees if transactions are not properly processed. If any
claim is made against us in the future related to our actuarial consulting services or benefit plan
management
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services, our business, financial condition, results of operations and cash flow could be
materially adversely affected as a result of the time and cost required to defend such a claim, the
cost of settling such a claim or paying any judgments resulting therefrom, or the damage to our
reputation in the industry that could result from the negative publicity surrounding such a claim.
The
loss of or change in our significant software vendor relationships could have a material adverse effect on
our business.
Our ability to service our clients depends to a large extent on our use of various software
programs that we license from a small number of primary software vendors. If our significant
software vendors were to terminate, refuse to renew our contracts with them or offer to renew our
contracts with them on less advantageous terms than previously contracted, we might not be able to
replace the related software programs and would be unable to serve our clients or we would
recognize reduced margins from the contracts with our clients, either of which could have a
material adverse effect on our business, revenues, financial position, profitability and cash flow.
We may be subject to claims of infringement of third-party intellectual property rights which could
adversely affect our business.
We rely heavily on the use of intellectual property. We do not own the majority of the
software that we use to run our business; instead we license this software from a small number of
primary vendors. If these vendors assert claims that we or our clients are infringing on their
software or related intellectual property, we could incur substantial costs to defend these claims,
which could have a material effect on our profitability and cash flow. In addition, if any of our
vendors' infringement claims are ultimately successful, our vendors could require us (1) to cease
selling or using products or services that incorporate the challenged software or technology, (2)
to obtain a license or additional licenses from our vendors, or (3) to redesign our products and
services which rely on the challenged software or technology. If we are unsuccessful in the defense
of an infringement claim and our vendors require us to initiate any of the above actions, then such
actions could have a material adverse effect on our business, financial condition, results of
operations and cash flow.
We are subject to United States and foreign jurisdiction laws relating to individually identifiable
information, and failure to comply with those laws, whether or not inadvertent, could subject us to
legal actions and negatively impact our operations.
We process, transmit and store information relating to identifiable individuals, both in our
role as a service provider and as an employer. As a result, we are subject to numerous United
States (both Federal and state) and foreign jurisdiction laws and regulations designed to protect
individually identifiable information, including social security numbers, financial and health
information. For example, in 1996, Congress passed the Health Insurance Portability and
Accountability Act and as required therein, the Department of Health and Human Services established
regulations governing, among other things, the privacy, security and electronic transmission of
individually identifiable health information. We have taken measures to comply with each of those
regulations on or before the required dates. Another example is the European Union Directive on
Data Protection, entitled "Directive 95/46/EC of the European Parliament and of the Council of 24
October 1995 on the protection of individuals with regard to the processing of personal data and on
the free movement of such data." We have also taken steps to address the requirements of that
Directive. Other United States (both Federal and state) and foreign jurisdiction laws apply to the
processing of individually identifiable information as well, and additional legislation may be
enacted at any time. Failure to comply with these types of laws may subject us to, among other
things, liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity,
restrictions on our ability to process information and allegations by our clients that we have not
performed our contractual obligations, any of which may have a material adverse effect on our
profitability and cash flow.
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We are subject to breaches of our security systems which may cause data privacy concerns.
Security systems have been implemented with the intent of maintaining the physical security of
our facilities and to protect confidential information and information related to identifiable
individuals from unauthorized access through our information systems, but we are subject to breach
of security systems at the facilities at which we maintain such confidential customer information
and information relating to identifiable individuals. In addition, we often rely on third parties
to transport and deliver tapes and disks containing such information to and from our facilities. If
unauthorized users gain physical access to the facility or electronic access to our information
systems or third parties (during transport) lose tapes or disks containing such information, such
information may be subject to theft and misuse. Any theft or misuse of such information could
result in, among other things, unfavorable publicity, difficulty in marketing our services,
allegations by our clients that we have not performed our contractual obligations and possible
financial obligations for damages related to the theft or misuse of such information, any of which
may have a material adverse effect on our profitability and cash flow. We anticipate that breaches
of security will occur from time to time, but the magnitude and impact on our business of any
future breach cannot be ascertained.
Budget deficits and/or fluctuations in the number of requests for proposals issued by, state
and local governments and their agencies may adversely impact our business.
