425 1 d425.htm FORM 425 Form 425

Filed by Xerox Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934

Subject Company: Affiliated Computer Services, Inc.

Commission File No.: 1-12665

The proposed merger transaction involving Xerox and ACS will be submitted to the respective stockholders of Xerox and ACS for their consideration. In connection with the proposed merger, Xerox will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Xerox and ACS that also constitutes a prospectus of Xerox. Xerox will mail the joint proxy statement/prospectus to its stockholders. Xerox and ACS urge investors and security holders to read the joint proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Xerox and ACS, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, when available, without charge, from Xerox’s website, www.xerox.com, under the heading “Investor Relations” and then under the heading “SEC Filings”. You may also obtain these documents, without charge, from ACS’s website, www.acs-inc.com, under the tab “Investor Relations” and then under the heading “SEC Filings”.

Xerox, ACS and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Xerox and ACS in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Xerox and ACS in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Xerox’s executive officers and directors in its definitive proxy statement filed with the SEC on April 6, 2009. You can find information about ACS’s executive officers and directors in its definitive proxy statement filed with the SEC on April 14, 2009. You can obtain free copies of these documents from Xerox and ACS websites using the contact information above.

This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to: the unprecedented volatility in the global economy; the risk that the future business operations of ACS will not be successful; the risk that we will not realize all of the anticipated benefits from our acquisition of ACS; the risk that customer retention and revenue expansion goals for the ACS transaction will not be met and that disruptions from the ACS transaction will harm relationships with customers, employees and suppliers; the risk that unexpected costs will be incurred; the outcome of litigation and regulatory proceedings to which we may be a party; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; development of new products and services; interest rates and cost of borrowing; our ability to protect our intellectual property rights; our ability to maintain and improve cost efficiency of operations, including savings from restructuring actions; changes in foreign currency exchange rates; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which we do business; reliance on third parties for manufacturing of products and provision of services; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of our Quarterly Report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 and our 2008 Annual Report on Form 10-K and ACS’s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Xerox assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

The following slides were included in Xerox's third-quarter 2009 earnings presentation made on October 22, 2009.

2
This presentation contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words
“anticipate,”
“believe,”
“estimate,”
“expect,”
“intend,”
“will,”
“should”
and similar expressions, as they relate to us, are intended to identify
forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a
number of factors that may cause actual results to differ materially.  These factors include but are not limited to the unprecedented
volatility
in
the
global
economy;
the
risk
that
unexpected
costs
will
be
incurred;
the
outcome
of
litigation
and
regulatory
proceedings
to
which we may be a party; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in
financial results; development of new products and services; interest rates and cost of borrowing; our ability to protect our intellectual
property rights; our ability to maintain and improve cost efficiency of operations, including savings from restructuring actions; changes in
foreign
currency
exchange
rates;
changes
in
economic
conditions,
political
conditions,
trade
protection
measures,
licensing
requirements
and tax matters in the foreign countries in which we do business; reliance on third parties for manufacturing of products and provision of
services;  the risk that the future business operations of Affiliated Computer Services, Inc. (“ACS”) will not be successful; the risk that
customer retention and revenue expansion goals for the ACS transaction will not be met; the risk that disruptions from the ACS
transaction will harm relationships with customers, employees and suppliers; and other factors that are set forth in the “Risk Factors”
section,
the
“Legal
Proceedings”
section,
the
“Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations”
section
and
other
sections
of
our
Quarterly
Report
on
Form
10-Q
for
the
quarter
ended
March
31,
2009
and
June
30,
2009
and
our
2008
Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The Company assumes no obligation to update any
forward-looking statements as a result of new information or future events or developments, except as required by law.
Xerox and ACS urge investors and security holders to read the joint proxy statement/prospectus regarding the proposed transaction
when it becomes available because it will contain important information.  You may obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about Xerox and ACS, without charge, at the Securities and
Exchange Commission's (SEC) Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the filings with the
SEC
that
will
be
incorporated
by
reference
in
the
joint
proxy
statement/prospectus
can
also
be
obtained,
when
available,
without
charge,
from
Xerox’s
website,
www.xerox.com,
under
the
heading
“Investor
Relations”
and
then
under
the
heading
“SEC
Filings”.
You
may
also
obtain
these
documents,
without
charge,
from
ACS’s
website,
www.acs-inc.com,
under
the
tab
“Investor
Relations”
and
then
under
the
heading “SEC Filings”.  Information regarding participants or persons who may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction is contained in Xerox's proxy statement for its most recent annual meeting and ACS's proxy
statement
for
its
most
recent
annual
meeting,
both
as
filed
with
the
SEC.
Forward-Looking Statements

