Xerox Corporation
45 Glover Avenue
P.O. Box 4505
Norwalk, CT 06856-4505
United States
203.968.3000
www.xerox.com
Paper from responsible sources
2014
Annual Report
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© 2015 Xerox Corporation. All rights reserved. Xerox®, Xerox and Design®,
ColorQube®, ConnectKey®, Maven®, iGen®, iGen4®, CiPress®, DocuColor®,
Xerox FreeFlow®, Xerox Nuvera®, Phaser® and WorkCentre® are trademarks
of Xerox Corporation in the U.S. and/or other countries. BR13936
002CSN47A1
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Inside
Inside
1 Letter to Shareholders
6 Financial Measures
7 Non-GAAP Measures
8 Board of Directors
9 Officers
10 FYI
1 Letter to Shareholders
6 Financial Measures
7 Non-GAAP Measures
8 Board of Directors
9 Officers
10 FYI
2014 Form 10-K Insert
2014 Form 10-K Insert
Financial Highlights
Financial Highlights
(in millions, except EPS)
(in millions, except EPS)
Total revenue
Total revenue
Equipment sales
Annuity revenue
Equipment sales
Annuity revenue
Net income from continuing operations – Xerox
Net income from continuing operations – Xerox
Adjusted net income* – Xerox
Adjusted net income* – Xerox
Diluted earnings per share from continuing operations
Diluted earnings per share from continuing operations
Adjusted earnings per share*
Adjusted earnings per share*
Net cash provided by operating activities
Net cash provided by operating activities
Adjusted operating margin*
Adjusted operating margin*
2014
$19,540
3,104
16,436
1,084
1,280
0.90
1.07
2,063
9.6%
2013
2014
$20,006
$19,540
3,358
16,648
1,139
1,328
0.89
1.04
2,375
9.0%
3,104
16,436
1,084
1,280
0.90
1.07
2,063
9.6%
2013
$20,006
3,358
16,648
1,139
1,328
0.89
1.04
2,375
9.0%
* See Non-GAAP Measures on Page 7 for the reconciliation of the difference between this financial measure that is not in compliance with Generally Accepted
Accounting Principles (GAAP) and the most directly comparable financial measure calculated in accordance with GAAP.
* See Non-GAAP Measures on Page 7 for the reconciliation of the difference between this financial measure that is not in compliance with Generally Accepted
Accounting Principles (GAAP) and the most directly comparable financial measure calculated in accordance with GAAP.
Note: Income Statement items have been revised for all periods to reflect our Discontinued Operations. Refer to Note 4 – Divestitures – in our Consolidated
Note: Income Statement items have been revised for all periods to reflect our Discontinued Operations. Refer to Note 4 – Divestitures – in our Consolidated
Financial Statements.
Financial Statements.
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Ursula M. Burns
Chairman and Chief Executive Officer
Fellow Shareholders:
In my letters to you over the last several years, I have updated you on the steps we have taken
to position Xerox for the future. Since the acquisition of Affiliated Computer Services five years
ago, we have taken Xerox from a company focused primarily on document and information
management to one that supports critical business processes for enterprises of all sizes,
including over 90 percent of the Fortune 100. While the composition of our portfolio has
changed significantly, our core mission has not. Xerox has always been focused on helping
companies and governments innovate and engineer the way they work for greater
productivity, efficiency, work capacity and personalization.
Rethinking the Way Work is Done
Xerox is best known for the innovation we brought to the
sharing of information. Invented just over 75 years ago,
xerography dramatically scaled the way organizations
could communicate. It solved a major barrier to the way
organizations shared information, yielding a range of
operational benefits. It remains a core communication
technology in every business, government office and
educational institution today. Since then, Xerox innovation
has been at the core of today’s digital world – from the
invention of some of the earliest personal computers to
being instrumental in 3-D print-head technology.
And today, that same mission to apply technology and
innovation to improve business process and workflow is
relevant to a range of functional domains across almost
every industry. Consider the following:
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(cid:75)(cid:72)(cid:68)(cid:79)(cid:87)(cid:75)(cid:3)(cid:76)(cid:81)(cid:86)(cid:88)(cid:85)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:85)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:79)(cid:79)(cid:3)(cid:20)(cid:21)(cid:3)(cid:37)(cid:79)(cid:88)(cid:72)(cid:3)(cid:38)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:37)(cid:79)(cid:88)(cid:72)(cid:3)
(cid:54)(cid:75)(cid:76)(cid:72)(cid:79)(cid:71)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:86)(cid:15)(cid:3)(cid:87)(cid:82)(cid:88)(cid:70)(cid:75)(cid:76)(cid:81)(cid:74)(cid:3)(cid:21)(cid:3)(cid:82)(cid:88)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:72)(cid:89)(cid:72)(cid:85)(cid:92)(cid:3)(cid:22)(cid:3)(cid:76)(cid:81)(cid:86)(cid:88)(cid:85)(cid:72)(cid:71)(cid:3)(cid:79)(cid:76)(cid:89)(cid:72)(cid:86)(cid:17)(cid:3)
(cid:135) (cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:3)(cid:76)(cid:86)(cid:3)(cid:68)(cid:3)(cid:80)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:3)(cid:79)(cid:72)(cid:68)(cid:71)(cid:72)(cid:85)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:56)(cid:17)(cid:54)(cid:17)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:83)(cid:82)(cid:85)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:16)
related services including automated tolling and parking.
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accounts payables and receivables for blue-chip clients,
automating their order-to-cash life cycle.
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(cid:86)(cid:82)(cid:73)(cid:87)(cid:90)(cid:68)(cid:85)(cid:72)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:20)(cid:15)(cid:28)(cid:19)(cid:19)(cid:3)(cid:75)(cid:82)(cid:86)(cid:83)(cid:76)(cid:87)(cid:68)(cid:79)(cid:86)(cid:17)
(cid:135) (cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:3)(cid:76)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:71)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:82)(cid:85)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:74)(cid:79)(cid:82)(cid:69)(cid:68)(cid:79)(cid:3)(cid:43)(cid:53)(cid:3)(cid:87)(cid:72)(cid:68)(cid:80)(cid:86)(cid:3)(cid:85)(cid:88)(cid:81)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)
industry-leading health, welfare and defined benefits plans
for over 14 million employees and retirees.
(cid:135) (cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:3)(cid:76)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:87)(cid:72)(cid:68)(cid:70)(cid:75)(cid:72)(cid:85)(cid:182)(cid:86)(cid:3)(cid:68)(cid:76)(cid:71)(cid:72)(cid:3)(cid:86)(cid:88)(cid:83)(cid:83)(cid:82)(cid:85)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:79)(cid:72)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:81)(cid:16)(cid:87)(cid:75)(cid:72)(cid:16)(cid:74)(cid:82)(cid:3)
so that educators and students can print and share from
mobile devices.
In each of these examples, we are working side-by-side with
our clients to innovate and engineer business processes that
are automated, agile and lean.
Xerox 2014 Annual Report
1
Customer Care
Finance and Accounting
Improving the customer experience at every
interaction and touchpoint.
Providing insights and improving operational cash
flow – as well as managing payments.
As I look at today’s business environment, it is clear that the
world is rich with opportunity for Xerox to help organizations
rethink the way they are operating. Organizations of all sizes, all
around the world, are faced with the challenge of doing more
things while simultaneously satisfying a growing list of more
vocal stakeholders. For example, businesses aspire to operate
at a greater scale, but they also need to provide increasingly
personal experiences. Their available information and data
are expanding, and yet there is a need for more powerful
and actionable insights. Their markets are demanding more
transparency and openness, and yet information and processes
must be more secure than ever.
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organizations to continually transform the way they perform
work. At Xerox, we are applying our expertise in business
process, imaging, user-experience and analytics to help
clients become more productive, efficient, secure and precise
across a wide range of domains and industries.
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levels of coordination across multiple players to ensure
prevention, protection and recovery for those at risk. Our
(cid:48)(cid:68)(cid:89)(cid:72)(cid:81)®(cid:3)(cid:39)(cid:76)(cid:86)(cid:72)(cid:68)(cid:86)(cid:72)(cid:3)(cid:54)(cid:88)(cid:85)(cid:89)(cid:72)(cid:76)(cid:79)(cid:79)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:50)(cid:88)(cid:87)(cid:69)(cid:85)(cid:72)(cid:68)(cid:78)(cid:3)(cid:48)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)
Software helps to manage this complex coordination
for health professionals through an offering from one
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(cid:86)(cid:87)(cid:85)(cid:72)(cid:68)(cid:80)(cid:79)(cid:76)(cid:81)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:80)(cid:68)(cid:81)(cid:92)(cid:3)(cid:86)(cid:87)(cid:72)(cid:83)(cid:86)(cid:3)(cid:85)(cid:72)(cid:84)(cid:88)(cid:76)(cid:85)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:73)(cid:92)(cid:15)(cid:3)(cid:80)(cid:82)(cid:81)(cid:76)(cid:87)(cid:82)(cid:85)(cid:15)(cid:3)
(cid:83)(cid:82)(cid:86)(cid:86)(cid:76)(cid:69)(cid:79)(cid:92)(cid:3)(cid:84)(cid:88)(cid:68)(cid:85)(cid:68)(cid:81)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:85)(cid:72)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:82)(cid:86)(cid:72)(cid:3)(cid:76)(cid:81)(cid:73)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)(cid:11)(cid:82)(cid:85)(cid:3)(cid:83)(cid:82)(cid:86)(cid:86)(cid:76)(cid:69)(cid:79)(cid:92)(cid:3)
infected). A shared platform coordinates activities among
government health agencies, medical providers and people
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(cid:40)(cid:69)(cid:82)(cid:79)(cid:68)(cid:3)(cid:70)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:68)(cid:70)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:56)(cid:17)(cid:54)(cid:17)
2
(cid:135) (cid:55)(cid:75)(cid:72)(cid:3)(cid:56)(cid:17)(cid:54)(cid:17)(cid:3)(cid:87)(cid:85)(cid:88)(cid:70)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:76)(cid:81)(cid:71)(cid:88)(cid:86)(cid:87)(cid:85)(cid:92)(cid:3)(cid:80)(cid:88)(cid:86)(cid:87)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:72)(cid:81)(cid:71)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:68)(cid:3)(cid:85)(cid:68)(cid:81)(cid:74)(cid:72)(cid:3)
(cid:82)(cid:73)(cid:3)(cid:86)(cid:68)(cid:73)(cid:72)(cid:87)(cid:92)(cid:15)(cid:3)(cid:90)(cid:72)(cid:76)(cid:74)(cid:75)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:85)(cid:72)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:68)(cid:79)(cid:3)(cid:85)(cid:72)(cid:84)(cid:88)(cid:76)(cid:85)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:177)(cid:3)(cid:68)(cid:79)(cid:79)(cid:3)(cid:82)(cid:73)(cid:3)
which vary state by state.