Approximately
41% of our fiscal year 2006 revenues were derived from contracts with Federal,
state and local governments and their agencies. From time to time, state and local governments with
which we have contracts may face budget deficits. Also, the number of requests for
proposals issued by state and local government agencies are subject to fluctuation. A significant
number of government contracts have provisions permitting termination by the contracting government
agency for convenience. If state and local budgets were to be reduced, then services we provided
could become non-essential and our contracts could be terminated and future contracting
opportunities for government contracts would be limited. Such an event would reduce our revenue and
profitability.
Our international operations are subject to a number of risks.
Recently we have expanded our international operations and also continually contemplate the
acquisition of companies formed and operating in foreign countries. We have approximately
16,000 employees in Mexico, India, Ghana, Jamaica, Guatemala, Canada, Spain, United
Kingdom, Dominican Republic, France, Malaysia, and the Philippines, as well as a number of other
countries, that primarily support our commercial business process and information technology
services. Our international operations and acquisitions are subject to a number of risks. These
risks include the possible impact on our operations of the laws of foreign countries where we may
do business including, among others, data privacy, laws regarding licensing and labor council
requirements. In addition, we may experience difficulty integrating the management and operations
of businesses we acquire internationally, and we may have difficulty attracting, retaining and
motivating highly skilled and qualified personnel to staff key managerial positions in our ongoing
international operations. Further, our international operations are subject to a number of risks
related to general economic and political conditions in foreign countries where we operate,
including, among others, fluctuations in foreign currency exchange rates, cultural differences,
political instability, employee work stoppages or strikes and additional expenses and risks
inherent in conducting operations in geographically distant locations. Our international operations
may also be impacted by trade restrictions, such as tariffs and duties or other trade controls
imposed by the United States or other jurisdictions, as well as other factors that may adversely
affect our business, financial condition and operating results. Because of these foreign operations
we are subject to regulations, such as those administered by the Department of Treasury's Office of
Foreign Assets Controls ("OFAC") and export control regulations administered by the Department of
Commerce. Violation of these regulations could result in fines, criminal sanctions against our
officers, and
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prohibitions against exporting, as well as damage to our reputation, which could adversely affect
our business, financial condition and operating results.
Armed hostilities and terrorist attacks may negatively impact the countries in which we operate.
Our operations and customers are located throughout the globe, including some politically
unstable jurisdictions. Terrorist attacks and further acts of violence or war may cause major
instability in the U.S. and other financial markets in which we operate. In addition, armed
hostilities and acts of terrorism may directly impact our physical facilities and operations, which
are located in North America, Central America, South America, Europe, Africa, Australia, Asia and
the Middle East, or those of our clients. These developments subject our worldwide operations to
increased risks and, depending on their magnitude, could have a material adverse effect on our
business.
A failure to attract and retain necessary technical personnel, skilled management and qualified
subcontractors may have an adverse impact on our business.
Because we operate in intensely competitive markets, our success depends to a significant
extent upon our ability to attract, retain and motivate highly skilled and qualified personnel and
to subcontract with qualified, competent subcontractors. If we fail to attract, train, and retain,
sufficient numbers of qualified engineers, technical staff and sales and marketing representatives
or are unable to contract with qualified, competent subcontractors, our business, financial
condition, and results of operations will be materially and adversely affected. Experienced and
capable personnel in the technology industry remain in high demand, and there is continual
competition for their talents. Additionally, we may be required to increase our hiring in
geographic areas outside of the United States, which could subject us to increased geopolitical and
exchange rate risk. Our success also depends on the skills, experience, and performance of key
members of our management team. The loss of any key employee or the loss of a key subcontract
relationship could have an adverse effect on our business, financial condition, cash flow, results
of operations and prospects.
Risks associated with loans that we service may reduce our profitability and cash flow.
We service (for various lenders and under various service agreements) a portfolio of
approximately 2.2 million loans with an outstanding principal balance of approximately $32 billion,
as of March 31, 2007, made under the Federal Family Education Loan Program, which loans are
guaranteed by a Federal government agency. If a loan is in default, then a claim is made upon the
guarantor. If the guarantor denies the claim because of a servicing error, then under certain of
the servicing agreements we may be required to purchase the loan from the lender. Upon purchase of
the loan, we attempt to cure the servicing errors and either sell the loan back to the guarantor
(which must occur within a specified period of time) or sell the loan on the open market to a third
party. We are subject to the risk that we may be unable to cure the servicing errors or sell the
loan on the open market. Our reserves, which are based on historical information, may be inadequate
if our servicing performance results in the requirement that we repurchase a substantial number of
loans, which repurchase could have a material adverse impact on our cash flow and profitability.
