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.
ACS in Europe
Expertise in action A C S
Your operations partner
A Fortune 500 company. Clients in 100 countries. More than 60,000 people ready to serve you.
Reliable
You entrust your most valuable assets to us – people, information and customers – so reliability is expected of us. It underpins everything we do.
Flexible
We are in the business of change. You need us to move with you – carefully, thoughtfully and smoothly – because nothing ever stays the same for long.
Responsive
Our ability to respond readily and appropriately to challenge is critical to being seen as a business partner, rather than just another supplier.
With integrity
Integrity is the foundation of all that we do. It enables the trust that we earn from you and completes your relationship with us.
Contents
Who we are 2 ACS in Europe 3 Enterprise solutions 4 Industry specific services 6 ACS in action 8 Our data and service centres in Europe 10 ACS scope of services in Europe 12 ACS companies 13 Contact us 14 1
Who we are
ACS is one of the world’s leading business services firms. We provide business process outsourcing and information technology solutions to world-class commercial and government clients. ACS is a global Fortune 500 company with more than 60,000 people supporting client operations in more than 100 countries.
Our client focus and commitment to operational excellence results in an increase in quality and productivity, combined with a reduction in costs for our customers. We call this Expertise in Action™. 2
ACS in Europe
ACS is proud to serve clients in Europe across many industries, including manufacturing, healthcare, financial services and transportation.
Some of our achievements in Europe include:
Fare collection and parking solutions for a number of
European cities, including Paris,
Lyon, Toulouse, Warsaw, Zurich,
Jerusalem and Riga.
Ticket imaging processes for Air France, reducing ticket imaging time from six days to 48 hours.
Processing six million invoices per year for General Electric, totalling $50 billion payable in 47 currencies.
Shortening an international package shipper’s billing cycle from 20 days to six.
Saving a leading manufacturer more than $35 million annually and reducing invoice processing costs by 76 percent.
Running a shared service centre, in 15 languages, offering end-to-end finance, accounting and
HR services for a leading motor manufacturer.
Providing seamless technical expertise, support and infrastructure services to a leading global airline. And helping the client to roll out a new maintenance system - the largest SAP implementation in
Europe.
If you would like to read more about how we support our clients see page 8 or look for our case stories on www.acs-inc.com.
3
Enterprise solutions
Businesses are becoming ever more diversified but they all still share one thing in common: the desire to be productive, efficient and profitable. This can be a difficult task in today’s highly competitive and ever-changing marketplace, as organisations are continually challenged with reduced resources and dwindling budgets. ACS can help manage many of the non-strategic business processes, instantly providing increased value and a competitive advantage that can reduce the cost of doing business.
We serve clients in the following areas across all industry sectors:
Customer care
Delivering a dependably positive customer experience is vital to many businesses. Success relies on customer support functions being performed by professionals who know and understand the needs of the customer. ACS has many years of experience in supplying such services to their clients, thus providing them with higher productivity, greater efficiency and improved customer retention.
Document and data management
One of the biggest challenges facing businesses today is the management of valuable documents and data. Complicating the issue is the exponential growth of unstructured digital data such as emails, web content, images and even video content. Effective management of these documents and data sources is key for any organisation to achieve optimum efficiency and productivity. ACS has the expertise necessary to make this a painless process for your organisation.
Finance and accounting
In today’s marketplace, organisations must cut costs and create new streams of revenue to thrive. By outsourcing some or all of their finance and accounting operations, organisations are able to save money, substantially improve service levels and marshal resources toward initiatives that generate profitable growth. ACS can help manage a broad spectrum of finance and accounting services, including: accounts payable; accounts receivable; billing and collections; general accounting; tax management; treasury and risk. By doing this, we provide companies with the means to increase efficiency and gain an operational advantage over their competitors.
Human capital management
Top-performing businesses understand that the talented individuals they employ offer them an important edge both competitively and economically, particularly given the pressure on organisations to deliver more with fewer resources. ACS can help to ensure that the right people are in the right position to provide maximum results, allowing your company to achieve its business goals while adding value to the organisation. Whether you’re looking to service your current workforce, prepare for future growth or analyse employee efficiency, ACS has the proprietary tools, processes and people in place to deliver results.