(cid:43)(cid:40)(cid:47)(cid:51)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:15)(cid:3)(cid:68)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:83)(cid:85)(cid:82)(cid:191)(cid:87)(cid:15)(cid:3)
public-private partnership
dedicated to motor-carrier
safety, turned to Xerox to
(cid:86)(cid:88)(cid:83)(cid:83)(cid:82)(cid:85)(cid:87)(cid:3)(cid:51)(cid:85)(cid:72)(cid:51)(cid:68)(cid:86)(cid:86)(cid:17)(cid:3)(cid:51)(cid:85)(cid:72)(cid:51)(cid:68)(cid:86)(cid:86)(cid:3)
saves the trucking industry
time, fuel and money by
(cid:72)(cid:81)(cid:68)(cid:69)(cid:79)(cid:76)(cid:81)(cid:74)(cid:3)(cid:84)(cid:88)(cid:68)(cid:79)(cid:76)(cid:191)(cid:72)(cid:71)(cid:3)(cid:80)(cid:82)(cid:87)(cid:82)(cid:85)(cid:3)
carriers to electronically
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(cid:86)(cid:87)(cid:82)(cid:83)(cid:3)(cid:68)(cid:87)(cid:3)(cid:90)(cid:72)(cid:76)(cid:74)(cid:75)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)(cid:3)(cid:43)(cid:40)(cid:47)(cid:51)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:82)(cid:73)(cid:73)(cid:72)(cid:85)(cid:3)(cid:72)(cid:79)(cid:72)(cid:70)(cid:87)(cid:85)(cid:82)(cid:81)(cid:76)(cid:70)(cid:3)
prepayment of truck tolls on 78 roads, turnpikes, tunnels
and bridges in 15 states.
“ As I look at today’s business
environment, it is clear that
the world is rich with
opportunity for Xerox to help
organizations rethink the way
they are operating.”
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never been so important as it is in today’s “always-on”
workplace. Grohe, a global supplier of luxury bathroom
fixtures based in Germany, selected Xerox to manage
the way it prints, shares and processes documents.
With our market-leading managed print services, Grohe
strengthened document security and reduced print
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delivers customized document production, IT infrastructure
planning and implementation, device maintenance and
supplies replacement.
Government Benefits
Graphic Communications
Modernizing benefits delivery while enabling improved
access and greater security.
Enabling new levels of personalization while maximizing
print efficiency, uptime and return on assets.
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parking systems that frustrate drivers and can impede
business in urban areas. The City of Indianapolis selected
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and Xerox, to modernize its old coin-operated parking
meters to help make parking stress free, improve traffic and
increase business for local merchants. As one of the first
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card or phone, Indianapolis has seen substantial growth in
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maintenance, is solar powered and reduces emissions as a
“ We are helping the world
work better in today’s highly
connected, agile economy.”
result of improved traffic
flow. In addition, Xerox
uses analytics to improve
compliance and provide
policy recommendations
to the city. Xerox has
successfully implemented and operated intelligent parking
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financial wellness program that improves employees’
financial health and retirement readiness. SavIncent is a
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to a company’s retirement savings plan. Employees who
complete various elements of the program are rewarded
with employer contributions to their savings plan, thus
motivating them to improve their financial health.
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Services to improve the delivery of government assistance
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access benefits from the Supplemental Nutrition Assistance
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cards. We are also delivering a Web-based data warehouse
to aid the state’s fraud unit in detecting suspicious behavior.
Xerox is a leader in government card services with programs
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to get cost-effective and convenient access to their benefits.
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to see how we are helping the world work better in today’s
highly connected, agile economy – and the extraordinary
opportunities for growth.
Performance in 2014
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some highlights:
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(cid:28)(cid:19)(cid:3)(cid:70)(cid:72)(cid:81)(cid:87)(cid:86)(cid:17)
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over-year.
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(cid:85)(cid:72)(cid:83)(cid:88)(cid:85)(cid:70)(cid:75)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:71)(cid:76)(cid:89)(cid:76)(cid:71)(cid:72)(cid:81)(cid:71)(cid:86)(cid:15)(cid:3)(cid:68)(cid:3)(cid:23)(cid:19)(cid:3)(cid:83)(cid:72)(cid:85)(cid:70)(cid:72)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:21)(cid:19)(cid:20)(cid:22)(cid:17)
Xerox 2014 Annual Report
3
Healthcare
Office Products
Supporting healthcare’s new patient-centric landscape:
payer, provider, pharmacy, government and employer.
Delivering powerful office systems at the hub of
today’s digital communications network.
As proud as we are of our results, we know that even stronger
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and for you. That is why we continue to lead an aggressive
agenda to better strengthen our offering portfolio, improve
productivity and target segments where we are best
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examples illustrating the steps we are taking along those lines:
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Technology Outsourcing business to Atos, an international
leader in digital services. This will allow us to focus our
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and document outsourcing, and provide additional
capacity to invest further in these businesses.
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multimillion-dollar managed print services deal with the
government of Canada.
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team through internal promotions and external hires.
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our Services business and aligned our delivery resources
along functional capabilities such as customer care, human
resources, consulting and analytics, and transaction
processing, essentially reorienting our entire Services
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continuing to run and drive operational improvements
across the business.
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solutions that increase productivity, mobility, security and
sustainability – and remind the market of our innovation
power. Our continued focus on Document Technology gave
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leader for the fifth consecutive year.
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partnerships in attractive markets like business process and
software platforms and services to maximize our strengths
and expand our global reach. For example, through our
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position in the workers’
compensation claims
processing market. We also
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will be their exclusive business
process outsourcing provider
as they endeavor to offer
groundbreaking telehealth
to patients at convenient
neighborhood locations.
“ We continue to lead an
aggressive agenda to better
strengthen our offering port-
folio, improve productivity
and target segments where
we are best positioned to
compete and differentiate.”
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our patent filings were in services software and included
innovations to improve automation of labor intensive
work, analytics to extract actionable insights from data,
and personalization to increase relevance of products and
services like customized packaging and 3-D printing. We
even introduced an intelligent virtual customer care agent
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same way – if not better – than a human agent would.
4
Retail and Consumer
Transportation
Integrating in-store and on-line channels for
a better customer experience.
Easing congestion and improving urban economies
as a market leader in transportation solutions.
As a result of this kind of work, we are on track to drive
greater growth and margin in our Services business, while
simultaneously strengthening our leadership in Document
Technology. I have great confidence in our future potential, and
I can assure you that all of us at Xerox are taking a targeted
approach to capture the rich opportunity in front of us.
the company that is helping to change the way the world
parks… shops… learns… publishes… gets benefits… receives
medical care… I could go on and on. We not only perform
this work on a massive scale – and benefit our clients in the
process – but we also touch billions of people by improving
key moments in their lives every day.
Ready for the Future
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heightened confidence. We clearly see that tomorrow’s
enterprise will be nothing like today’s. And, while it is difficult
to predict with certainty what the future business climate will
be like, I do know that businesses and governments, large
and small, will continue to face a growing list of challenges
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better transportation, healthcare, education, mobility and
customer service.
Xerox is here to help. As I mentioned earlier, helping
organizations rethink the way they work has been a core
mission since our founding. We will always be known as
the company that helped change the way the world shares
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when I say that today’s business challenges are made for our
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strengths and ushering in a period of growth for our business
and for creating more value for our clients, our people and you.
Ursula M. Burns
Chairman and Chief Executive Officer
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Xerox 2014 Annual Report
5
(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:48)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)
Net Income from Continuing
Operations – Xerox
(in millions)
1,470*
1,219
1,338*
1,152
1,328*
1,139
1,280*
1,084,
1,213*
544
Total Revenue
(in millions)
20,638
20,421
19,650
20,006
19,540
Total Services Segment Revenue
(in millions – percent of total revenue)
10,271
50%
10,479
10,584
52%
54%
9,652
47%
8,502
43%
10
11
12
13
14
10
11
12
13
14
10
11
12
13
14
Annuity Revenue
(in millions – percent of total revenue)
16,782
81%
16,945
83%
16,648
83%
16,436
84%
15,793
80%
Net Cash from Operating Activities
(in millions)
2,726
2,580
1,961
2,375
2,063
Adjusted Operating Margin*
9.9%
10.0%
9.7%
9.6%
9.0%
10
11
12
13
14
10
11
12
13
14
10
11
12
13
14
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Financial Statements.