A disruption in utility or network services may have a negative impact on our business.
Our services are dependent on other companies providing electricity and other utilities to our
operating facilities, as well as network companies providing connectivity to our facilities and
clients. Since key portions of our business include information technology services and systems
integration, we rely on network connectivity at all times. Many of our facilities are located in
jurisdictions outside of the United States where the provision of utility services, including
electricity and water, may not be consistently reliable. While there are backup systems in many of
our operating facilities, an extended outage of utility or network services may have a material
adverse effect on our operations, revenues, cash flow and profitability.
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Our indemnification obligations may have a material adverse effect on our business.
Many of our contracts, including our agreements with respect to divestitures, include various
indemnification obligations. If we are required to satisfy an indemnification obligation, we may
have to spend time and cost to defend and settle claims for our indemnities, which may have a
material adverse effect on our business, profitability and cash flow.
Darwin Deason has substantial control over our company and can affect virtually all decisions made
by our stockholders
.
Darwin Deason beneficially owns 6,599,372 shares of Class B common stock and 2,619,439 shares
of the Class A common stock as of April 13, 2007. Mr. Deason controls approximately 41.59% of our
total voting power (based on total shares of common stock outstanding as of April 13, 2007). As a
result, Mr. Deason has the requisite voting power to significantly affect virtually all of our
decisions, including the power to block corporate actions such as an amendment to most provisions
of our certificate of incorporation. In addition, Mr. Deason may significantly influence the
election of directors and any other action requiring stockholder approval. Mr. Deason has an
employment agreement, with a term that currently ends on May 18, 2011, provided that such term
shall automatically be extended for an additional year on May 18 of each year, unless thirty days
prior to May 18 of any year, Mr. Deason gives notice to us that he does not wish to extend the term
or our Board of Directors (upon a unanimous vote of the directors, except for Mr. Deason) gives
notice to Mr. Deason that it does not wish to extend the term. The Company requested and Mr.
Deason agreed that the notice date under the Employment Agreement in 2007 shall be July 17, 2007.
Recommendations of our Nominating/Corporate Governance Committee of the Board of Directors
regarding director nominees are subject to the approval of Mr. Deason pursuant to his employment
agreement with us.
Certain provisions of our certificate of incorporation, bylaws and Delaware law could deter
takeover attempts that stockholders may think are in their best interests.
Some provisions in our certificate of incorporation and bylaws could delay, defer, prevent or make
more difficult a merger, tender offer, or proxy contest involving our capital stock. Our
stockholders might view transactions such as these as being in their best interests because, for
example, a change of control might result in a price higher than the market price for shares of the
Class A common stock. Among other things, these provisions:
•
require an 80% vote of the stockholders to amend some provisions of our
certificate of incorporation;
•
require an 80% vote of the stockholders to amend some provisions of our bylaws;
•
permit only our Chairman, President or a majority of the Board of Directors to
call stockholder meetings;
•
authorize our Board of Directors to issue up to 3,000,000 shares of preferred
stock in series with the terms of each series to be fixed by our Board of
Directors;
•
authorize our Board of Directors to issue Class B Common Stock, which shares
are entitled to ten votes per share;
•
permit directors to be removed, with or without cause, only by a vote of at
least 80% of the combined voting power; and
•
specify advance notice requirements for stockholder proposals and director
nominations to be considered at a meeting of stockholders.
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In addition, with some exceptions, Section 203 of the Delaware General Corporation Law restricts
mergers and other business combinations between us and any holder of 15% or more of our voting
stock.
We also have a stockholder rights plan. Under this plan, after the occurrence of specified events,
our stockholders will be able to buy stock from us or our successor at reduced prices. These rights
will not extend, however, to persons participating in takeover attempts without the consent of our
Board of Directors. Accordingly, this plan could delay, defer or prevent a change of control of our
company.
Further, we have entered into severance agreements with certain of our executive officers, which
may have the effect of discouraging an unsolicited takeover proposal.