Industry specific services
For more than 35 years, ACS has helped businesses and governments improve operations to better serve their people and their customers. We provide flexible, reliable solutions wherever they are needed - from hospitals to motorways and from multinational banks to major airlines.
In addition to our range of enterprise solutions we offer many industry specific services, for example:
Central government
Central governments worldwide face a wide variety of challenges, but they all share one goal — to efficiently and effectively serve their constituencies. With a solid understanding of government operations and emerging service trends, we can enable transformation by putting technology and operations expertise into action to help our clients to keep pace with society’s rapidly changing needs.
By working with ACS, governments can transform the way that they serve individuals and their communities now and in the future.
Financial services
The financial services industry is a highly volatile marketplace. No longer is there a distinct boundary around financial services. Businesses are becoming one-stop shops for many financial needs. By outsourcing technology-enabled business processes to ACS, our clients can improve flexibility, lower costs, improve quality, increase accuracy and enhance overall service levels. We support many financial services clients with loan processing, insurance claims processing and mortgage industry payment processing.
Healthcare
Government health programmes and healthcare providers are facing tremendous challenges: the skyrocketing cost of care, the growing number of recipients and concerns about access to quality. Improving administration will reduce costs and inefficiencies. Yet the focus must include solutions that provide both administrative efficiency and improve the overall health of populations in need.
ACS has a strong history of delivering efficient and cost-effective administrative systems and innovative business processes, so less money goes toward administering the programme and more goes toward healthcare services for patients.
Manufacturing
Leading manufacturers of everything from cars, tyres and sporting goods to computers, lighting and home appliances trust ACS to provide business process outsourcing services. These clients also turn to our proven technology architectures to host key applications, including many web-based and customer-facing systems. As a world-class business partner, typical ACS results for manufacturers include improved customer service, better inventory management, compression of the order-to-cash cycle, increased speed to market and enhanced product quality on a global basis.
Transportation
ACS offers transport infrastructure operators a complete range of products and systems for fare collection and parking solutions. A high service level optimises revenue intake, while user-friendly tools enhance the experience for the wider public.
Mass transit operators all over the world rely on ACS. Our systems and services run more than 150,000 pieces of equipment, including automated ticket vending machines, booking office machines, portable inspector terminals and access gates. This enables some 50 million passengers a day to use bus services, underground railways, tolls, car parks and trains, worldwide. 6
ACS in action
Our depth of experience and breadth of capabilities gives clients the flexibility and scalability to align both human and capital resources with business strategy.
ACS manages a client’s business operations – no matter what platform or process – with a global infrastructure and experienced field staff to ensure reliability, cost savings, improved performance, business continuity and ongoing innovation. Here are some examples of our expertise in action across Europe.
Air France: ticketing processes
ACS has dramatically enhanced the accuracy of Air France’s data management and revenue accounting process.
Air France knew an in-house data management environment was not a viable option. Yet it wanted its
paper-based tickets converted into an electronic format accessible within 48 hours from anywhere in the world. It was critical that their revenue accounting personnel be able to view and manipulate data quickly and have easy access to real time report data.
Air France partnered with ACS to convert its paper tickets to electronic images and process passenger revenue accounts. ACS also manages the invoice process and reconciles paper and electronic documents to be billed to other airlines.
travel-BA.Sys: back office support
travel-BA.Sys, a subsidiary of TUI, is Europe’s leading back office and financial system supplier for the travel industry. Its services include data aggregation, data warehousing and the provision of reservation platforms to travel agencies. An ACS company, sds business services, is supporting travel-BA.Sys by providing
mainframe and middleware support, SAP R/3 database administration, mid office solutions and reservation platforms as well as data storage and archiving. It handles more than 1 million transactions per day, supports more than 250 interfaces to external data suppliers and services 1,400 legal entities.
“sds is providing outstanding services and supports travel-BA.Sys’s rapid growth strategy in a highly critical market,” says Ingo Brandes, managing director travel-BA.Sys.
