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 the Company and ACS will be submitted to the respective stockholders of the Company and ACS for their consideration. In connection with the proposed merger, the Company will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of the Company and ACS that also constitutes a prospectus of the Company. The Company will mail the joint proxy statement/prospectus to its stockholders. The Company 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 the Company 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 the Company’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”.

The Company, 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 the Company 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 the Company 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 the Company’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 the Company 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’ 2009 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 to Acquire

Affiliated Computer Services

September 28, 2009

Ursula Burns

Chief Executive Officer, Xerox

Larry Zimmerman

Vice Chairman & CFO, Xerox

Lynn Blodgett

President and Chief Executive Officer, ACS

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 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 Xerox’s Quarterly

Report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009, Xerox’s 2008 Annual Report on Form 10-K

and ACS’s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Neither Xerox nor ACS

assume any obligation to update any forward-looking statements as a result of new information or future events or

developments, except as required by law.

Forward-Looking Statements

Xerox to Acquire ACS

•

Compelling financial combination

with strong strategic opportunities

for growth by leveraging:

–

Xerox’s industry-leading

document management, brand

strength, global account

management and R&D

investments.

–

ACS’s industry-leading BPO

capabilities, process automation

competencies and services talent

management.

•

Significant expense and revenue

synergies

Creates a new class of

solutions provider with

leading technology and

expertise in document

and business process

management.

Transaction Overview

Key Transaction Terms

•

Xerox acquires 100% of ACS Class A and Class B common

stock

•

Consideration of approximately 70% stock and 30% cash

•

ACS shareholders will receive 4.935 Xerox shares and $18.60 in

cash for each Class A and Class B share

•

Transaction includes refinancing of $2B of ACS debt

•

Issuing $300M of convertible preferred stock to ACS Class B

shareholder

Approvals and Timing

•

Regulatory and shareholder approval

•

Closing expected in 1Q ‘10

Evolving market demand…

Xerox + ACS: A New Class of Solutions Provider

•

The lines between business

process and document

management are blurring

•

Customers need service providers

with global capabilities offering a

full range of solutions

•

Enterprises will continue to reduce

costs through outsourcing

…requires a new solutions provider

•

World leader in document and

business process management

•

Global delivery network

•

Best-in-class document

technologies and services

•

Leadership centered around the

information needs of the business

process

•

Compelling customer value

through innovative, differentiated

offerings

ACS Today

ACS is the largest worldwide diversified business

process outsourcing company

•

Diversified portfolio of BPO services

•

Vertical focus on education, transportation,

communication, healthcare, federal/ state/ local

government, financial services, manufacturing,

consumer goods and retail

Strong revenue growth and margin performance

through the recession

•

Record business signings, revenue and earnings

in fiscal 2009

Recurring revenue under long-term contracts

Highly-regarded management team

Leverageable

technology platforms

Consistent cash flow generation

Culture of flexibility, responsiveness, reliability and

integrity

Free cash flow

generation ($M)

Revenue and operating margin

($B)

See slide 17 for explanation of non-GAAP measures

Note: ACS

has

June

fiscal

year-end

$5.4

$5.8

$6.2

$6.5

10.6%

10.5%

10.9%

2006

2007

2008

2009

Revenue

Operating

margin

$518

$514

$378

$208

8.4%

7.9%

3.9%

6.6%

2006

2007

2008

2009

FCF

% revenue

The combination of Xerox and ACS yields a strong

financial model

Note:

Combined

Company

pro

forma

basis,

LTM

–

Last

Twelve

Months

See slide 17 for explanation of non-GAAP measures

World leader in document and business process

management

Total Revenue

Annuity Revenue

Services Revenue

Operating Margin

Adjusted EPS CAGR

Free Cash Flow

$22B LTM

~80% total revenue

Accelerated expansion

$10B LTM

Double digit growth

$2B LTM, 8+% of revenue

Complementary Businesses

Xerox LTM 6/30 revenue

ACS FY2009 revenue

U.S.

$14.6B

65%

Europe

$5.6B

25%

Combined

Geographic

Segments

Products/

Services

Segments

BPO

$5.1B

79%

ITO

$1.4B

21%

U.S.

$6.0B

92%

Other

$0.5B

BPO

$6B

27%

Post Sale excl

Services

$8.8B

39%

Equipment

Sales

$4.0B

18%

Post Sale

$12.0B

75%

Equipment

Sales

$4.0B

25%

U.S.