The proposal from our Chairman and Cerberus Capital Management, L.P. to acquire our Company could
have a negative impact on the market price of our Class A common stock.
As discussed in the risk factor titled "
Lawsuits related to the proposal from our Chairman and
Cerberus Capital Management, L.P. to acquire our Company could deter takeover attempts
", the
Company has received a proposal from Darwin Deason, our Chairman, and Cerberus to acquire all of
the outstanding shares of the Company. The Company may receive other proposals to acquire all of
the outstanding shares of the Company. The ultimate determination of whether to accept or reject
any such proposal and/or whether a transaction is consummated as a result of such proposals, could
have a negative effect on prevailing market price of our Class A common stock.
A
substantial number of our class A shares are available for issue and
issuance of our Class A common stock could cause the market
price of the Class A common stock to decline.
There are a substantial number of shares of our Class A common stock that may be issued and
subsequently sold under various employee benefit plans upon exercise of employee stock options, and
upon conversion of our Class B common stock. In addition we have 500,000,000 authorized shares of
Class A common stock. The sale or issuance of additional shares of our Class A common stock could
adversely affect the prevailing market price of the Class A common stock.
The price of our Class A common stock may fluctuate significantly, which may result in losses for
investors.
The market price for the Common Stock has been and may continue to be volatile. For example, during
the 52-week period ended May 31, 2007, the closing prices of the Class A common stock as reported
on the New York Stock Exchange ranged from a high of $61.67 per share to a low of $46.50 per share.
We expect our stock price to be subject to fluctuations as a result of a variety of factors,
including factors beyond our control. These factors include and are not necessarily limited to:
•
actual or anticipated variations in operating results from that anticipated by the investment
community;
•
announcements of technological innovations or new products or services by us or our competitors;
•
announcements relating to strategic relationships or acquisitions;
•
changes in financial estimates or other statements by securities analysts or research firms;
•
changes in general economic conditions;
•
conditions or trends affecting the outsourcing industry; and
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•
changes in the economic performance and/or market valuations of other information technology
companies.
Because of this volatility, we may fail to meet the expectations of our stockholders or of
securities analysts at some time in the future, and our stock price could decline as a result.
In addition, the stock market has experienced significant price and volume fluctuations that have
particularly affected the trading prices of equity securities of many high technology companies.
These fluctuations have often been unrelated or disproportionate to changes in the operating
performance of these companies. Any negative change in the public's perception of information
technology companies could depress our stock price regardless of our operating results.
Other Risks
We have attempted to identify material risk factors currently affecting our business and
company. However, additional risks that we do not yet know of, or that we currently think are
immaterial, may occur or become material. These risks could impair our business operations or
adversely affect revenues, cash flow or profitability.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares which may be sold pursuant to this
Resale Prospectus for the respective accounts of the selling stockholders. All such proceeds, net
of brokerage commissions, if any, will be received by the selling stockholders. See "Selling
Stockholders" and "Plan of Distribution."
SELLING STOCKHOLDERS
The selling stockholders will be our current or future officers and non-employee directors who
acquire shares of our Class A common stock pursuant to the Plan and are considered our "affiliates"
as that term is defined in the federal securities laws. The selling stockholders may from time to
time resell all, a portion, or none of the shares of our Class A common stock covered by this
Resale Prospectus. As of the date of this Registration Statement, our Board of Directors has not
granted any awards under the Plan. As a result, we cannot provide the names of the selling
stockholders nor the numbers of shares for each selling stockholder. The number of shares to be
issued under the Plan in the future, the identity of the recipients of such shares and the
determination of whether any such recipient is an affiliate of ours are subject to a number of
factors that are not yet determinable.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the selling stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or more exchanges or in
the over-the-counter market, or otherwise, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The Shares may be sold by
one or more of the following, without limitation:
(a) a block trade in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or dealer or for
its account pursuant to the Resale Prospectus, as supplemented;
15
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(c) an exchange distribution in accordance with the rules of such exchange; and
(d) ordinary brokerage transactions and transactions in which the broker solicits purchasers.
The selling stockholder and sales to and through other broker-dealers or agents that
participate with the selling stockholder in the sale of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with these sales. In that
event, any commissions received by the broker-dealers or agents and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act.