Government of Malta: healthcare
ACS manages a seven-year, $21 million contract with the Government of Malta to improve the delivery of healthcare to patients through an integrated health information system.
“This is another milestone reached by the government in its endeavour to give the
Maltese people the best in healthcare,” says Frank Mifsud, permanent secretary in the Ministry of Health, the Elderly and Community Care.
ACS provides the hardware, software and expertise needed to maintain laboratory information systems, radiology
information systems, picture archiving, and communications systems. The agreement also supplies healthcare professionals with the latest in healthcare technology, meeting and exceeding standards elsewhere in the world.
City of Lyon: public transport
Fare-dodging was costing the public transport system in Lyon, France, nearly 20 percent of its annual revenue. The greater Lyon transport authority needed to change how it collected fares and improve the data it gathered about passenger journeys.
ACS offered an adaptable system that provides instant travel data. New system additions include gate control systems at all city metro stations, use of smart card technologies for maximum system flexibility and the development of a ticket that allows commuters to use of all forms
of public transport.
Now Lyon is realising more revenue from its public transportation system while gathering useful consumer data to help it improve the service.
Société Générale: employee engagement
Société Générale is one of the largest financial services groups in Europe. Its corporate and investment bank (SGCIB) is one the group’s fastest-moving businesses, operating in 45 countries and employing more than 10,000 people. When SGCIB wanted to improve its
employee communication across the globe, by giving all employees online access to their compensation and benefit plans, it worked with ACS.
Buck Consulting, an ACS company, worked with SGCIB to design and
implement total reward statements at all the bank’s global locations. The project included a new global total compensation brand as well as a method of valuing total compensation items and all the associated technical decisions.
General Motors: finance and accounting
ACS is working with General Motors to unify its many different finance and accounting operations from across the globe into a financial shared services centre to manage the business strategically, improve services and reduce costs.
“ACS has become an integral part of the General Motors team by providing a broad range of finance and accounting services. They have a strong understanding of our business, our culture and the way we operate. That is
why General Motors works with ACS in so many critical capacities today,” says Delle ZurSchmiede, executive director financial shared services, General Motors. 9
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Our data and service centres in Europe
ACS prides itself on reliable services and great client relationships founded on Germany Ireland Poland UK long term integrity and mutual respect. Our European data and service centres The use of outsourcing in Germany ACS in Ireland was the launch pad for The ACS centre in Krakow Business Park With outsourcing well established in continues to grow. Its use as a strategic our ITO and HR services in Europe is a multi-service centre that provides the UK, domestic and multinational serve national and global organisations which entrust their business functions and today supports clients globally. finance, accounting, human resources businesses can enjoy high levels of business enabler is not driven by to us and on whose behalf we deliver 24 hours a day. Our European capability mega-deals but by a number of smaller, We manage a state-of-the-art facility and IT services thanks to our highly access to core business services, either provides the depth of linguistic skill and cultural understanding that is favoured at the Cork Airport Business Park skilled, multilingual workers. on or off-shore. selective outsourcing arrangements and host an international data centre by many organisations. and the takeover of captive IT service We selected Krakow after a thorough Our diverse facilities in the UK serve in Dublin. These locations are part of companies. This unique situation allows our “Follow the Sun” network, which analysis of all the options because clients locally and in over 40 countries. Europe is a vital component of our global network of specialised service domestic and multinational businesses provides continuous 24-7 support to of its strategic location, large and In addition, ACS ITO UK and Buck centres. Each centre enables us to share best practice and provides economies access to excellent services and a fast more than 20 multinational clients. The growing economy and human resources Consulting, an ACS company, give of scale for the benefit of multiple clients. We operate state-of-the-art BPO and market entry. services offered include data backup potential ACS Poland is now home to . us tremendous additional delivery and storage, physical and network approximately 100 employees supporting capability in human resources and IT. ITO facilities in France, Germany, Ireland, Netherlands, Poland, Spain and the Our acquisition of the leading IT security, disaster recovery and business clients in automotive, manufacturing, Buck Consulting helps our clients services firm sds business services continuity. Ireland has the highest pharmaceuticals and retail.