6
(cid:49)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:48)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)
Adjusted Earnings Per Share (EPS)
(cid:11)(cid:76)(cid:81)(cid:3)(cid:80)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:86)(cid:30)(cid:3)(cid:72)(cid:91)(cid:70)(cid:72)(cid:83)(cid:87)(cid:3)(cid:83)(cid:72)(cid:85)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:3)(cid:68)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:86)(cid:12)
As Reported(1)
Adjustments:
Amortization of intangible assets
(cid:47)(cid:82)(cid:86)(cid:86)(cid:3)(cid:82)(cid:81)(cid:3)(cid:72)(cid:68)(cid:85)(cid:79)(cid:92)(cid:3)(cid:72)(cid:91)(cid:87)(cid:76)(cid:81)(cid:74)(cid:88)(cid:76)(cid:86)(cid:75)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:71)(cid:72)(cid:69)(cid:87)
Xerox and Fuji Xerox restructuring charge
(cid:36)(cid:38)(cid:54)(cid:3)(cid:68)(cid:70)(cid:84)(cid:88)(cid:76)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:16)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)
ACS shareholders litigation settlement
Venezuela devaluation costs
(cid:48)(cid:72)(cid:71)(cid:76)(cid:70)(cid:68)(cid:85)(cid:72)(cid:3)(cid:86)(cid:88)(cid:69)(cid:86)(cid:76)(cid:71)(cid:92)(cid:3)(cid:87)(cid:68)(cid:91)(cid:3)(cid:79)(cid:68)(cid:90)(cid:3)(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)
Adjusted
(cid:58)(cid:72)(cid:76)(cid:74)(cid:75)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:89)(cid:72)(cid:85)(cid:68)(cid:74)(cid:72)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:51)(cid:54)(cid:11)(cid:21)(cid:12)
2014
2013
Net Income
$1,084
EPS Net Income
$ 1,139
$ 0.90
Year Ended December 31,
2010
EPS Net Income Net Income Net Income
$ 544
$ 1,152
$ 1,219
2011
2012
$ 0.89
(cid:20)(cid:28)(cid:25)
–
–
–
–
–
–
(cid:20)(cid:28)(cid:25)
$1,280
(cid:19)(cid:17)(cid:20)(cid:26)
–
–
–
–
–
–
(cid:19)(cid:17)(cid:20)(cid:26)
$ 1.07
1,199
189
–
–
–
–
–
–
189
$ 1,328
(cid:3)(cid:19)(cid:17)(cid:20)(cid:24)
–
–
–
–
–
–
(cid:19)(cid:17)(cid:20)(cid:24)(cid:3)
$ 1.04
(cid:20)(cid:15)(cid:21)(cid:26)(cid:23)
(cid:20)(cid:27)(cid:25)
–
–
–
–
–
–
(cid:20)(cid:27)(cid:25)
$ 1,338
(cid:21)(cid:22)(cid:20)(cid:3)
(cid:21)(cid:19)
–
–
–
–
–
(cid:21)(cid:24)(cid:20)
$ 1,470
178
(cid:20)(cid:19)
(cid:22)(cid:24)(cid:19)
58
(cid:22)(cid:25)
(cid:21)(cid:20)
(cid:20)(cid:25)
(cid:25)(cid:25)(cid:28)
$1,213
(cid:11)(cid:20)(cid:12)(cid:3) (cid:49)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:40)(cid:51)(cid:54)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:87)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:17)
(cid:11)(cid:21)(cid:12)(cid:3)(cid:36)(cid:89)(cid:72)(cid:85)(cid:68)(cid:74)(cid:72)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:68)(cid:79)(cid:70)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:51)(cid:54)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:3)(cid:21)(cid:26)(cid:3)(cid:80)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:86)(cid:3)(cid:68)(cid:86)(cid:86)(cid:82)(cid:70)(cid:76)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:54)(cid:72)(cid:85)(cid:76)(cid:72)(cid:86)(cid:3)(cid:36)(cid:3)(cid:70)(cid:82)(cid:81)(cid:89)(cid:72)(cid:85)(cid:87)(cid:76)(cid:69)(cid:79)(cid:72)(cid:3)(cid:83)(cid:85)(cid:72)(cid:73)(cid:72)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:85)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)
(cid:84)(cid:88)(cid:68)(cid:85)(cid:87)(cid:72)(cid:85)(cid:79)(cid:92)(cid:3)(cid:71)(cid:76)(cid:89)(cid:76)(cid:71)(cid:72)(cid:81)(cid:71)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:71)(cid:17)
Operating Margin (cid:11)(cid:76)(cid:81)(cid:3)(cid:80)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:86)(cid:12)
Total Revenues(1)
Pre-tax Income(1)
Adjustments:
Amortization of intangible assets
Xerox restructuring charge
Curtailment gain
(cid:36)(cid:38)(cid:54)(cid:3)(cid:68)(cid:70)(cid:84)(cid:88)(cid:76)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:16)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)
Other expenses, net
Adjusted Operating Income
Pre-tax Income Margin
Adjusted Operating Margin
2014
$19,540
$ 1,206
2013
$20,006
$ 1,243
2012
$20,421
$ 1,284
Year Ended December 31,
2010
$19,650
$ 718
2011
$20,638
$ 1,450
315
(cid:20)(cid:21)(cid:27)
–
–
(cid:21)(cid:22)(cid:21)
$ 1,881
6.2%
9.6%
(cid:22)(cid:19)(cid:24)
115
–
–
(cid:20)(cid:23)(cid:25)
$ 1,809
6.2%
9.0%
(cid:22)(cid:19)(cid:20)
149
–
–
(cid:21)(cid:24)(cid:26)
$ 1,991
6.3%
9.7%
371
31
(cid:11)(cid:20)(cid:19)(cid:26)(cid:12)
–
(cid:22)(cid:21)(cid:19)
$ 2,065
7.0%
10.0%
(cid:21)(cid:27)(cid:26)
(cid:23)(cid:26)(cid:25)
–
77
385
$ 1,943
3.7%
9.9%
(cid:11)(cid:20)(cid:12)(cid:3) (cid:53)(cid:72)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:51)(cid:85)(cid:82)(cid:191)(cid:87)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:87)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:17)
(cid:49)(cid:82)(cid:87)(cid:72)(cid:29)(cid:3)(cid:3)(cid:44)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:76)(cid:87)(cid:72)(cid:80)(cid:86)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:69)(cid:72)(cid:72)(cid:81)(cid:3)(cid:85)(cid:72)(cid:89)(cid:76)(cid:86)(cid:72)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:68)(cid:79)(cid:79)(cid:3)(cid:83)(cid:72)(cid:85)(cid:76)(cid:82)(cid:71)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:85)(cid:72)(cid:192)(cid:72)(cid:70)(cid:87)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:39)(cid:76)(cid:86)(cid:70)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:72)(cid:71)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)(cid:3)(cid:53)(cid:72)(cid:73)(cid:72)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:49)(cid:82)(cid:87)(cid:72)(cid:3)(cid:23)(cid:3)(cid:177)(cid:3)(cid:39)(cid:76)(cid:89)(cid:72)(cid:86)(cid:87)(cid:76)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:177)(cid:3)(cid:76)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:38)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)
Financial Statements.
Xerox 2014 Annual Report
7
(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)
(cid:36)(cid:29)(cid:3)(cid:48)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:36)(cid:88)(cid:71)(cid:76)(cid:87)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)
(cid:37)(cid:29)(cid:3)(cid:48)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)
(cid:38)(cid:29)(cid:3)(cid:48)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:42)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)
(cid:39)(cid:29)(cid:3)(cid:48)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)
(cid:40)(cid:29)(cid:3)(cid:47)(cid:72)(cid:68)(cid:71)(cid:3)(cid:44)(cid:81)(cid:71)(cid:72)(cid:83)(cid:72)(cid:81)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)
Ursula M. Burns
Chairman and Chief
Executive Officer
Xerox Corporation
Norwalk, CT
Richard J. Harrington A
(cid:53)(cid:72)(cid:87)(cid:76)(cid:85)(cid:72)(cid:71)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)
Chief Executive Officer
The Thomson Corporation
Stamford, CT
William Curt Hunter A, D
Dean Emeritus,
(cid:55)(cid:76)(cid:83)(cid:83)(cid:76)(cid:72)(cid:3)(cid:38)(cid:82)(cid:79)(cid:79)(cid:72)(cid:74)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:37)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)
(cid:56)(cid:81)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:87)(cid:92)(cid:3)(cid:82)(cid:73)(cid:3)(cid:44)(cid:82)(cid:90)(cid:68)
Iowa City, IA
Robert J. Keegan (cid:36)(cid:15)(cid:3)(cid:37)
(cid:53)(cid:72)(cid:87)(cid:76)(cid:85)(cid:72)(cid:71)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:15)(cid:3)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:40)(cid:50)
The Goodyear Tire &
(cid:53)(cid:88)(cid:69)(cid:69)(cid:72)(cid:85)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)
(cid:36)(cid:78)(cid:85)(cid:82)(cid:81)(cid:15)(cid:3)(cid:50)(cid:43)
Charles Prince (cid:37)(cid:15)(cid:3)(cid:38)
(cid:53)(cid:72)(cid:87)(cid:76)(cid:85)(cid:72)(cid:71)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
Chief Executive Officer
Citigroup Inc.
New York, NY
Ann N. Reese (cid:37)(cid:15)(cid:3)(cid:38)(cid:15)(cid:3)(cid:39)(cid:15)(cid:3)(cid:40)
Executive Director
(cid:38)(cid:72)(cid:81)(cid:87)(cid:72)(cid:85)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:36)(cid:71)(cid:82)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:51)(cid:82)(cid:79)(cid:76)(cid:70)(cid:92)
(cid:53)(cid:92)(cid:72)(cid:15)(cid:3)(cid:49)(cid:60)
Stephen H. Rusckowski
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)
Executive Officer
Quest Diagnostics Inc.
(cid:48)(cid:68)(cid:71)(cid:76)(cid:86)(cid:82)(cid:81)(cid:15)(cid:3)(cid:49)(cid:45)
Sara Martinez Tucker C, D
(cid:53)(cid:72)(cid:87)(cid:76)(cid:85)(cid:72)(cid:71)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:40)(cid:50)
(cid:49)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:48)(cid:68)(cid:87)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)
Science Initiative
Dallas, TX
Mary Agnes Wilderotter C, D
Executive Chairman
Frontier Communications
Corporation
Stamford, CT
8
Officers
Ursula M. Burns
Chairman and Chief Executive Officer
James A. Firestone
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:54)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)
Asia Operations
Jeffrey Jacobson
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:3)(cid:55)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)
Don H. Liu
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
General Counsel and Secretary
Kathryn A. Mikells
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Chief Financial Officer
Armando Zagalo de Lima
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Robert K. Zapfel
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:59)(cid:72)(cid:85)(cid:82)(cid:91)(cid:3)(cid:54)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:86)
Thomas J. Maddison
(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:43)(cid:88)(cid:80)(cid:68)(cid:81)(cid:3)(cid:53)(cid:72)(cid:86)(cid:82)(cid:88)(cid:85)(cid:70)(cid:72)(cid:86)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
Hervé Tessler
(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
David Amoriell
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:15)(cid:3)(cid:51)(cid:88)(cid:69)(cid:79)(cid:76)(cid:70)(cid:3)(cid:54)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)
(cid:37)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)
Xerox Services
Thomas Blodgett
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:15)(cid:3)(cid:47)(cid:68)(cid:87)(cid:76)(cid:81)(cid:3)(cid:36)(cid:80)(cid:72)(cid:85)(cid:76)(cid:70)(cid:68)
Xerox Services
Andrew Copley
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:79)(cid:82)(cid:69)(cid:68)(cid:79)(cid:3)(cid:42)(cid:85)(cid:68)(cid:83)(cid:75)(cid:76)(cid:70)(cid:3)
Communications Operations
Xerox Technology
John Corley
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:38)(cid:75)(cid:68)(cid:81)(cid:81)(cid:72)(cid:79)(cid:3)(cid:51)(cid:68)(cid:85)(cid:87)(cid:81)(cid:72)(cid:85)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)
Xerox Technology
Richard M. Dastin
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Chief Development Engineer
Xerox Services
Kathleen S. Fanning
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:58)(cid:82)(cid:85)(cid:79)(cid:71)(cid:90)(cid:76)(cid:71)(cid:72)(cid:3)(cid:55)(cid:68)(cid:91)
Michael D. Feldman
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:47)(cid:68)(cid:85)(cid:74)(cid:72)(cid:3)(cid:40)(cid:81)(cid:87)(cid:72)(cid:85)(cid:83)(cid:85)(cid:76)(cid:86)(cid:72)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
Xerox Services
Michael R. Festa
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Chief Financial Officer
Xerox Services
Grant Fitz
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Chief Financial Officer
Xerox Technology
Jacques H. Guers
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:79)(cid:82)(cid:69)(cid:68)(cid:79)(cid:3)(cid:36)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:86)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
Connie Harvey
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:15)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:72)(cid:85)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:43)(cid:72)(cid:68)(cid:79)(cid:87)(cid:75)(cid:70)(cid:68)(cid:85)(cid:72)
(cid:37)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)
Xerox Services
Xavier Heiss
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:51)(cid:79)(cid:68)(cid:81)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:36)(cid:81)(cid:68)(cid:79)(cid:92)(cid:86)(cid:76)(cid:86)
and Global Finance Shared Services
John L. Kennedy
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:48)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
James H. Lesko
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3)(cid:48)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)
Stephen Little
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Chief Information Officer
Yehia Maaty
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:39)(cid:72)(cid:89)(cid:72)(cid:79)(cid:82)(cid:83)(cid:76)(cid:81)(cid:74)(cid:3)(cid:48)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:86)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
Xerox Technology
Joseph H. Mancini Jr.