In addition, any securities covered by this Resale Prospectus that qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this Resale Prospectus, as
supplemented. From time to time, the selling stockholder may engage in short sales, short sales
against the box, puts and calls and other transactions in our securities or derivatives thereof,
and may sell and deliver the Shares in connection therewith. Sales may also take place from time to
time through brokers pursuant to pre-arranged sales plans intended to qualify under SEC Rule
10b5-1.
There is no assurance that the selling stockholder will sell all or any portion of the Shares
covered by this Resale Prospectus.
All expenses of registration of the Class A common stock, other than commissions and discounts
of underwriters, dealers or agents, shall be borne by us. As and when we are required to update
this Resale Prospectus, we may incur additional expenses.
LEGAL MATTERS
The validity of the Class A common stock issuable under the Plan has been passed upon for us
by Jackson Walker L.L.P.
EXPERTS
The financial statements and management's assessment of the effectiveness of internal control
over financial reporting (which is included in Management's Report on Internal Control over
Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form
10-K/A for the year ended June 30, 2006 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC are incorporated by reference:
(1)
Annual Report on Form 10-K/A for the year ended June 30, 2006, filed on
February 1, 2007;
(2)
Quarterly Reports on Form 10-Q for the quarters ended September 30, 2006, filed on
January 23, 2007; December 31, 2006, filed on
February 14, 2007; and March 31, 2007,
filed on May 10, 2007;
(3)
Current Reports on Form 8-K, filed on July 7, 2006, July 10, 2006, July 19, 2006,
August 7, 2006, August 9, 2006, August 15, 2006, August 17, 2006, September 7, 2006,
September 14, 2006, September 20, 2006, September 27, 2006, September 28, 2006, October
4, 2006, October 12, 2006, October 31, 2006, November 1, 2006, November 14, 2006,
November 27, 2006, December 13, 2006, December 19, 2006, December 22, 2006, December
29, 2006, January 5, 2007, January 24, 2007, January 26, 2007, February 13, 2007,
February 16, 2007, March 8, 2007, March 20, 2007, March 22, 2007, March 26, 2007, April
23, 2007, May 1, 2007, May 2, 2007, May 4, 2007,
June 1, 2007, June 4, 2007 and June 11,
2007;*
(4)
The updated description of our Class A common stock, contained in our
Registration Statement on Form 8-A12B/A, filed September 26, 1994, including any
amendment or report filed for the purpose of updating such description; and
(5)
The updated description of securities contained in our Registration Statement
on Form 8-A12G, filed on August 21, 1997, including any amendment or report filed for
the purpose of updating such description.
*
All documents filed by Affiliated Computer Services, Inc. with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this Registration Statement and prior to the termination of the offering to which it relates shall
be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in a document
incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that the statement
is modified or superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Nothing in this Registration Statement shall be deemed to incorporate information furnished by us
but not filed with the SEC pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Article 9 of our Second Amended and Restated Certificate of Incorporation, as amended,
provides for indemnification of directors and officers to the full extent permitted under Delaware
law.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation
has the power to indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify applies only if such person
acted in good faith and in a manner such person reasonably believed to be in the best interests, or
not opposed to the best interests, of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the corporation as
well, but only to the extent of defense and settlement expenses and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of liability unless the court, in
its discretion, believes that in light of all the circumstances indemnification should apply.
Our bylaws provide for indemnification to the fullest extent permitted by the DGCL of our
directors, officers and certain non-officer employees under certain circumstances against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement) reasonably incurred in
connection with the defense or settlement of any threatened, pending or completed legal proceeding
in which any such person is involved by reason of the fact that such person is or was a director,
officer or employee of our company. Our Second Amended and Restated Certificate of Incorporation,
as amended, also provides that, to the fullest extent permitted by the Delaware General Corporation
Law, no director shall be personally liable to us or our stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors.
We may advance expenses for the defense of any action for which indemnification may be
available under certain circumstances. The general effect of the foregoing provisions may be to
reduce the circumstances under which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain kinds of claims which
might be made against them based on their negligent acts or omissions while acting in their
capacity as such.
We have directors' and officers' liability insurance for the benefit of our directors and
officers. We have also entered into indemnification agreements with each of our directors and
executive officers, consistent with the Delaware General Corporation Law, our Second Amended and
Restated Certificate of Incorporation, as amended, and our bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to the Registration Statement:
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Exhibit No.
