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’ 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.

Investor Relations

Xerox Acquisition of

Affiliated Computer Services

2

Forward-Looking Statements

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.

3

•

Executive summary

•

Combination overview

•

Financial impact

Agenda

4

•

Executive summary

•

Combination overview

•

Financial impact

Agenda

5

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.

6

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

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

•

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

Evolving market demand…

…requires a new solutions provider

7

8

The combination of Xerox and ACS yields a strong

financial model

Note:

Combined

Company

on

a

pro

forma

basis,

LTM –

Last Twelve Months

¹

See slide 29 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

1

1

9

Experienced and Deep Management Team

•

Ursula Burns

Chief Executive Officer

•

Lawrence Zimmerman

Vice Chairman and Chief Financial Officer

•

James Firestone

Corp. Executive Vice President and President,

Corporate Operations

•

Willem Appelo

Corp. Senior Vice President and President, Xerox

Global Business and Services Group

•

Stephen Cronin

Corp. Senior Vice President and President, Xerox

Global Services

•

Don Liu

Corp. Senior Vice President and General Counsel

•

Lynn Blodgett

President and Chief Executive Officer

•

Kevin Kyser

Executive Vice President and Chief Financial

Officer

•

Tom Burlin

Executive Vice President and Chief Operating

Officer

•

Tom Blodgett

Executive Vice President and Chief Operating

Officer

•

John Rexford

Executive Vice President, Corporate Development

•

Lora Villarreal

Executive Vice President and Chief People Officer

•

Tas

Panos

Executive Vice President and General Counsel

Xerox

ACS

10

A Powerful Shareholder 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

11

•

Executive summary

•

Combination overview

•

Financial impact

Agenda

12

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

Delivering on commitments

¹

See slide 29 for explanation of non-GAAP measures

1

$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

Free cash flow

¹

generation ($B)

Revenue

and

operating

margin

¹

($B)

13

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

¹

generation ($M)

Revenue

and

operating

margin

¹

($B)

¹

See slide 29 for explanation of non-GAAP measures

Note:

ACS

has

a

June

30

fiscal

year

end

$5.4

$5.8

$6.2

$6.5

10.6%

10.5%

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

th

14

ACS Commercial Services

FY2009 Revenue

Revenue

Business

Process

Solutions

$1.2B

32%

Enterprise

Solutions &

Services

$1.3B

33%

IT

Solutions

$1.4B

35%

Operating margins

Enterprise

Solutions &

Services

IT Solutions

Business

Process

Solutions

Q4FY09 Total Revenue Growth¹: 5%

Q4FY09 Internal Revenue Growth: 2%

$ millions

¹

Excluding divestitures: see slide 29 for explanation of non-GAAP measures

•

Complete service suites for customers

•

Focus on human capital management

solutions, finance and accounting and

education markets

•

Comprehensive IT outsourcing services

•

Focus on data centers, managed

services, network services outsourcing

•

Remote infrastructure management

•

ACS leverages technology platforms

and process management expertise to

enable businesses to increase

productivity

$970

$974

$1,013

Q4FY08

Q3FY09

Q4FY09

9.8%

11.1%

11.0%

Q4FY08

Q3FY09

Q4FY09

15

ACS Government Solutions

FY2009 Revenue

Revenue

Government

Solutions

$1.8B

70%

Transportation

Solutions

$0.8B

30%

Operating margins

Government

Solutions

Transportation

Solutions

Q4FY09 Total Revenue Growth¹: 7%

Q4FY09 Internal Revenue Growth: 5%

$ millions

¹

Excluding divestitures: see slide 29 for explanation of non-GAAP measures

$644

$637

$683

Q4FY08

Q3FY09

Q4FY09

17.7%

15.3%

14.8%

Q4FY08

Q3FY09

Q4FY09

•

ACS provides a wide range of BPO

services  to local, state and federal

agencies

•

Services include: Child support solutions,

Medicaid fiscal agent services, electronic

benefits transfer, student loan processing

and many others

•

Electronic Toll Collection (ETC)

•

Commercial Vehicle Operations

•

Motor Vehicle Services

•

Photo Enforcement, Violations Processing

•

Public Transport

16

Significantly Expanded Market Opportunity

Source:  IDC, Gartner and Xerox Internal Analysis

Current

Xerox Market

BPO

Market

ITO

Market

Combined

Addressable Market

$250B

~6% CAGR

$150B

~5 to 10% CAGR

$132B

~4% CAGR

$500B+

>6% CAGR

Office:

distribution

expansion, color transition,

services growth

Production:

•

Infrastructure optimization

•

Global scale and

efficiencies

•

Market

leader:

Xerox

Leverage

technology

services

and

process

expertise

across

vertical

markets

Consolidating a

fragmented industry

Expand service offerings

with proven innovative

solutions

Market leader:  ACS

Leverage IT

infrastructure to deliver:

Differentiated BPO

solutions

Document

Management

Services

Share leader across

core markets

Addressable market

expanded by over 4x

Enhanced growth profile

Ability to leverage core

strengths of each

company into new

opportunities

digital

17

A Powerful Combination

Combined

Market

Opportunity

•

Winning in a $132B Document

Technology Market

•

Leading BPO and IT Services

company winning in a large and

growing BPO / ITO market

•

Poised to capture incremental

share of a $500B+ market with

leadership in key segments and

best-in-class capabilities

Go To

Market

•

Leveraging a large and global

direct sales force of over 7,500

and world-class Brand

•

Leveraging deep vertical and

horizontal expertise with

expanding global delivery

platform

•

Global player with scale,

brand, sales coverage and

global delivery platform

Technology

•

Heritage of innovation and

commitment to investment –

R&D resources of $1.5B

annually

•

Proven ability to leverage

technology to enhance BPO

capabilities

•

Leverage Xerox technology to

deliver enhanced BPO services

providing more value and

advantage to customers

Business

Model

•

Recurring revenue based on

long-term contracts and high

customer retention

•

Strong organic growth and

recurring revenue based on

long-term contracts and high

customer retention

•

Complementary business modes

with stable recurring revenue and

strong annuity driven cash flow

Customers

•

Loyal and global customer

base with over 47% of revenue

generated outside the U.S.

•

Loyal and entrenched customer

base, primarily in the U.S.

•

Huge, entrenched customer

base with very little overlap

18

Complementary Businesses

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

8%

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%

Scale

$22B revenue

Nearly 50% services

International expansion

opportunities

Cross-selling opportunities

~20% customer overlap

Other

$2.3B

10%

ITO

$1.4B, 6%

MPS

$2.3B

10%

(LTM Revenue, in Billions)

Note:

MPS

is

Managed

Print

Services

19

Material Synergies

Expense Synergies

•

Overlapping public company costs

•

Cross-deploy Xerox technology and

ACS’

process expertise to increase

automation and efficiency

Revenue Synergies

•

Penetrate Xerox global accounts with

ACS’

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

20

Implementation Plan and Priorities

Phase 0

4Q 2009

Phase 1

1H 2010

Phase 2

2H 2010

and Beyond

Cost Savings

Go To Market

Technology Innovation

Detailed, phased plans in place for each synergy area

Operational Objectives

Guiding Principles

•

Organizationally manage ACS

as an end-to-end business

•

Minimize organizational

disruption

•

Support office established to

drive synergy opportunities

•

Xerox BPO integrated into ACS

•

Xerox Account General

Management leveraged to drive

sales

21

Powerful Expense Synergies

Opportunity

Enable better Xerox

cost efficiency

Enable better ACS

cost efficiency

Create a more efficient

corporate structure

•

Deploy Xerox IP and

technology to gain

efficiencies in ACS BPO

–

Equipment

–

Workflow tools

–

Document

management

•

Integrate ACS’s

corporate structure into

Xerox

–

Eliminate overlap

–

Create process and

infrastructure

efficiencies

•

Leverage Xerox’s

procurement practices

at

ACS

Powerful incremental cost opportunities

Combination benefits

•

Apply ACS

methodologies to Xerox

–

ACS expertise and a

heritage of

successful

implementation

•

Leverage ACS global

delivery platform,

including offshore

capabilities and BPO

centers

22

Powerful Revenue Opportunities

Opportunity

Solutions

examples

•

Leverage Xerox’s global client

base and account management

infrastructure to drive sales of

ACS solutions

•

Targeting opportunities across

verticals and geographies

Introduce expanded

offerings to Xerox’s accounts

Introduce expanded offerings

to ACS ITO & BPO accounts

Create new ACS capabilities

with Xerox IP and

technology

•

Leverage ACS’s existing ITO

customers to pull Xerox services

and solutions

•

Extends ACS ITO from computing

infrastructure to print

infrastructure

•

Apply Xerox’s IP and technology

to enhance ACS BPO for

improved value propositions

•

Potential new joint offerings

•

ACS Healthcare Payer & Provider

Solutions

•

Finance & Accounting Solutions

•

Customer Care Solutions

•

Human Resources Outsourcing

•

Mortgage and Financial Services

•

Government Solutions

•

Managed Print Services

(successful strategy with current

Xerox ITO partners)

•

Expand ACS infrastructure

outsourcing from computing to

print infrastructure

•

Document Production and

Publishing solutions

•

Xerox Litigation Services

Powerful incremental revenue opportunities

Transformational

opportunities

•

Automated Traffic Management

Xerox image processing

ACS traffic management

•

Immigration Processing

Xerox Smarter Documents

ACS U.S. entry processing

•

Advanced Healthcare Processing

Xerox Smarter Documents

ACS healthcare claim processing

23

•

Executive summary

•

Combination overview

•

Financial impact

Agenda

24

•

Technology leadership

•

Ability to drive cost

efficiencies to balance gross

profit / expense

•

Accretive acquisitions

•

+ 70% recurring revenue

•

Driven by:

•

Equipment installs

•

MIF, pages and color

•

Services

•

Consistent cash flow from

operations

•

Driven by recurring revenue

•

Modest capital investment

•

Focus on returning capital to

shareholders

Xerox’s key pillars will be enhanced by the core

elements of ACS’s business model

•

+ 85% recurring revenue

•

Strong organic growth profile

•

Driven by:

•

BPO leadership

•

Long-term contracts

•

Diversity of businesses,

clients, and markets

served

•

Highly cash flow generative

•

Annuity model results in

stable cash flow profile

•

Accretive to Xerox

standalone cash flow

•

Global delivery capabilities

with strong offshore

presence

•

Expertise in applying

proprietary technologies to

business processes

•

Process expertise to drive

efficiencies

•

Acquisition core competency

Annuity Model

Expanded Earnings

Cash Generation

25

Enhanced Pro Forma Operating Metrics

•

$22B+ revenue with strong growth prospects

•

Nearly 50% of revenues from services

•

Improved operating margin leverage -

accelerates return to 10%+

•

Strong operating and free cash flow

Revenue

Operating Margin

Free Cash Flow

(LTM Revenue, in Millions)

$16,025

$22,548

Xerox

Pro Forma

7.4%

8.3%

Xerox

¹

Pro Forma

$1,439

$1,953

Xerox

¹

Pro Forma

¹

Note:  Pro forma figures represent the sum of Xerox and ACS’s results and do not make any other adjustments for synergies or otherwise

¹

See slide 29 for explanation of non-GAAP measures

26

Strong Balance Sheet and Liquidity Profile

Liquidity

•

Maintains significant liquidity with

cash on hand and revolver capacity

–

$2.6B of revolver capacity plus

cash on hand

•

Significant debt reduction with

strong free cash flow

•

Commitment to investment grade

Debt

$3.0

$2.6

$ billions

Note: Pro forma reflects the estimated effects of the acquisition on cash and debt as of 6/30/09

$ billions

$1.2

$1.2

$1.4

$1.8

Standalone

Pro Forma

Cash

Undrawn revolving credit facility

$8.0

$11.6

$1.4

$5.0

Standalone

Pro Forma

Debt

Core debt

27

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

28

Non-GAAP Measures

29

Non-GAAP Financial Measures

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

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 30, 31 and 32.

To better understand the trends in Xerox’s business, we believe that it is helpful to adjust 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 33 and 34.

To better understand the trends in the ACS business, we believe that it is helpful to adjust revenues to exclude

amounts related to businesses that were subsequently divested.  Management believes that these divested businesses are not strategic to the

ongoing operations and excluding these revenues will enable investors to better analyze results for a particular period and the performance of our

continuing operations.  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 slide 35.

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.

“Adjusted EPS":

“Free Cash Flow”

“Adjusted Free Cash Flow":

“Adjusted Operating Margin”:

“Adjusted Revenue Growth”:

30

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)

-

(125)

Additions to other intangible assets

-

(43)

(43)

Free Cash Flow

796

$                         

514

$                         

1,310

$                      

Payments for securities litigation, net

643

-

643

Adjusted Free Cash Flow

1,439

$                      

514

$                         

1,953

$                      

Year Ended June 30, 2009

31

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,

32

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%

13.4%

Free Cash Flow % of Revenue

3.9%

6.6%

8.4%

7.9%

Year Ended June 30,

33

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

-

-

-

39

39

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 -

As Reported

5.3%

5.1%

8.3%

(0.6%)

2.6%

Pre-Tax Income Margin -

As Adjusted

9.0%

9.6%

10.0%

8.4%

7.4%

Year Ended December 31,

34

ACS Adjusted Operating Margin Reconciliation

ACS Adjusted Operating Margin

2006

2007

(in millions)

Operating Income -

As Reported

617

$              

537

$              

Gain on sale of business

(33)

-

Software impairment charge

-

76

Operating Income -

As Adjusted

584

$              

613

$              

Total Revenues

5,354

$          

5,772

$          

Operating Margin -

As Reported

11.5%

9.3%

Operating Margin -

As Adjusted

10.9%

10.6%

Year Ended June 30,

35

ACS Adjusted Revenue Growth

ACS Internal and Adjusted Revenue Growth by Segment Reconciliation

Internal and Adjusted Revenue Growth

June 30, 2008

June 30, 2009

% Growth

(in millions)

Total Commercial Revenue -

As Reported

970

$                         

1,013

$                      

4%

Divested revenues

(5)

-

Total Commercial Revenue -

As Adjusted

965

1,013

5%

Acquired revenues

(3)

(34)

Internal Commercial Services Revenue

962

$                         

979

$                         

2%

Total

Government

Revenue

-

As

Reported

644

$                         

683

$                         

6%

Divested revenues

(4)

-

Total

Government

Revenues

-

As

Adjusted

640

683

7%

Acquired revenues

(4)

(13)

Internal Government Solutions Revenue

636

$                         

670

$                         

5%

Three Months Ended

36

Rule 425 Statement

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 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.