$8.6B

53%

Other

$2.1B

14%

Europe

$5.3B

33%

Significant scale

$22B revenue

Nearly 50% services

Significant

international expansion

opportunities

Significant

cross-selling opportunities

~20% customer overlap

Other

$2.3B

10%

ITO

$1.4B, 6%

MPS

$2.3B

10%

Note: MPS is Managed Print Services

Material Synergies

Expense Synergies

•

Overlapping public company costs

•

Cross-deploy Xerox technology and

ACS’s process expertise to increase

automation and efficiency

Revenue Synergies

•

Penetrate Xerox global accounts with

ACS’s BPO solutions

•

Penetrate ACS ITO accounts with

Managed Print Services offering

•

Use Xerox technology to create new

automated and differentiated BPO

services

•

Year 1 pre-tax cost synergies > $95M

•

$300M to $400M in annualized pre-tax

cost synergies in three years

•

Synergy assumption includes

cumulative $50M to $75M of

restructuring costs over three years

•

Additional cash benefits

–

$250M+ over 3 years

•

Upside revenue synergy potential

significantly higher than cost

synergies

Tangible and Achievable Synergies

A Compelling Financial Profile

•

Enhanced profitability and growth profile

•

Recurring, annuity business model

•

Accelerated margin expansion

•

Strong and consistent revenue and cash flow

Attractive

Financial

Model

Opportunity

for Value

Creation

Strong

Balance

Sheet

•

Significant synergy potential arising from new revenue

opportunities and operating efficiencies

•

Enhancing revenue growth, operating margins, free cash flow and

adjusted earnings in Year 1

•

Committed to maintaining investment grade rating

–

Significant liquidity profile pro forma

–

Approximately $1.0 billion to be financed through combined

company cash and existing revolving credit agreement

–

Approximately $3.0 billion to be financed in capital markets

A Powerful Value Proposition

•

Transformational transaction that creates a new class of solutions

provider

•

Leverages the strengths of two best-in-class companies to create a

global, diversified leader in providing document management and

services

•

Enhances Xerox’s strategic posture and positions the company for

long-term growth, accelerated margin expansion and earnings

appreciation

•

Strong combined management team with commitment to equity

appreciation to drive shareholder value

Supplemental Slides

Xerox Today

Generating strong and consistent cash flow

through a challenging environment

Investing in growth and winning in the

marketplace

Maintaining operating margins in tough

environment through disciplined cost

management

Delivering and maintaining strong balance

sheet

Free

cash

flow

generation

($B)

Revenue

and

operating

margin

($B)

Delivering on commitments

See slide 17 for explanation of non-GAAP measures

$15.7

$15.9

$17.2

$17.6

$16.0

9.6%

10.0%

8.4%

7.4%

9.0%

2005

2006

2007

2008

LTM

Revenue

Operating margin

$1.2

$1.3

$1.5

$1.2

$1.3

8.3%

8.8%

6.9%

8.7%

7.5%

2005

2006

2007

2008

2009E

FCF

% revenue

•

Electronic toll collection

•

Fare payment & collection

•

Commercial carrier solutions

•

Port management solutions

•

Automated motor carrier tax &

regulatory processing

•

Public safety photo

enforcement

•

Traffic & parking management

•

DMV customer care

•

Data center outsourcing

•

Network management services

•

Desktop management & help desk

•

Remote Infrastructure Management

ACS Diverse Service Offerings

Commercial Solutions (~60% Revenue)

Government Solutions (~40% Revenue)