United Kingdom. to solve complex HR issues such allows ACS to offer unparalleled local proportion of science graduates of any ACS also provides the city of Warsaw with as building an innovative workforce,
We also have offices in Belgium, Italy and Switzerland and are available through delivery of IT services across central EU member state and thus provides a its fare collection and parking solutions. improving the performance of HR, Europe, including Germany, Switzerland rich pool of highly skilled talent. our wholly-owned businesses such as Buck Consulting, sds business services, managing the cost of human capital and Austria. Our advanced facilities and Netherlands Spain and complying with regulatory and
ACS ITO UK and the ACS Transport Services Group. For a list of ACS services infrastructure in Mulheim an der Ruhr Spain is a great destination for the legislative mandates. ACS ITO UK ACS in Amsterdam provides a range of and locations please refer to the final pages of this brochure. enable us to provide European and outsourced business services of broadens our ITO capability through two
BPO and ITO services to government international clients with multi-scope IT domestic and multinational businesses additional data centres. and commercial clients, including services on a global scale. sds business alike. A talented, multilingual labour France the city of Den Haag. Our services services is also an SAP hosting partner, force, highly competitive costs and ACS employs ACS business outsourcing helps public ACS is already active in many include data centre hosting and human excellent communications means that more than 700 sector and commercial organisations industries, including manufacturing, offering smaller and medium-sized resource consulting services, which are Spain is enjoying a surge in outsourcing specialists and businesses economically attractive provided through Buck Consulting. Our in France drive down operational costs healthcare, transportation and retail. interest both on and offshore. consultants solutions. Our presence in Germany is world-class data centre near Schiphol while offering a range of additional All this is made possible through our across the UK. underpinned by 200 ACS specialists. airport serves large IT operations across ACS has been operating in Spain since benefits such as access to new skills, 400 highly skilled and very talented continental Europe. It hosts distributed 2002 Our flagship BPO delivery centre . streamlined finance and accounting specialists across France Indeed, we . platforms as well as midrange and is located on the outskirts of Barcelona. processes and best-of-breed services. are visibly active in Amiens, Avignon, mainframe computers. Our clients The multilingual capability of this We also provide greater innovation Lille, Lyon, Marseille, Metz, Nancy, Nice, operate in a range of sectors, including facility allows us to deliver high quality, and better speed-to-market for new Paris, Rennes, Toulouse and Valence, banking, pharmaceutical, retail and cost effective services for the finance, products and services. Both domestic which all use our fare collection and local government. accounting and human resources and multinational organisations based in parking solutions. ACS also provides functions for our multinational clients
France are now taking advantage of this commercial solutions for global across 16 European countries. change. manufacturing companies like Motorola. In Spain we employ more than 600 staff from 38 countries who work in 15 languages. 11
ACS scope of services in Europe ACS companies
IT outsourcing Healthcare Through acquisition we now have access to the expertise of the following
Desk top management organisations:
Managed storage Systems integration and advisory services:
Midrange server outsourcing Patient administration systems Buck Consulting sds business services GmbH
Network outsourcing Electronic medical records Buck Consulting specialises in sds specialises in fully outsourced
Remote infrastructure management Departmental systems retirement services, health and data centre and infrastructure services,
Utility computing welfare programmes, human resource including application hosting, system
Clinical adoption and engagement management, compensation design and IT consulting. Additionally,
Business and clinical process
Human capital management strategy and effective employee it has broad expertise in SAP and is improvement
Compensation communications. an authorised SAP hosting partner It .
Managed healthcare operations: currently hosts more than 5,000 users
Consulting
Administrative and financial on the central hotline and runs 2,500 IT
Defined benefit
Defined contribution management solutions workplaces.
