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


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 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 Xeroxs 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 ACSs 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


3
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.


4
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


5
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


6
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 17 for explanation of non-GAAP measures
Note:  ACS
has
a
June
30
th
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


7
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 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
1
Free Cash Flow
1
$22B LTM
~80% total revenue
Accelerated expansion
$10B LTM
Double digit growth
$2B LTM, 8+% of revenue


8
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
8%
BPO
$6B
27%
Post Sale excl
Services
$8.8B
39%
Equipment
Sales
$4.0B
18%
1
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


9
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
9


10
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


11
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


13
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
1
generation
($B)
Revenue
and
operating
margin
1
($B)
Delivering on commitments
¹
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


14
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


15
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


17
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


18
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


19
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,


20
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,


21
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,


22
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,


23
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 SECs
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 Xeroxs executive officers and
directors in its definitive proxy statement filed with the SEC on April 6, 2009.  You can find information about ACSs 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.


24