Information Technology Outsourcing

State & Local

Government Healthcare

Transportation Solutions

Commercial Services

Transactional BPO

Commercial ITO

Government Solutions

21%

20%

19%

Federal Solutions

Transportation Solutions

28%

12%

% Total 2009 Revenues by reportable segment

•

Child support payment

processing services

•

IT services

•

Eligibility determination &

case management

•

Electronic benefit transfer

services

•

Government records

management services

•

Unclaimed property services

•

Public safety and justice

systems

•

Tax and revenue systems

•

Medicaid administrative & fiscal

agent solutions

•

Pharmacy benefits management

services

•

Children’s health administration

•

Electronic health records

•

Student loan servicing

•

Healthcare claims processing

•

Electronic payment cards

•

Administrative services

•

Customer care

•

HR consulting: retirement, health &

welfare, strategy, compensation,

talent management

•

HR outsourcing: employee service

center, employee data management,

payroll

•

Total Benefit Outsourcing: record

keeping, self-service portal, customer

care

•

Learning: technology services,

content development, administration

•

Commercial Education: student loan

servicing, student financial aid,

enrollment management

•

Financial Services: processing

services to auto financing & leasing

companies

•

A/P, AR, general accounting, close

process, procurement, treasury &

cash management, expense

reimbursement

Human Capital Management Services

Commercial Ed & Financial Svcs

Finance & Accounting

•

Wireless customer care: customer

acquisitions, device support, loyalty

plans & collections

•

Retail: supply chain efficiency,

inventory management, data

collection

•

Claim processing, billing, payment,

reconciliation

•

Customer care, web-based self service

•

Cost recovery, audit, cost avoidance

•

Consulting solutions

•

Revenue cycle management

•

Analytical care management & workflow

solutions

•

Travel: back office processing,

customer care, on-line check-in

support

•

Transportation & Logistics:

administration, customer care,

marketing, consulting, advertising

•

Mortgage: imaging, processing,

administration

•

Financial: credit card applications &

customer care, lease administration

Communications & Consumer Goods

Healthcare Provider

Travel, Transportation & Logistics

Healthcare Payer & Insurance

Mortgage & Financial Services

A Powerful Combination

Market

Go To

Market

Acquisitions

Xerox

ACS

Combined

$132B Document Technology Market

•

Leader: Hardware Revenue and

MPS

$150B BPO Market and $250B ITO

Market

•

BPO Leader, ITO significant

competence

$500B+ Addressable Market

•

Leader in key segments

•

Enhanced capabilities

50% of Revenues generated from

customers outside U.S.

Xerox brand in top percentile

globally

Over 7,500 direct sales professionals

8% of Revenues from international

clients

43% of employees internationally

based

Significant global presence

•

Respected brand, sales

coverage and expert delivery

Technology

Innovation

Significant R&D resources, $1.5B

combined with Fuji Xerox and

technology innovation heritage

Significant acquired proprietary

technology

Leverage Xerox IP to enable BPO

efficiencies and create new value

Business

Model

$16B LTM Revenue

$3.2B Services Revenue: majority MPS

70%+ Recurring Revenue

Solid expense reduction

Strong and consistent free cash flow

$6.5B Services Revenue

Recurring Revenue: resilient to

economy

Solid top-line growth: 17% CAGR from

‘98

10%+ Operating Margin

Consistent cash flow

$10B Services Revenue: >50% BPO

Stable recurring revenue

Accelerated growth opportunities

Improved operating margin

Strong annuity-driven cash flow

Significant incremental opportunity

Core competency: 90-plus since 1988

Disciplined: 10%+ Operating Margin

Services expansion by verticals

Disciplined approach centered on low

integration risk

Focused on distribution and BPO

verticals

Continued disciplined approach

Expanding BPO capabilities and

distribution

Non-GAAP Measures

Non-GAAP Financial Measures

“Adjusted EPS”:

we believe it will be necessary to adjust diluted earnings per share to exclude the effects of the following items: (1) the amortization

of purchased intangible assets; (2) restructuring and asset impairment charges; and (3) acquisition related costs. Management

believes that excluding the effects of these items will enable investors to better understand and analyze the impact of this

transaction as well as results for a particular period as compared to prior periods. Management also expects to use this non-GAAP

financial measure in its own evaluation of Xerox's performance, particularly when comparing performance to prior periods.

“Free Cash Flow” “Adjusted Free Cash Flow": To better understand the trends in our business, we believe that it is helpful to

adjust cash flows from operations to exclude amounts for capital expenditures including internal use software and certain additions

to intangible assets. Management believes this measure provides investors an additional perspective on cash flows from

operations in excess of amounts required for reinvestments. Free Cash Flow provides a measure of our ability to fund acquisitions,

repay debt, pay dividends and repurchase shares. Additionally, we believe that it is helpful to adjust Free Cash Flow to exclude the

net payments made for the securities-related litigation matter. Management believes that excluding the effects of these payments

helps investors better understand and analyze the current periods’ results given the nature and size of the payments and their

relation to prior period events. A reconciliation of these non-GAAP financial measures and the most directly comparable measures

calculated and presented in accordance with GAAP are set forth on slides 18, 19 and 20.

