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 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 the Companys 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 ACSs 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 Companys 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 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 managements 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 Managements 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 managements 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 Managements 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, Xeroxs 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: Xeroxs industry-leading document management, brand strength, global account management and R&D investments. ACSs 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
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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 ACSs process expertise to increase automation and efficiency Revenue Synergies Penetrate Xerox global accounts with ACSs 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 $3.0 billion to be financed in capital markets |
11 A Powerful Value Proposition Transformational transaction that creates a new class of solutions provider Leverages the strengths of two best-in-class companies to create a global, diversified leader in providing document management and services Enhances Xeroxs strategic posture and positions the company for long-term growth, accelerated margin expansion and earnings appreciation Strong combined management team with commitment to equity appreciation to drive shareholder value |
Supplemental Slides |
13 Xerox Today Generating strong and consistent cash flow through a challenging environment Investing in growth and winning in the marketplace Maintaining operating margins in tough environment through disciplined cost management Delivering and maintaining strong balance sheet Free cash flow 1 generation ($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 Childrens 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, Xeroxs 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 Xeroxs 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
Xeroxs 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 ACSs website, www.acs-inc.com, under the tab
Investor Relations and then under the heading SEC
Filings. |
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