Exhibit
4.1
Certificate of Incorporation of the Company (filed as Exhibit 3.1 to our
Registration Statement on Form S-3, filed March 30, 2001, File No.
333-58038 and incorporated herein by reference).
4.2
Certificate Of Correction to Certificate of Amendment of the Company, dated
August 30, 2001 (filed as Exhibit 3.2 to our Annual Report on Form 10-K,
filed September 17, 2003 and incorporated herein by reference).
4.3*
Certificate of Elimination of the Series A Cumulative Redeemable Preferred
Stock of the Company dated August 20, 2001.
4.4
Bylaws of the Company, as amended and in effect on September 11, 2003
(filed as Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed February
17, 2004 and incorporated herein by reference).
5.1*
Opinion of Jackson Walker L.L.P.
23.1*
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit 5.1).
24.1*
Power of Attorney (included on signature page of the Registration
Statement).
99.1
Affiliated Computer Services, Inc. 2007 Equity Incentive Plan (filed as
Appendix C to our Definitive Proxy Statement on Schedule 14A, filed April
30, 2007 and incorporated herein by reference).
*
Filed herewith
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
II-3
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provided however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be included in
a post effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference to the Registration Statement.
(2)
that, for the purpose of determining any liability under the Securities Act,
each such post effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof; and
(3)
to remove from registration by means of a post effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Dallas, State of Texas, on
June 13, 2007.
AFFILIATED COMPUTER SERVICES, INC.
By:
/s/ William L. Deckelman, Jr.
William L. Deckelman, Jr.
Executive Vice President, Secretary and General
Counsel
POWER OF ATTORNEY
Each person whose signature appears below authorizes William L. Deckelman, Jr., to execute in
the name of each such person who is then an officer or director of the Registrant, and to file any
amendments (including post-effective amendments) to this Registration Statement necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the SEC, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem
appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
/s/ Darwin Deason
Darwin Deason
Chairman of the Board and Director
June 13, 2007
/s/ Lynn R. Blodgett
Lynn R. Blodgett
President, Chief Executive
Officer and Director
June 13, 2007
/s/ John H. Rexford
John H. Rexford
Executive Vice President, Chief
Financial Officer and Director
June 13, 2007
/s/ Laura Rossi
Laura Rossi
Senior Vice President, Corporate
Controller and Interim Chief
Accounting Officer
June 13, 2007
/s/ William L. Deckelman, Jr.
William L. Deckelman, Jr.
Executive Vice President,
Secretary and General Counsel
June 13, 2007
Table of Contents
Name
Title
Date
/s/ Frank A. Rossi
Frank A. Rossi
Director
June 13, 2007
/s/ Joseph P. O'Neill
Joseph P. O'Neill
Director
June 13, 2007
J. Livingston Kosberg
Director
/s/ Dennis McCuistion
Dennis McCuistion
Director
June 13, 2007
/s/ Robert B. Holland, III
Robert B. Holland, III
Director
June 13, 2007
Table of Contents
EXHIBITS
INDEX TO EXHIBITS
Exhibit No.
Exhibit
4.1
Certificate of Incorporation of the Company (filed as Exhibit 3.1 to our
Registration Statement on Form S-3, filed March 30, 2001, File No. 333-58038
and incorporated herein by reference).
4.2
Certificate Of Correction to Certificate of Amendment of the Company, dated
August 30, 2001 (filed as Exhibit 3.2 to our Annual Report on Form 10-K,
filed September 17, 2003 and incorporated herein by reference).
4.3*
Certificate of Elimination of the Series A Cumulative Redeemable Preferred
Stock of the Company dated August 20, 2001.
4.4
Bylaws of the Company, as amended and in effect on September 11, 2003 (filed
as Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed February 17, 2004
and incorporated herein by reference).
5.1*
Opinion of Jackson Walker L.L.P.
23.1*
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit 5.1).
24.1*
Power of Attorney (included on signature page of the Registration Statement).
99.1
Affiliated Computer Services, Inc. 2007 Equity Incentive Plan (filed as
Appendix C to our Definitive Proxy Statement on Schedule 14A, filed April
30, 2007 and incorporated herein by reference).
*
Filed herewith