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Chief Accounting Officer
Ivy Thomas McKinney
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Deputy General Counsel and Chief Ethics Officer
Russell M. Peacock
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:79)(cid:82)(cid:69)(cid:68)(cid:79)(cid:3)(cid:55)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:39)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:92)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)
Xerox Technology
Rhonda L. Seegal
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Treasurer
Sophie V. Vandebroek
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:55)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)
Xerox Innovation Group
Leslie F. Varon
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:44)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:82)(cid:85)(cid:3)(cid:53)(cid:72)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
Ann Vezina
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:43)(cid:88)(cid:80)(cid:68)(cid:81)(cid:3)(cid:53)(cid:72)(cid:86)(cid:82)(cid:88)(cid:85)(cid:70)(cid:72)(cid:86)
Xerox Services
Kevin M. Warren
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:44)(cid:81)(cid:71)(cid:88)(cid:86)(cid:87)(cid:85)(cid:76)(cid:68)(cid:79)(cid:15)(cid:3)(cid:53)(cid:72)(cid:87)(cid:68)(cid:76)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:43)(cid:82)(cid:86)(cid:83)(cid:76)(cid:87)(cid:68)(cid:79)(cid:76)(cid:87)(cid:92)
(cid:37)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)
Xerox Services
Susan A. Watts
(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)
Chief Operating Officer, Global Capabilities
Xerox Services
Douglas H. Marshall
Assistant Secretary
Carol A. McFate
Chief Investment Officer
Xerox 2014 Annual Report
9
FYI
Shareholder Information
How to Reach Us
Xerox Corporation
www.xerox.com
45 Glover Avenue
(cid:49)(cid:82)(cid:85)(cid:90)(cid:68)(cid:79)(cid:78)(cid:15)(cid:3)(cid:38)(cid:55)(cid:3)(cid:3)(cid:19)(cid:25)(cid:27)(cid:24)(cid:25)(cid:16)(cid:23)(cid:24)(cid:19)(cid:24)
(cid:56)(cid:81)(cid:76)(cid:87)(cid:72)(cid:71)(cid:3)(cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:86)
(cid:21)(cid:19)(cid:22)(cid:17)(cid:28)(cid:25)(cid:27)(cid:17)(cid:22)(cid:19)(cid:19)(cid:19)
Xerox Europe
(cid:50)(cid:91)(cid:73)(cid:82)(cid:85)(cid:71)(cid:3)(cid:53)(cid:82)(cid:68)(cid:71)
(cid:56)(cid:91)(cid:69)(cid:85)(cid:76)(cid:71)(cid:74)(cid:72)
(cid:56)(cid:81)(cid:76)(cid:87)(cid:72)(cid:71)(cid:3)(cid:46)(cid:76)(cid:81)(cid:74)(cid:71)(cid:82)(cid:80)
(cid:56)(cid:37)(cid:27)(cid:3)(cid:20)(cid:43)(cid:54)
(cid:14)(cid:23)(cid:23)(cid:17)(cid:20)(cid:27)(cid:28)(cid:24)(cid:17)(cid:21)(cid:24)(cid:20)(cid:20)(cid:22)(cid:22)
Fuji Xerox Co., Ltd.
(cid:55)(cid:82)(cid:78)(cid:92)(cid:82)(cid:3)(cid:48)(cid:76)(cid:71)(cid:87)(cid:82)(cid:90)(cid:81)(cid:3)(cid:58)(cid:72)(cid:86)(cid:87)
(cid:28)(cid:16)(cid:26)(cid:16)(cid:22)(cid:3)(cid:36)(cid:78)(cid:68)(cid:86)(cid:68)(cid:78)(cid:68)(cid:15)(cid:3)(cid:48)(cid:76)(cid:81)(cid:68)(cid:87)(cid:82)(cid:16)(cid:78)(cid:88)
(cid:55)(cid:82)(cid:78)(cid:92)(cid:82)(cid:15)(cid:3)(cid:45)(cid:68)(cid:83)(cid:68)(cid:81)(cid:3)(cid:20)(cid:19)(cid:26)(cid:16)(cid:19)(cid:19)(cid:24)(cid:21)
(cid:14)(cid:27)(cid:20)(cid:17)(cid:22)(cid:17)(cid:25)(cid:21)(cid:26)(cid:20)(cid:17)(cid:24)(cid:20)(cid:20)(cid:20)
Products and Services
www.xerox.com
(cid:27)(cid:19)(cid:19)(cid:17)(cid:36)(cid:54)(cid:46)(cid:17)(cid:59)(cid:40)(cid:53)(cid:50)(cid:59)(cid:3)(cid:11)(cid:27)(cid:19)(cid:19)(cid:17)(cid:21)(cid:26)(cid:24)(cid:17)(cid:28)(cid:22)(cid:26)(cid:25)(cid:12)
For investor information, including
comprehensive earnings releases:
www.xerox.com/investor or call
888.979.8378.
For shareholder services, call
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Computershare Trust Company, N.A.
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at www.computershare.com
Annual Meeting
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45 Glover Avenue
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Investor Contacts
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jennifer.horsley@xerox.com
Troy Anderson
troy.anderson@xerox.com
This annual report is also available online
at www.xerox.com/investor.
Electronic Delivery Enrollment
Xerox offers shareholders the convenience of
electronic delivery including:
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Registered Shareholders, visit
www.eTree.com/xerox
You are a registered shareholder if you have
your stock certificate in your possession or
if the shares are being held by our transfer
agent, Computershare.
Beneficial Shareholders, visit
http://enroll.icsdelivery.com/xrx
You are a beneficial shareholder if you
maintain your position in Xerox within
a brokerage account.
10
Additional Information
The Xerox Foundation
www.xerox.com/foundation
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mark.conlin@xerox.com
Global Diversity and Inclusion
Programs and EEO-1 Reports
www.xerox.com/diversity
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damika.arnold@xerox.com
Minority and Women Owned
Business Suppliers
www.xerox.com/supplierdiversity
Ethics Helpline
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International numbers and online submission tool:
www.xerox.com/ethics
Environment, Health, Safety and
Sustainability
www.xerox.com/environment
Global Citizenship
www.xerox.com/citizenship
Governance
www.xerox.com/governance
Students and Educators
View openings/internships and apply:
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Xerox Innovation
www.xerox.com/innovation
Independent Auditors
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
FORM 10-K
_________________________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2014
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______ to: _______
Commission File Number 001-04471
_________________________________________________
XEROX CORPORATION
(Exact Name of Registrant as specified in its charter)
_________________________________________________
New York
(State of incorporation)
P.O. Box 4505, 45 Glover Avenue,
Norwalk, Connecticut 06856-4505
(Address of principal executive offices)
16-0468020
(IRS Employer Identification No.)
(203) 968-3000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $1 par value
Name of each exchange on which registered
New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
____________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
No
No
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Smaller reporting company
Non-accelerated filer
Accelerated filer
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the voting stock of the registrant held by non-affiliates as of June 30, 2014 was $14,345,220,956.
Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
Class
Common Stock, $1 par value
Outstanding at January 31, 2015
1,112,199,705
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document are incorporated herein by reference:
Document
Xerox Corporation Notice of 2015 Annual Meeting of Shareholders and Proxy Statement (to be filed
no later than 120 days after the close of the fiscal year covered by this report on Form 10-K)
Part of Form 10-K in which Incorporated
III
FORWARD-LOOKING STATEMENTS
From time to time, we and our representatives may provide information, whether orally or in writing, including certain
statements in this Annual Report on Form 10-K, which are deemed to be "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and
other information are based on our beliefs as well as assumptions made by us using information currently available.
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 our current views with
respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated, expected or intended or using other
similar expressions. We do not intend to update these forward-looking statements, except as required by law.
In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-
looking statements, because they relate to future events, are by their very nature subject to many important factors
that could cause actual results to differ materially from those contemplated by the forward-looking statements
contained in this Annual Report on Form 10-K, any exhibits to this Form 10-K and other public statements we make.
Such factors include, but are not limited to: changes in economic conditions, political conditions, trade protection
measures, licensing requirements and tax matters in the United States and in the foreign countries in which we do
business; changes in foreign currency exchange rates; our ability to successfully develop new products,
technologies and service offerings and to protect our intellectual property rights; the risk that multi-year contracts
with governmental entities could be terminated prior to the end of the contract term and that civil or criminal
penalties and administrative sanctions could be imposed on us if we fail to comply with the terms of such contacts
and applicable law; the risk that our bids do not accurately estimate the resources and costs required to implement
and service very complex, multi-year governmental and commercial contracts, often in advance of the final
determination of the full scope and design of such contracts or as a result of the scope of such contracts being
changed during the life of such contracts; the risk that subcontractors, software vendors and utility and network
providers will not perform in a timely, quality manner; service interruptions; actions of competitors and our ability to
promptly and effectively react to changing technologies and customer expectations; our ability to obtain adequate
pricing for our products and services and to maintain and improve cost efficiency of operations, including savings
from restructuring actions and the relocation of our service delivery centers; the risk that individually identifiable
information of customers, clients and employees could be inadvertently disclosed or disclosed as a result of a
breach of our security systems; the risk in the hiring and retention of qualified personnel; the risk that unexpected
costs will be incurred; our ability to recover capital investments; the risk that our Services business could be
adversely affected if we are unsuccessful in managing the start-up of new contracts; the collectibility of our
receivables for unbilled services associated with very large, multi-year contracts; reliance on third parties, including
subcontractors, for manufacturing of products and provision of services; our ability to expand equipment
placements; interest rates, cost of borrowing and access to credit markets; the risk that our products may not
comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives; the
outcome of litigation and regulatory proceedings to which we may be a party; 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 this Annual Report on Form 10-K, as
well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
On December 18, 2014, Xerox Corporation announced that it had entered into an agreement to sell its Information
Technology Outsourcing (“ITO”) business to Atos S.E. The transaction is subject to customary closing conditions
and regulatory approval and is expected to close in the first half of 2015. As a result of the pending sale of the ITO
business and having met applicable accounting requirements, Xerox is reporting the ITO business as a
discontinued operation. The forward looking statements contained in this report are subject to the risk that the sale
of the ITO business may not occur on the terms, within the time frame and/or in the manner previously disclosed, if
at all.
XEROX CORPORATION
FORM 10-K
DECEMBER 31, 2014
TABLE OF CONTENTS
Page
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships, Related Transactions and Director Independence . . . . . . . . . .
Principal Auditor Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule II Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index of Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
13
20
20
20
20
21
24
25
58
59
125
125
125
126
127
127
127
127
128
129
130
131
PART I
ITEM 1. BUSINESS
Xerox is the world's leading enterprise for business process and document management solutions. We provide
services, technology and expertise to enable our customers - from small businesses to large global enterprises - to
focus on their core business and operate more effectively.