“Adjusted Operating Margin”:

Operating Margins to exclude restructuring and asset impairment charges, other expenses and a 2008 equipment write off. For

ACS, we excluded the 2006 gain recognized on the sale of a business and the 2007 software impairment charge. Management

believes that excluding the effects of these items helps investors better understand and analyze the results and provides a better

measure of comparability given the discrete nature of these items to their respective periods. A reconciliation of these non-GAAP

financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth

on slides 21 and 22.

Management believes that these non-GAAP financial measures provide an additional means of analyzing the current periods’

results against the corresponding prior periods’ results. However, these non-GAAP financial measures should be viewed in addition

to, and not as a substitute for, Xerox’s reported results prepared in accordance with GAAP.

To better understand the trends in our business and the impact of this transaction post-acquisition,

To better understand the trends in Xerox’s business, we believe that it is helpful to adjust

Pro Forma Adjusted Free Cash Flow Reconciliation

Free Cash Flow and Adjusted Free Cash Flow

Xerox

ACS

Pro-Forma

Combined

(in

millions)

Operating Cash Flow

1,076

877

1,953

Capital expenditures

(155)

(320)

(475)

Internal use software

(125)

Additions to other intangible assets

(43)

Free Cash Flow

796

514

1,310

Payments for securities litigation, net

643

Adjusted Free Cash Flow

1,439

514

1,953

Year Ended June 30, 2009

Xerox Adjusted Free Cash Flow Reconciliation

Xerox Adjusted Free Cash Flow

2005

2006

2007

2008

(in millions)

Operating Cash Flow -

As Reported

1,420

1,617

1,871

939

Payments for securities litigation, net

615

Operating Cash Flow -

As Adjusted

1,420

1,617

1,871

1,554

Capital expenditures

(181)

(215)

(236)

(206)

Internal use software

(56)

(79)

(123)

(129)

Adjusted Free Cash Flow

1,183

1,323

1,512

1,219

Total Revenues

15,701

15,895

17,228

17,608

Operating Cash Flow % of Revenue

9.0%

10.2%

10.9%

5.3%

Adjusted Free Cash Flow % of Revenue

7.5%

8.3%

8.8%

6.9%

Year Ended December 31,

ACS Adjusted Free Cash Flow Reconciliation

ACS Free Cash Flow

2006

2007

2008

2009

(in millions)

Operating Cash Flow

639

738

827

877

Capital expenditures

(395)

(317)

(268)

(320)

Additions to other intangible assets

(36)

(43)

(41)

(43)

Free Cash Flow

208

378

518

514

Total Revenues

5,354

5,772

6,161

6,523

Operating Cash Flow % of Revenue

11.9%

12.8%

13.4%

Free Cash Flow % of Revenue

3.9%

6.6%

8.4%

7.9%

Year Ended June 30,

Xerox Adjusted Operating Margin Reconciliation

Year Ended

Xerox Adjusted Operating Margin

2005

2006

2007

2008

June 30, 2009

(in millions)

Income before Income Taxes and

Equity Income (Pre-Tax Income)

830

808

1,438

(114)

416

Restructuring and asset impairment charges

366

385

(6)

429

360

Other expenses, net

224

336

295

1,122

371

Equipment write-off

Pre-Tax Income -

As Adjusted

1,420

1,529

1,727

1,476

1,186

Total Revenues

15,701

15,895

17,228

17,608

16,025

Pre-Tax

Income

Margin

Reported

5.3%

5.1%

8.3%

(0.6%)

2.6%

Pre-Tax

Income

Margin

Adjusted

9.0%

9.6%

10.0%

8.4%

7.4%

Year Ended December 31,

ACS Adjusted Operating Margin Reconciliation

ACS Adjusted Operating Margin

2006

2007

(in millions)

Operating

Income

Reported

617

537

Gain on sale of business

(33)

Software impairment charge

Operating

Income

Adjusted

584

613

Total Revenues

5,354

5,772

Operating

Margin

Reported

11.5%

9.3%

Operating

Margin

Adjusted

10.9%

10.6%

Year Ended June 30,

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

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 the 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.

Rule 425 Statement

charge, from ACS’s website, www.acs-inc.com, under the tab “Investor Relations”

and then under the heading “SEC Filings”.