3
ACS Acquisition Update
Discussion points:
•
Why we’re taking action now
•
How we planned for this transformative deal
•
Revenue and profit synergies
•
Strategic and financial profile

4
4
A Strategic and Compelling Transaction
The acquisition of ACS is designed to deliver increased and
sustainable shareholder and customer value
Builds on Xerox’s strong financial base and drives value
creation
•
Provides immediate scale and leadership in BPO
•
Increases already strong free cash flow
•
Strengthens annuity based business model
•
Leverages brand strength, global reach and technology
expertise
•
Expands market opportunity
•
Enhances our growth prospects
Growth catalyst that secures Xerox a strong, competitive
future

5
5
A Global, Diversified Leader
Acquisition leverages the strengths of two best-in-class companies to
create a new class of solutions provider
•
$22 billion in revenue
–
$17 billion of recurring revenue
•
Greatly expanded service capabilities
–
$10 billion revenues from services
–
Nearly 50% of total revenue
•
Strong free cash flow will exceed $2 billion a year or 8%+ of annual
revenue
•
Double digit operating margins
•
Expands Xerox’s addressable market four times to over $500 billion,
with an annual 5% growth rate
“Xerox will now have a critical mass of services, accounts, and sales to be a major player in the
lucrative BPO market. The company has also fundamentally repositioned itself in the office
document technology and services industry.”
InfoTrends, October 8, 2009

6
Emerging Market Dynamics
Customers are seeking service providers that offer a full range of solutions
•
Large enterprises demand global capabilities and global account management
•
Lines are blurring between the document infrastructure and business
processes
Industry is already consolidating
•
Traditional competitors are focusing more on services
•
Services competitors are leveraging scale
Mature market has made growth challenging in our traditional business
Future growth opportunity is driven more by services than core technology
business
"With ACS, Xerox becomes a formidable player in the business process segment of outsourcing
services.  The combination establishes a very strong player in transactional or operational BPO.
Xerox
is
propelled
into
the
big
leagues
with
a
robust
network
of
offshore
facilities,
which
should
strengthen its services value proposition measurably.”
Everest Research Institute, September 28, 2009

7
Why Business Processing Outsourcing
BPO largely driven by document-driven work.
Value is in:
•
Automating labor intensive tasks through technology
•
More efficient manual work processes
•
A combination of both
Many industries still very dependent on documents
•
Health care, insurance, financial services, etc.
Largely annuity-based business
•
Long-term contracts provide recurring revenue
Strong, sustainable relevance and value proposition
•
BPO is always about improving productivity, reducing costs
Serves diverse markets, across verticals

8
8
Taking Action Now
Xerox is the industry leader in key growth markets of our existing business
ACS is a best-in-class BPO enterprise
•
Diversified offerings with market leadership
•
Delivering
strong
profitable
growth:
6
percent
growth
in
fiscal
2009
–
New business signings of $1 billion in annual recurring revenue
•
92% of revenue is U.S based; need to scale globally
•
Solid services expertise; need innovation to differentiate offerings
Scaling services differentiates Xerox in marketplace; adds value
to our
technology
Regardless of the strength of our existing business, without a company like ACS,
we will miss the opportunity to exploit the growth potential in this market as a
leading provider of integrated solutions.
"Our
net
assessment
is
this
is
another
bold
and
visionary
move
by
Xerox
that
holds
much
promise
for
the
expanded
company
and
its
combined
customers.
Xerox's
much
larger
size
brings
great
resources for leverage in back-office management, global expansion and R&D.“
IDC, September 28, 2009

9
9
The Planning Process
Began evaluating acquisition targets several years ago
ACS was considered from the outset
Initial focus was on small “bolt-on”
acquisitions in vertical markets
Rigorous review and analysis led us to believe the timing was right to pursue ACS
•
Best option to enhance the key pillars of Xerox’s business
•
Prioritized objectives to include:
–
Expanding market and growth opportunities
–
Strong financial profile
–
Experienced management team to lead effective execution