We are a leader across large, diverse and growing markets estimated at nearly $650 billion. The global business
process outsourcing market is very broad, encompassing multi-industry business processes as well as industry-
specific business processes, and our addressable market is estimated at almost $300 billion. The document
management market is estimated at roughly $100 billion and is comprised of the document systems, software,
solutions and services that our customers have relied upon for years to help run their businesses and reduce their
costs. Xerox led the establishment of the managed print services market, and continues today as the industry
leader in this expanding market segment. The global information technology outsourcing market segments
where we participate are estimated to be roughly $250 billion in aggregate.
Market estimates are derived from third-party forecasts produced by firms such as Gartner and Nelson Hall, and from our internal assumptions.
The following are some additional insights into these business areas:
Business Process Outsourcing (BPO): We are the largest diversified business process outsourcing company
worldwide, with an expertise in managing transaction-intensive processes. This includes services that support
enterprises through multi-industry offerings such as customer care, transaction processing, finance and accounting,
and human resources, as well as industry-focused offerings in areas such as healthcare, transportation, financial
services, retail and telecommunications.
Document Technology and Document Outsourcing (DO): Our document technology products and solutions
support the work processes of our customers by providing them with an efficient, cost effective printing and
communications infrastructure. Our DO service offerings help customers ranging from small businesses to global
enterprises optimize their use of document systems and also their related document workflow and business
processes.
Information Technology Outsourcing (ITO): Our specialty is the design, development and delivery of flexible IT
solutions, mapped to each client's needs and standards. Our secure data centers, help desks and managed storage
facilities around the world provide a reliable IT infrastructure to our clients.
On December 18, 2014, we announced an agreement to sell our ITO business to Atos SE (Atos). Atos is a leading
international IT services company. The transaction is subject to customary closing conditions and regulatory
approval and is expected to close in the first half of 2015. As a result of this pending transaction and having met
applicable accounting requirements, we reported the ITO business as held for sale and a discontinued operation at
December 31, 2014 and reclassified its results from the Services segment to Discontinued Operations.
Subsequent to the closing of this transaction, Xerox will no longer directly market stand-alone IT services. Atos will
provide IT services to our current BPO customers and will support much of Xerox's internal IT requirements. They
will also be part of a broad network of IT providers with whom we can partner to provide world-class IT services as
part of our future BPO offerings. This transaction is part of our ongoing portfolio management strategy and enables
Xerox to increase our focus on our leading BPO and DO solutions where we can deliver the most value and
expertise to our clients.
Our Strategy and Business Model
Our strategy is to apply technology and innovation to transform the way people work and live, and to create
sustained shareholder value through growth in business services and continued leadership in document technology.
We also create value through expanding margins and profits as well as a balanced capital allocation strategy that
returns cash to shareholders, while investing for growth and competitive advantage. To accomplish this, we have
established the following strategic priorities:
1
Leverage Brand Strength and Market Position
We have a strong and valuable brand that continues to be ranked in the top percentile of the most valuable global
brands. Well-recognized and respected, our brand is associated worldwide with delivering innovative solutions, and
industry-leading business process and document management services and technology.
Xerox has a broad, diverse set of offerings in Services and a strong, well-positioned product portfolio in Document
Technology. We are strengthening our market positions by constantly evaluating our businesses and focusing our
investments in areas where we have an advantage, and where the greatest market opportunities exist. We expect
to accomplish this by targeting acquisitions and investing in businesses that will enhance our Services offerings and
capabilities, capitalize on our deep industry expertise and expand services globally, while maintaining our Document
Technology leadership in attractive market segments.
Geographically, our footprint spans more than 180 countries and allows us to serve customers of all sizes to deliver
superior technology and services regardless of complexity or number of customer locations.
Profitably Grow Services in Attractive Markets
Over half of our revenue was derived from business services in 2014. The business services markets have
attractive market growth rates of mid-single digits or above and we believe we can grow our Services revenue at or
above the market growth rates over time through both organic and inorganic growth. Across our business, we serve
industry verticals where we have deep expertise resulting from years of experience, strong customer relationships,
global scale and renowned innovation. Capitalizing on the opportunities that these strengths provide will continue to
be key to our growth.
We are also focusing on international markets for Services growth. Currently, our BPO revenues are largely derived
from services provided to customers in the U.S. By leveraging our existing global presence and customer
relationships, we are actively expanding our BPO services internationally, and we will also grow globally through
acquisitions.
Lead in Document Technology
We are focused on maintaining our leadership position in the Document Technology market and continuing to
innovate around our software, hardware and services offerings. For example, in 2014 we expanded the software
and application capabilities of Xerox® ConnectKey®, a major new software and solutions capability we launched
in 2013, and also broadened the number of devices that are enabled with this capability. In 2014, we expanded our
product portfolio by introducing over twenty new devices and also launched over twenty new workflow and software
solutions. These include products and solutions in the growing graphic communications market, and expanding
upon our investments in the production inkjet market and further building upon our 2013 Impika acquisition.
Continuing to bring innovative new products and solutions to market while also enhancing existing products and
solutions will enable us to sustain our Document Technology market leadership.
Innovate to Differentiate Our Offerings
Differentiating our offerings is key to our strategy. A critical role of our research is to envision the future and define
new research and competency areas for that future. We direct our research & development (R&D) investments to
areas such as data analytics, business process automation, and improving the quality and reducing the
environmental impact of digital printing. The proportion of our annual U.S. patent filings related to software,
solutions and analytics oriented capabilities has increased each of the last five years and they represented almost
forty percent of our filings in 2014. We are investing in attractive markets, such as healthcare, to create
differentiation. In addition, our acquisitions target companies providing new capabilities and offering access to
adjacent services, solutions and technologies. We expect this will deliver incremental value for our customers and
drive profitable revenue growth for our business.
Drive Operational Excellence Across Our Businesses
Our operational excellence model leverages our global delivery capabilities, production model, incentive-based
compensation process, proprietary systems and financial discipline to deliver increased productivity and lower costs
for our customers and for our own business. Margin expansion is a key priority within Services and an overall
opportunity for Xerox that we will achieve through specific initiatives aimed at improving our cost structure and
portfolio mix. As markets shift, we undertake restructuring to optimize our workforce and facilities to best align our
resources with the growth areas of our business, and to maximize profitability and cash flow in businesses that are
declining. In Services, we realigned our delivery resources into global capability organizations in order to maximize
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our global scale and ensure service delivery excellence across our BPO offerings. We also have initiatives
underway to continue improving our software platform implementation capability, which includes establishing
strategic partnerships to supplement our internal capabilities. With our ongoing efforts and targeted initiatives in
both Services and Document Technology, we look to maintain or increase our profitability and overall competitive
positioning.
Engage, Develop and Support Our People
Our Services and Document Technology offerings and know-how are a powerful combination, and are supported by
a talented global workforce focused on delivering value to our customers. We continue to nurture and develop our
employees’ talents by investing in processes and systems to equip them with modern tools that will make it easier
for them to perform their jobs more effectively and manage their careers, and by providing them opportunities for
growth and development throughout their careers.
Annuity-Based Business Model and Shareholder-Centered Capital Allocation
Our business is based on an annuity model that provides significant recurring revenue and cash generation. In
2014, 84 percent of our total revenue was annuity-based; this includes contracted services, equipment
maintenance, consumable supplies and financing, among other elements. The remaining 16 percent of our revenue
comes from equipment sales, either from lease agreements that qualify as sales for accounting purposes or outright
cash sales.
We remain committed to using our strong cash flow to deliver shareholder returns now and in the future through a
balanced capital allocation strategy that includes share repurchase, acquisitions and dividends.
Acquisitions and Divestitures
The following is a summary of our acquisitions and divestitures in 2014. Additional details can be found in Note 3 -
Acquisitions and Note 4 - Divestitures, in the Consolidated Financial Statements.
Services Acquisitions and Divestiture
In the Services segment, consistent with our strategy to expand our offerings and geographic reach through
acquisitions and to actively manage our product portfolio, we acquired or divested the following companies:
•
Invoco Holding GmbH (Invoco), a German-based customer care services provider.
• Smart Data Consulting, a New York-based provider of hosted and on-site e-discovery services.
•
ISG Holdings, Inc. (ISG), a provider of bill review software and services and managed care programs for the
workers compensation industry which are offered through two subsidiaries; California-based StrataCare and
Florida-based Bunch CareSolutions.
• Consilience Software, Inc. (Consilience), an Austin-based company providing case management and workflow
automation software to the public sector.
• The learning services unit of Seattle-based Intrepid Learning Solutions (closed January 2015).
• Truckload Management Services (TMS) business was divested. This was a non-core business that provided
document capture and submission solutions as well as campaign management, media buying and digital
marketing services to the long haul trucking and transportation industry.
Document Technology and Other Acquisitions and Divestiture:
In the Document Technology segment, consistent with our strategy to expand distribution to under-penetrated
markets, we acquired Las Vegas, NV based Elan Office Systems and Birmingham, Alabama based Stewart of
Alabama.
Within the Other segment, we completed the closure of Xerox Audio Visual Solutions, Inc. (XAV), a non-core audio
visual business within our Global Imaging Systems subsidiary (GIS). XAV provided audio visual equipment and
services to enterprise and government customers.
3
?
Innovation and Research
Xerox has a rich heritage of innovation, and innovation continues to be a core strength of the Company as well as a
competitive differentiator. Our aim is to create value for our customers, our shareholders, and our people by driving
innovation in key areas. Our investments in innovation align with our growth opportunities in areas like business
process services, color printing and customized communication. Our research efforts can be categorized under four
themes:
1. Usable Analytics - Transform big data into useful information resulting in better business decisions:
Competitive advantage can be achieved by better utilizing available and real-time information. Today,
information resides in an ever increasing universe of servers, repositories and formats. The vast majority of
information is unstructured, including text, images, voice and videos. One key research area is making sense of
unstructured information using natural language processing and semantic analysis. A second major research
area focuses on developing proprietary methods for prescriptive analytics applied to business processes. Here,
we seek to better manage very large data systems in order to extract business insights and use those insights
to provide our clients with actionable recommendations. Tailoring these methods to various vertical applications
leads to new customer value propositions.
2. Agile Enterprise - Create simple, automated and touch-less business processes resulting in lower cost,
higher quality and increased agility:
Businesses require agility in order to quickly respond to market changes and new business requirements. To
enable greater business process agility, our research goals are to simplify, automate and enable business
processes on the cloud via flexible platforms that run on robust and scalable infrastructures. Automation of
business processes benefits from our research on image, video and natural language processing as well as
machine learning. Application of these methods to business processes enables technology to perform tasks that
today are performed manually, thus allowing workers to focus on higher level tasks.