Electronic health records and health ACS ITO UK
Employee development information exchange
Employee service centre Care and disease management ACS ITO UK, acquired from Syan, has four UK facilities, providing
Global mobility
Health and welfare Pharmacy benefit management high-specification data centres with
HR infrastructure systems Fraud and abuse protection a particular emphasis on information
Health information analytics security to ISO 27001 standards. It
Learning services specialises in providing IT outsourcing
Payroll Transportation and managed services such as server
Performance management Fare collection hosting and management, desktop
Staffing and recruiting Electronic toll collection lifecycle management, call centre services, application management and
Transformation services Airport and urban parking solutions business continuity. ACS ITO UK is a
Automated traffic enforcement premier IBM business partner.
Finance and accounting (red light and speed cameras)
Strategic advisory services Transport Solutions Group
Order to cash The Transport Solutions Group,
Procure to pay acquired from Ascom AG, provides
Record to report fare collection and parking systems for airports, municipal authorities, hospitals
Employee payments and parking lots as well as highway
Treasury and cash management tolls across Europe.
Contact us
For general enquiries: Germany Spain Fare collection:
ACS EMEA Headquarters Enterprise solutions: Service centre: ACS Solutions Switzerland Affiliated Computer Services GmbH sds business services GmbH ACS Spain Frankenstrasse 70 Schaffhauserstr. 104 Stinnes-Platz 1 Edificio Cristal, Sector Baricentro 3018 Bern-Bumpliz 8152 Glattbrugg 45472 Mulheim an der Ruhr Carretera N-150, km 6.7 Switzerland Switzerland Germany 08210 Barbera del Valles Phone: +41 31 999 61 11 Phone: +41 43 211 53 84 Phone: +49 208 494-0 Phone: +34 93 745 88 00 Fax: +41 31 999 64 05 Fax: +41 43 211 53 89 Fax: +49 208 494-927384 Email: info.spain@acs-inc.com UK
Email: info.emea@acs-inc.com Email: info@sds-bs.de
Job opportunities: Switzerland Enterprise solutions:
Email: careers.emea@acs-inc.com Ireland International parking: ACS United Kingdom
Enterprise solutions: ACS Switzerland 160 Queen Victoria Street
Useful web addresses: ACS Ireland Ltd Affiliated Computer Services GmbH London www.acs-inc.com Building 5100 Schaffhauserstr. 104 EC4V 4AN www.buckconsultants.com Cork Airport Business Park 8152 Glattbrugg United Kingdom www.sds-bs.de Cork, Ireland Switzerland Phone: +44 (0)20 7653 8000
France Phone: +353 21 231 4600 Phone: +41 43 211 53 84 Email: info.uk@acs-inc.com
Enterprise solutions: Email: info.ireland@acs-inc.com Fax: +41 43 211 53 89
ACS Business Process Solutions Email: info.switzerland@acs-inc.com 134 avenue Général Eisenhower Italy Fare collection:
BP 7223 Toulouse Cedex 1 ACS Solutions Italy S.p.A.
France Via L. Cadorna, 69 Phone: +33 5 61 19 13 79 20090 Vimodrone (MI) Fax: +33 5 61 19 99 00 Italy Email: julien.eas@acs-inc.com Phone: +39 02 25037111
Public transport: Fax: +39 02 25037112
ACS Solutions France SAS Email: info.italy@acs-inc.com
Rue Claude Chappe Netherlands
07500 Guilherand-Granges
State and local government
France
Phone: +33 4 75 81 44 44 solutions: Fax: +33 4 75 81 41 00 ACS Netherlands Email: farecollection.france@acs-inc. Amsterdam, Den Haag com Cessnalaan 1 - 33 1118 ZZ , Schiphol
International parking: Phone: +31 7034 626 80
ACS Solutions France SAS Email: info.netherlands@acs-inc.com 250, avenue des Grésillons
92600 Asnieres Poland
France Service centre:
ACS Poland Phone: +33 1 41 32 71 11 Sp. z o.o
Fax: +33 1 41 11 98 41
Ul. Krakowska 280 Email: parking.france@acs-inc.com 32-080 Zabierzow
Poland
Phone: +48 12 397 00 00 Email: info.poland@acs-inc.com
www.acs-inc.com
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ACS and the ACS logo are the property of Affiliated Computer Services, Inc. All other registered and trade mars are the property of their respective owners.