10
10
Complementary portfolio of offerings; compelling tangible, achievable synergies
•
Strong revenue growth potential
–
Scale
ACS
internationally
through
Xerox
brand
and
global
account
relationships
–
Account-by-account analysis of meaningful new business potential
–
Conservative assumptions on deal opportunities and closure rates
•
Cost synergies provide a solid financial return
–
Line-by-line review to identify specific cost reductions
–
Focus on corporate governance, services delivery, and infrastructure
•
Significant combined cash flow with additional cash benefits over first three years
Tangible and Achievable Synergies
“Xerox has had BPO aspirations for years…With this deal, ACS will bring savvy BPO marketing,
packaging, pricing, deal pursuit and execution to the table, while Xerox's brand and global client
reach should bring strength in the Asia/Pacific region and Europe, where ACS has not established
inroads.”
Gartner Research, October 1, 2009

11
11
Annual Revenue
Annual Pre-tax Profit
Teams
Synergies
Year 1
Year 3
Year 5
Year 1
Year 3
Year 5
Services
Sales
Leverage Xerox brand & combined
relationships for N. America growth
--
250
530
--
15
60
Leverage Xerox global presence for ACS
expansion
--
115
300
--
5
35
Leverage cash flow for continued BPO
expansion
--
325
930
--
40
115
Innovation
Use Xerox technology to automate &
differentiate
--
75
150
5
30
40
Corporate
Governance
Consolidate public co. & governance
structures
--
--
--
55
55
55
Delivery &
Infrastructure
Reduce labor & shared BPO platform costs
--
--
--
25
195
205
Leverage Xerox hardware & ACS services
internally
--
--
--
15
60
90
Total Base Case
--
750+
1,900
100
375+
575+
Total Base Case + Upside
--
1,200
2,900
150
500+
800+
Revenue Synergies
Cost & Expense Synergies
•
$250M+ in additional cash benefits over first 3 years
•
Breakout opportunities not included in Xerox’s synergy cases
Note:  Synergy savings exclude restructuring investments
Estimated Annual Synergies
Estimates assume a  12/31/09 close of the ACS transaction

12
ACS + Xerox:  Strong financial profile
1.4
3.7
$2.8
$3.9
$6.6
$10.5
2009
2.0
2.3
2.7
Total Debt / EBITDA
$4.0
$3.5
$3.2
EBITDA
0.8
$5.5
$5.9
$6.2
Finance Debt
0.6
$2.4
$7.9
2012
$2.1
Core Debt
$2.5
$8.7
2010
0.6
Core Debt / EBITDA
$8.0
Total Debt
(in billions)
2011
9%
11%
10 –
15%
10 –
12%
6 –
8%
Cash Flow from Ops /
Revenue
EPS Growth
Free Cash Flow / Revenue
Operating Margin
Revenue Growth
Capitalization
$(0.3)
$(0.3)
$(0.3)
Dividend Payments
$2.0
$1.0
-
Available Cash
$(0.1)
$(0.8)
$(1.8)
Debt Payments
$(0.7)
$(0.7)
$(0.6)
CAPEX
$3.1
$2.8
$2.6
Cash from Operations
2012
2011
2010
(in billions)
Cash Flow
Steady State Business Model
$0.90 -
$1.00
$0.75 -
$0.85
$0.55 -
$0.65
GAAP EPS
$0.75 -
$0.85
$1.10 -
$1.20
12%
$25B
2012
$24B
$22B
Revenue
10%
2010
$0.95 -
$1.05
Adj. EPS
11%
Operating
Margin
2011
Income Statement
Adjustments include estimates for amortization of intangibles, restructuring
and asset impairment costs and acquisition related costs
Above assumes a $1B cash balance in all periods
Estimates assume a 12/31/09 close of the ACS transaction

13
13
A Compelling Value Proposition
Combines the strengths of best-in-class companies, creates a new class of solutions
provider
Provides customers with a broader suite of business solutions
Strengthens emphasis on cash generation and recurring revenue
Accelerates services-led strategy to provide greater scope, scale, and relevance as a
global BPO competitor
Unites highly complementary organizations
•
Dedicated teams from each company are meeting and setting concrete priorities
•
Plans in place to realize specific synergies identified during due diligence process
Delivers increased and sustainable shareholder and customer value
“The acquisition will deepen Xerox’s channels for managed print services (MPS), infuse R&D and
innovation into ACS customers, and provide more standard offerings for ACS’s business process
outsourcing (BPO) offerings.”
Forrester Research, October 5, 2009