3. Personalization @ Scale - Augment humans by providing secure, real-time, context-aware personalized
products, solutions and services:
Whether talking about business correspondence, personal communication, manufactured items or an
information service, personalization increases the value to the recipient. Our research leads to technologies that
improve the efficiency, economics and relevance of business services, such as customer care, benefits and
educational services. Our proprietary printing technologies give us a strong platform to research and develop
methods that create affordable, ubiquitous color printing. We also research how to expand the application of
digital printing to cover new applications such as packaging and printing directly on end-use products.
4. Sustainable Enterprise & Society - Enhance the environmental and societal benefits of our offerings:
Global demand for energy, and the environmental consequences of products used by enterprises and
consumers, have elevated customer interest in sustainable solutions. Our research develops technologies that
minimize the environmental impact of document systems and business processes. We seek opportunities to
utilize processes and components that minimize life-cycle footprint and waste, and create zero bioaccumulation.
We also actively seek to incorporate bio-based materials into our printing consumables. To help our customers
optimize their operations, research is creating new enterprise-wide energy optimization tools, and user
sustainability feedback systems.
Global Research Centers
We have four global research centers, each with a unique area of focus. They are places where creativity and
entrepreneurship are truly valued. Our leadership has empowered employees to deliver leading-edge research and
high-impact innovations that make a difference to our clients and the world. Our research centers are:
• Palo Alto Research Center (PARC): A wholly-owned subsidiary of Xerox located in Silicon Valley and Webster
NY, PARC provides Xerox commercial and government clients with R&D and open innovation services. PARC
scientists have deep technological expertise in big data analytics, intelligent sensing, computer vision,
networking, printed electronics, energy, and digital design and manufacturing. In 2014 we consolidated our
Webster research center operations into PARC.
• Xerox Research Center of Canada (XRCC): Located in Mississauga, Ontario, Canada, XRCC is our materials
research center that focuses on imaging and consumable materials. These include toners, inks and smart
materials for our Document Technology business, as well as materials for digital manufacturing.
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• Xerox Research Center Europe (XRCE): Located in Grenoble, France, XRCE research aims to differentiate
Xerox business process service offerings by simplifying them and making them more automated, intelligent and
agile. The center combines its world-class expertise in imaging, text and data analytics, with insights from its
ethnographic studies to create and design innovative and disruptive technology.
• Xerox Research Center India (XRCI): Located in Bangalore, India, XRCI explores, develops, and incubates
innovative solutions and services for our global customers, with a special focus on emerging markets.
Investment in R&D is critical for competitiveness in our fast-paced markets. We have aligned our R&D investment
portfolio with our growth initiatives, including enhancing customer value by building on our business process
services leadership and accelerating our color leadership. One of the ways that we maintain our market leadership
is through strategic coordination of our R&D with Fuji Xerox (an equity investment in which we maintain a 25
percent ownership interest).
Our total research, development and engineering expenses (RD&E), which includes sustaining engineering
expenses for hardware engineering and software development after we launch a product, totaled $577 million in
2014, $603 million in 2013 and $655 million in 2012. Fuji Xerox R&D expenses were $654 million in 2014, $724
million in 2013 and $860 million in 2012.
Segment Information
Our reportable segments are Services, Document Technology and Other. We present operating segment financial
information in Note 2 - Segment Reporting in the Consolidated Financial Statements, which we incorporate by
reference here. We have a broad and diverse base of customers by both geography and industry, ranging from
small and midsize businesses (SMBs) to graphic communications companies, governmental entities, educational
institutions and Fortune 1000 corporate accounts. None of our business segments depends upon a single customer,
or a few customers, the loss of which would have a material adverse effect on our business.
Revenues by Business Segment
Our Services segment is the largest segment, with $10,584 million in revenue in 2014, representing 54 percent of
total revenue. Note that Services segment revenue excludes ITO revenue due to ITO being reported as a
discontinued operation as a result of the pending sale of this business to Atos. The Document Technology segment
contributed $8,358 million in revenue, representing 43 percent of total revenue. The Other segment contributed
$598 million in revenue, representing 3 percent of total revenue.
Services Segment
We provide comprehensive business services in global markets across all major industries and government
agencies. These services help our clients simplify the way work gets done, providing them more time and resources
to allocate to their core operations, enabling them to respond rapidly to changing technologies and reducing
expenses associated with their business processes.
Our Services segment currently comprises two types of service offerings: Business Process Outsourcing (BPO) and
Document Outsourcing (DO). This segment no longer includes Information Technology Outsourcing (ITO) as a
result of the previously referenced announcement about our agreement to sell our ITO business to Atos and the
reclassification of the business to Discontinued Operations in 2014.
Selling the ITO business gives us the opportunity to bring greater focus to our BPO and DO businesses where we
are competitively positioned and can truly differentiate through our domain knowledge, industry expertise and
innovation. Following the close of the transaction, we will have an ongoing relationship with Atos to provide IT
services to our current BPO customers.
Business Process Outsourcing
BPO represented 68 percent of our total Services segment revenue in 2014. We are the largest diversified business
process outsourcing company worldwide, with expertise in managing transaction-intensive processes. We provide
multi-industry offerings such as customer care, transaction processing, finance and accounting, and human
resources, as well as industry focused offerings in areas such as healthcare, transportation, financial services, retail
and telecommunications. We bring our BPO solutions to market through Industry Business Groups and we deliver
our solutions to our customers through Global Capability Organizations.
5
Industry Business Groups
To enable deep client engagement and to optimize cross-selling of our broad portfolio of services solutions, we have
organized our go-to-market resources into six global industry business groups. The industry groups have primary
responsibility for client relationships and sales, developing industry thought leadership and industry specific
solutions, and ensuring service delivery meets client requirements. The industry business groups are as follows:
• Commercial Healthcare: We have innovative solutions and subject matter expertise across the healthcare
ecosystem including providers, payers, employers and government agencies. We help these customers focus
on delivering better, more accessible and more affordable healthcare, which leads to better health and wellness
for their constituencies. In the commercial segment of the market, we primarily serve the following
constituencies:
Healthcare Payer and Pharma: We deliver administrative efficiencies to our healthcare payer and
pharmaceutical clients through scalable and flexible transactional business solutions, which encompass our
global delivery model and domestic payer service centers. We support the top 20 U.S. commercial health plans,
touching nearly two-thirds of the insured population in the U.S.
Healthcare Provider Solutions: We serve hospitals, doctors and other care providers, including every large
health system in the U.S., with contracts in all 50 states. Our services help our clients improve access to patient
data, achieve tighter regulatory compliance, realize greater operational efficiencies, reduce administrative costs
and provide better health outcomes.
• Commercial Industries - High Tech and Communications, Financial Services, and Industrial, Retail and
Hospitality: We have deep expertise, targeted business process solutions, and a large, diverse client base in a
broad range of commercial industries including communications and media, high tech and software, banking
and capital markets, insurance, manufacturing, automotive, travel and leisure, food and beverage,
transportation and logistics and others.
• Public Sector: We provide services to many constituencies across the public sector space. This includes
services uniquely focused on Transportation related entities as well as our broad portfolio of BPO solutions to all
governmental entities.
Transportation Services: We provide revenue-generating solutions for our government clients in over 35
countries. Our services include public transit and fare collection, electronic toll collection, parking management,
photo enforcement and commercial vehicle operations. We create simple and reliable processes for operators
and government agencies, and we are differentiated by the breadth of our offerings and innovative technology.
State, Local and Federal Government Services: We support our government clients with services targeting
key agencies within federal, state, county and municipal governments including Health and Human Services,
Veterans Administration, Treasury, Safety and Justice, and Government Administration. Our competitive
advantage is our depth of agency-specific expertise and we have the scale required to deliver and manage
programs at all levels of government. Our services span benefits collection and disbursement and electronic
payment cards, tax and revenue systems, eligibility systems and services, unclaimed property services, and a
broad range of other business process services.
• Government Healthcare: We provide administrative and care management solutions to state Medicaid
programs and federally-funded U.S. government healthcare programs. We provide a broad range of innovative
solutions to 36 states and the District of Columbia, which includes providing Health Insurance Exchange
support services. Our services include processing Medicaid claims, pharmacy benefits management, clinical
program management, supporting health information exchanges, eligibility application processing and
determination, management of long-term care programs, delivering public and private health insurance
exchange services and care and quality management.
Global Capability Organizations
To leverage our global scale and ensure service delivery excellence across our BPO offerings, we have organized
our delivery resources into six global capability groups. The capability organizations have primary responsibility for
implementing new client contracts and delivering service excellence to existing clients, best practice identification to
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improve cost competitiveness and innovating and implementing our next generation offerings. The global capability
groups are as follows:
• Customer Care: Our teams across the globe provide expertise in customer service, technical support, sales,
collections and other services via multiple channels including phone, SMS, chat, interactive voice response,
social networks and email.
• Transaction Processing: We have a broad array of transaction processing capabilities across many different
client types. These broad capabilities include data entry, scanning, image processing, enrollment processing,
claims processing, high volume offsite print and mail services, file indexing and others.
• Human Resources Services: Our capabilities cover a wide range of HR outsourcing services including health,
pension and retirement administration and outsourcing, private healthcare exchanges, employee service
centers, learning solutions and welfare services, global mobility and relocation, payroll and others.
• Finance and Accounting: We serve clients in many industries by managing their critical finance, accounting
and procurement processes. Our services span corporate finance and decision support, prepaid cards,
payment processing, loan and banking process support, and student loan servicing.
• Communication and Marketing Services: We provide end-to-end outsourcing for content design, creation,
marketing, fulfillment and distribution services that help clients communicate with their customers and
employees more effectively. We deliver communications through print and multimedia channels, including SMS,
web, email and mobile media.
• Consulting and Analytics Services: Our consulting services help clients identify and capture strategic
opportunities in their businesses often in conjunction with the deployment of BPO services such as those
defined above. Our analytics capabilities provide clients with deep business insights on an ongoing basis, as an
add-on or embedded service offering in conjunction with BPO contracts.
Document Outsourcing
We are the industry leader in document outsourcing services. We help companies optimize their printing
infrastructure and simplify their communication and business processes so that they can grow revenue, reduce
costs and operate more efficiently. Document Outsourcing represented 32 percent of our total Services segment
revenue in 2014.
Our two primary offerings within Document Outsourcing are Managed Print Services (MPS) and Centralized Print
Services (CPS). The MPS offering targets clients ranging from large, global enterprises to mid-size and small
businesses and governmental entities, while the CPS offering targets the on-demand, production printing,
publishing and mailroom operations needs of governments, large enterprises and mid-size businesses.
We provide the most comprehensive portfolio of MPS services in the industry and are recognized as an industry
leader by several major analyst firms, including Gartner, IDC, Quocirca, Info Trends and Forrester. As the market
leader in MPS, Xerox helps clients cut costs, increase productivity and meet their environmental sustainability goals
while supporting their mobile and security needs. Xerox® MPS complements and provides opportunities to expand
existing BPO services. Within BPO and other accounts, Xerox® MPS helps to automate workflow and enhance
employee productivity.
In 2013 we launched our next generation MPS and CPS offerings, which were built upon a three stage approach:
Assess and Optimize: We use best-in-class tools and processes to create a baseline of a client's current
spend, then we design a solution that reduces costs and supports sustainability goals. We assess both the office
and production environments to create a holistic view of the client's printing needs.
Secure and Integrate: We ensure that everything in our clients’ optimized print environment is connected to their IT
environment in a secure and compliant way. We activate solutions for enhanced security, printing from mobile
devices and streamlining the IT environment by managing print servers and print queues.
7
Automate and Simplify: With the right technology in place and securely integrated into our clients' IT environment,
we improve employee productivity through automating paper-based processes by digitizing paper documents and
leveraging content management, thus creating better workflows and reducing print.
In 2014 we continued to innovate and expand upon the solutions within the three stage approach to increase
mobility, security, efficiency and productivity. Significant new enhancements launched in 2014 include the following:
• Xerox Document Analytics Service: Analyzes how and why documents are printed and uses that intelligence
to digitize content and change the way information is accessed and utilized.
• Xerox Secure Print Manager Suite: Effectively integrates print information security into existing IT
infrastructure.
• Xerox Workflow Assessment Services: Demonstrates how documents move within an organization and
provides insights to create more efficient processes.
• Xerox Digital Alternatives: A simple desktop and mobile technology that automates paper-based workflows.
Allows users to easily sign, annotate, share, save and read documents from one interface thus increasing
productivity across the enterprise.
• Xerox ePublishing Services: Provides a digital file output suitable for multiple types of mobile devices and
computer displays. Includes built-in analytics tools to measure and collect valuable usage data.
• Xerox Print Awareness Tool: Patented system that actively encourages workers to be more environmentally
responsible.
Information Technology Outsourcing
We provide ITO services across all industries and have developed deep expertise in several key verticals including
Healthcare, Retail, Manufacturing, Financial Services and Public Sector. Our ITO services include managed IT
services, end user computing and IT solutions like cloud services, utility computing and desktop virtualization.
We specialize in designing, developing and delivering effective IT solutions. Our secure data centers, help desks
and managed storage facilities around the world provide a reliable IT infrastructure that minimizes the risk of
disruption to our clients' daily operations.
As a result of the pending sale of the ITO business to Atos and having met applicable accounting requirements, this
business is being reported as a discontinued operation for financial reporting purposes. Subsequent to the closing
of the ITO sale to Atos, Xerox will no longer directly market stand-alone IT services.
Document Technology Segment
Document Technology includes the sale of products and supplies, as well as the associated technical service and
financing of those products (which are not related to document outsourcing contracts). Our Document Technology
business is centered around strategic product groups that share common technology, manufacturing and product
platforms. The strategic product groups are: Entry, Mid-Range and High-End.
In 2013 we launched Xerox® ConnectKey® technology, a software system and set of solutions embedded in many
of our Entry and Mid-Range multifunction printers (MFP's). To further enhance the platform, in September 2014 we
launched ConnectKey version 1.5, which provides even more mobility, security and cloud access, to support the
growing productivity needs for today’s SMB and professional users. Additionally, we enabled ConnectKey 1.5 into
four new multifunction printers (MFPs) - including the WorkCentre 3655 Mono and WorkCentre 6655 Color A4/letter
MFPs, and the WorkCentre 5945 Mono and WorkCentre 7970 Color A3 MFPs.
Entry
Entry comprises desktop monochrome and color printers and multifunction printers ranging from small personal
devices to workgroup printers and MFPs that serve the needs of office workgroups. Entry products represented 20
percent of our total Document Technology segment revenue in 2014 and are sold to customers in all segments from
SMB to enterprise, principally through a global network of reseller partners and service providers as well as through
our direct sales force.
In 2014, we continued to build on our position in the market:
• Expanded our ConnectKey 1.5 technology into more A4 MFP devices to respond to customer needs for smaller,
lower cost devices that maintain network access and solution compatibility.
Xerox 2014 Annual Report
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• Upgraded the functionality of many of our existing products to be more efficient and cost effective to deploy in
conjunction with our managed services offerings.
•
Launched twelve new products, primarily in the second half of the year, that help our customers optimize their
print infrastructure. In color, we launched the 36 page per minute (ppm) WorkCentre® 6655 A4 MFP which
expanded our ConnectKey technology into this important product class. In monochrome, we launched several
MFPs ranging from the compact WorkCentre® 3215, 3225 and 3025 A4 MFPs to the WorkCentre® 4265 A4
MFP, which is a 55 ppm desktop capable MFP with available finishing and high capacity input tray options
optimized for demanding workgroups where space is a premium. We also launched several Phaser®
Monochrome printers, which offer increased productivity for work teams with new and enhanced features
including wireless connectivity, automatic two-sided printing, mobile printing, and higher output speeds and
paper input capacity.
Mid-Range
Mid-Range comprises products for enterprises of all sizes. These products are sold through dedicated Xerox
branded partners, our direct sales force, indirect multi-branded channel partners and resellers worldwide. Our Mid-
Range products represented 57 percent of our total Document Technology segment revenue in 2014. We are a
leader in this product segment and offer a wide range of multifunction printers, copiers, digital printing presses and
light production devices, and solutions that deliver flexibility and advanced features.
In 2014 we continued to innovate and expand upon the ConnectKey® platform that was initially launched in 2013.
We increased the number of ConnectKey® enabled devices and continued expanding the security, workflow and
software application capabilities to enable superior print quality, mobility and security solutions, and cost control. For
example, we introduced Xerox Secure Access Version 5.0, a print management solution, which is a modular,
software-only solution allowing customers to use authentication features at a lower cost. We also added new
features to our Xerox Mobile Print Solution 3.0 that offer greater convenience, increased security and greater
flexibility in print job submission. Additionally, we launched Xerox App Studio 2.0, enabling new ConnectKey apps
to provide scanning to and printing from cloud repositories such as Microsoft Office 365, Dropbox and DocuShare.
Customers can also use an app to print from their own URL - whether contained in a firewall or the cloud - creating
a convenient, easy-to-use 'print-on-demand' environment.
Overall, we launched seven new devices in the second half of 2014 which included the 70 ppm WorkCentre® 7970
Color A3 MFP and the 55 ppm WorkCentre 5945/5955 Monochrome A3 MFP. We also launched the 70 ppm
Xerox® Color C60/C70 Printer light production devices, which include updated EFI and FreeFlow print controllers
that enhance productivity, reduce time intensive tasks and deliver high impact and vibrant images.
High-End
Our High-End digital color and monochrome solutions are designed for customers in the graphic communications
industry and large enterprises with high-volume printing requirements. Our High-End products comprised 23
percent of our total Document Technology segment revenue in 2014. Our High-End solutions enable full-color, on-
demand printing of a wide range of applications, including variable data for personalized content and 1:1 marketing.
During 2014, a significant initiative in the High-End segment was the continued development and growth of our
portfolio of workflow software offerings. Workflow automation is essential to our customers’ success, and our
workflow platforms are an outstanding complement to our world-class hardware offerings. We launched updates to
all of our major workflow components including FreeFlow® Core, FreeFlow® Digital Publisher, FreeFlow
Variable Information Suite, IntegratedPLUS Automated Finishing and IntegratedPLUS Automated Color
Management.
Within the High-End hardware portfolio, in 2014 we continued the integration and growth of our production inkjet
business, led by the Impika inkjet platforms as well as the Xerox® CiPress Production Inkjet Systems. The
newest Impika offering is the Impika® eVolution, which joins the Impika® Compact and Impika® Reference
in the Impika portfolio. These presses utilize proprietary, aqueous inkjet technology, and print at speeds as fast as
832 feet (254 meters) per minute, producing a wide range of commercial and industrial print applications. The
CiPress platform is based on Xerox solid ink technology, and provides unique value as the industry’s only waterless
production inkjet printing system.
While production inkjet is an important and growing segment, we currently remain the worldwide leader in the cut-
sheet production color and monochrome industry segments. In 2014, our most significant new product was the
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Xerox® Versant™ 2100 Press. The 2100 enables full color printing at speeds up to 100 pages per minute, with
outstanding Ultra HD Resolution print quality. The press also incorporates a wide range of automated tools,
including the Production Accurate Registration and the Xerox® Automated Color Quality Suite. These unique
features allow our customers to achieve increased performance, higher quality and better results.
Along with the new Versant 2100 Press, in 2014 we delivered a number of feature enhancements across our entire
cut sheet line which includes the Xerox iGen™, Xerox Color Presses, Xerox Nuvera™, DocuTech™ and
DocuPrint™ series, and Xerox® Wide Format IJP 2000.
Other Segment
The Other segment includes paper sales in our developing market countries, wide-format systems, licensing
revenue, Global Imaging Systems network integration solutions and non-allocated corporate items, including Other
expenses, net. Paper comprised approximately one-third of the revenues in the Other segment in 2014, which is
roughly the same as in 2013.
Geographic Information
Our global presence is one of our core strengths. Overall, 33 percent of our revenue is generated by customers
outside the U.S. We have a significant opportunity to leverage our global presence and customer relationships to
expand our Services business in Europe and developing markets.
In 2014, our revenues by geography were as follows: U.S. - $13,041 million (67 percent of total revenue), Europe -
$4,428 million (23 percent of total revenue), and Other areas - $2,071 million (10 percent of total revenue).
Revenues by geography are based on the location of the unit reporting the revenue and include export sales.
Patents, Trademarks and Licenses
Xerox and its subsidiaries were awarded 1,114 U.S. utility patents in 2014. On that basis, we rank 30th on the list of
companies that were awarded the most U.S. patents during the year. Including our research partner Fuji Xerox, we
were awarded about 1,950 U.S. utility patents in 2014. Our patent portfolio evolves as new patents are awarded to
us and as older patents expire. As of December 31, 2014, we held almost 12,600 U.S. design and utility
patents. These patents expire at various dates up to 20 years or more from their original filing dates. While we
believe that our portfolio of patents and applications has value, in general no single patent is essential to our
business or any individual segment. In addition, any of our proprietary rights could be challenged, invalidated or
circumvented, or may not provide significant competitive advantages.
In the U.S., we are party to numerous patent-licensing agreements and, in a majority of them, we license or assign
our patents to others in return for revenue and/or access to their patents. Most patent licenses expire concurrently
with the expiration of the last patent identified in the license. In 2014 we added 11 new agreements to our portfolio
of patent-licensing and sale agreements, and Xerox and its subsidiaries were licensor or seller in 7 of the
agreements. We are also a party to a number of cross-licensing agreements with companies that hold substantial
patent portfolios, including Canon, Microsoft, IBM, Hewlett-Packard, Oce, Sharp, Samsung, Seiko Epson, Toshiba
TEC and R.R. Donnelley. These agreements vary in subject matter, scope, compensation, significance and time.
In the U.S., we own more than 450 U.S. trademarks, either registered or applied for. These trademarks have a
perpetual life, subject to renewal every 10 years. We vigorously enforce and protect our trademarks.
Marketing and Distribution
We operate in over 180 countries, providing the industry's broadest portfolio of document technology, services and
software, and the most diverse array of business processes outsourcing solutions, through a variety of distribution
channels around the world. We manage our business based on the principal segments described earlier. We have
organized the marketing, selling and distribution of our products and services by geography, channel type and line
of business.
We go to market with a services-led approach and sell our products and services directly to customers through our
world-wide sales force and through a network of independent agents, dealers, value-added resellers, systems
integrators and the Web. In addition, our wholly-owned subsidiary, Global Imaging Systems (GIS), an office
technology dealer which is comprised of regional core companies in the U.S., sells document management and
network integration systems and services. We continued to expand our distribution to small and mid-size
businesses in 2014 through GIS's acquisition of two companies.
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Our brand is a valuable resource and continues to be ranked in the top percentile of the most valuable global
brands. In Europe, Africa, the Middle East and parts of Asia, we distribute our products through Xerox Limited, a
company established under the laws of England, as well as through related non-U.S. companies. Xerox Limited
enters into distribution agreements with unaffiliated third parties to distribute our products in many of the countries
located in these regions, and previously entered into agreements with unaffiliated third parties who distribute our
products in Sudan. Sudan, among others, has been designated as a state sponsor of terrorism by the U.S.
Department of State and is subject to U.S. economic sanctions. We maintain an export and sanctions compliance
program, and believe that we have been and are in compliance with U.S. laws and government regulations for
Sudan. We have no assets, liabilities or operations in Sudan other than liabilities under the distribution
agreements. After observing required prior notice periods, Xerox Limited terminated its distribution agreements with
distributors servicing Sudan in August 2006. Now, Xerox has only legacy obligations to third parties, such as
providing spare parts and supplies to these third parties. In 2014, total Xerox revenues of $19.5 billion included less
than $10 thousand attributable to Sudan.
Competition
Although we encounter competition in all areas of our business, we are the leader -- or among the leaders -- in each
of our principal business segments. We compete on the basis of technology, performance, price, quality, reliability,
brand, distribution and customer service and support.
In the Services business, our larger competitors include Accenture, Aon, Computer Sciences Corporation,
Convergys, Genpact, Hewlett-Packard, IBM and Teletech. In addition, we compete with in-house departments that
perform the functions that could be outsourced to us.
In the Document Technology business, our larger competitors include Canon, Hewlett-Packard, Konica Minolta,
Lexmark and Ricoh.
Our brand recognition, positive reputation for business process and document management expertise, innovative
technology and service delivery excellence are our competitive advantages. These advantages, combined with our
breadth of product offerings, global distribution channels and customer relationships, position us as a strong
competitor going forward.
Global Employment
Globally, we have approximately 147,500 direct employees, including approximately 5,300 sales professionals,
approximately 10,200 technical service employees and approximately 102,300 employees serving our customers
through on-site operations or off-site delivery centers. Approximately 9,800 of these employees are associated with
the ITO business and are expected to transition to Atos upon closure of the sale of the ITO business.
Customer Financing
We finance a large portion of our direct channel customer purchases of Xerox equipment through bundled lease
agreements. Financing facilitates customer acquisition of Xerox technology and enhances our value proposition,
while providing Xerox an attractive gross margin and a reasonable return on our investment in this business.
Additionally, because we primarily finance our own products and have a long history of providing financing to our
customers, we are able to minimize much of the risk normally associated with a finance business.
Because our lease contracts permit customers to pay for equipment over time rather than at the date of installation,
we maintain a certain level of debt to support our investment in these lease contracts. We fund our customer
financing activity through a combination of cash generated from operations, cash on hand, proceeds from capital
market offerings and on occasion the sale of selected finance receivables. There were no finance receivable sales
in 2014. At December 31, 2014, we had $4.3 billion of finance receivables and $0.5 billion of equipment on
operating leases, or Total Finance assets of $4.8 billion. We maintain an assumed 7:1 leverage ratio of debt to
equity as compared to our Finance assets, which results in the majority of our $7.7 billion of debt being allocated to
our financing business.
Refer to "Customer Financing Activities" in the Capital Resources and Liquidity section of Management's Discussion
and Analysis included in Item 7 of this 2014 Form 10-K, which is incorporated here by reference, for additional
information.
11
Manufacturing and Supply
Our manufacturing and distribution facilities are located around the world. The Company's largest manufacturing
site is in Webster, N.Y., where we produce the Xerox® iGen and Nuvera systems, components, EA Toner,
consumables, fusers, photoreceptors, and other products. Our other primary manufacturing operations are located
in: Dundalk, Ireland, for our High-End production products and consumables; Wilsonville, OR, for solid ink
consumable supplies and components for our mid-range and entry products; and Aubagne, France, for Impika
aqueous-ink production ink-jet systems. We also have a facility in Venray, Netherlands, that provides supplies
manufacturing and supply chain management for the Eastern Hemisphere.
Our master supply agreement with Flextronics, a global electronics manufacturing services company, to outsource
portions of manufacturing for our mid-range and entry businesses, continues through December 2015 (exclusive of
extension rights). We also acquire products from various third parties in order to increase the breadth of our product
portfolio and meet channel requirements.
We have arrangements with Fuji Xerox under which we purchase and sell products, some of which are the result of
mutual research and development agreements. Refer to Note 9 - Investments in Affiliates, at Equity in the
Consolidated Financial Statements, which is incorporated here by reference, for additional information regarding our
relationship with Fuji Xerox.
Services Global Production Model
Our global services production model is one of our key competitive advantages. We have approximately 130
Strategic Delivery Centers located around the world, including India, Philippines, Jamaica, Mexico, Guatemala,
Colombia, Brazil, Chile, Argentina, Ireland, Spain, Poland and Romania. These locations are comprised of
Customer Care Centers, Mega IT Data Centers, Finance and Accounting Centers, Resource Centers and
Document Process Centers. Our global production model is enabled by the use of proprietary technology, which
allows us to securely distribute client transactions within data privacy limits across a global workforce. This global
production model allows us to make the most of lower-cost production locations, consistent methodology and
processes, and time zone advantages. Approximately 15 of these centers are associated with the ITO business
and are expected to be transferred to Atos upon closure of the sale of the ITO business.
Fuji Xerox
Fuji Xerox is an unconsolidated entity in which we own a 25 percent interest, and FUJIFILM Holdings Corporation
(FujiFilm) owns a 75 percent interest. Fuji Xerox develops, manufactures and distributes document processing
products in Japan, China, Hong Kong, other areas of the Pacific Rim, Australia and New Zealand. We retain
significant rights as a minority shareholder. Our technology licensing agreements with Fuji Xerox ensure that the
two companies retain uninterrupted access to each other's portfolio of patents, technology and products.
International Operations
The financial measures by geographical area for 2014, 2013 and 2012 that are included in Note 2 - Segment
Reporting in the Consolidated Financial Statements, are incorporated here by reference. See also the risk factor
entitled “Our business, results of operations and financial condition may be negatively impacted by economic
conditions abroad, including local economies, political environments, fluctuating foreign currencies and shifting
regulatory schemes” in Part I, Item 1A included herein.
Backlog
Backlog, or the value of unfilled orders, is not a meaningful indicator of future business prospects because of the
significant proportion of our revenue that follows contract signing and/or equipment installation, the large volume of
products we deliver from shelf inventories and the shortening of product life cycles.
Seasonality
Our revenues are affected by such factors as the introduction of new products, the length of sales cycles and the
seasonality of technology purchases and services unit volumes. These factors have historically resulted in lower
revenues, operating profits and operating cash flows in the first quarter and the third quarter.
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Other Information
Xerox is a New York corporation, organized in 1906, and our principal executive offices are located at 45 Glover
Avenue, P.O. Box 4505, Norwalk, Connecticut 06856-4505. Our telephone number is (203) 968-3000.
In the Investor Information section of our Internet website, you will find our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports. We make these
documents available as soon as we can after we have filed them with, or furnished them to, the U.S. Securities and
Exchange Commission.
Our Internet address is www.xerox.com.
ITEM 1A. RISK FACTORS
Our business, results of operations and financial condition may be negatively impacted by conditions
abroad, including local economics, political environments, fluctuating foreign currencies and shifting
regulatory schemes.
A significant portion of our revenue is generated from operations outside the United States. In addition, we maintain
significant operations and acquire or manufacture many of our products and/or their components outside the United
States. Our future revenues, costs and results of operations could be significantly affected by changes in foreign
currency exchange rates - particularly the Japanese Yen to U.S. Dollar and Japanese Yen to Euro exchange rates,
as well as by a number of other factors, including changes in economic conditions from country to country, changes
in a country's political conditions, trade protection measures, licensing requirements, local tax issues, capitalization
and other related legal matters. We generally hedge foreign currency denominated assets, liabilities and anticipated
transactions primarily through the use of currency derivative contracts. The use of derivative contracts is intended to
mitigate or reduce transactional level volatility in the results of foreign operations, but does not completely eliminate
volatility. We do not hedge the translation effect of international revenues and expenses, which are denominated in
currencies other than our U.S. parent functional currency, within our consolidated financial statements. If our future
revenues, costs and results of operations are significantly affected by economic conditions abroad and we are
unable to effectively hedge these risks, they could materially adversely affect our results of operations and financial
condition.
If we fail to successfully develop new products, technologies and service offerings and protect our
intellectual property rights, we may be unable to retain current customers and gain new customers and our
revenues would decline.
The process of developing new high technology products and solutions is inherently complex and uncertain. It
requires accurate anticipation of customers' changing needs and emerging technological trends. We must make
long-term investments and commit significant resources before knowing whether these investments will eventually
result in products that achieve customer acceptance and generate the revenues required to provide desired returns.
In developing these new technologies and products, we rely upon patent, copyright, trademark and trade secret
laws in the United States and similar laws in other countries, and agreements with our employees, customers,
suppliers and other parties, to establish and maintain our intellectual property rights in technology and products
used in our operations. However, the laws of certain countries may not protect our proprietary rights to the same
extent as the laws of the United States and we may be unable to protect our proprietary technology adequately
against unauthorized third-party copying or use, which could adversely affect our competitive position. In addition,
some of our products rely on technologies developed by third parties. We may not be able to obtain or to continue to
obtain licenses and technologies from these third parties at all or on reasonable terms, or such third parties may
demand cross-licenses to our intellectual property. It is also possible that our intellectual property rights could be
challenged, invalidated or circumvented, allowing others to use our intellectual property to our competitive
detriment. We also must ensure that all of our products comply with existing and newly enacted regulatory
requirements in the countries in which they are sold, particularly European Union environmental directives. If we fail
to accurately anticipate and meet our customers' needs through the development of new products, technologies and
service offerings or if we fail to adequately protect our intellectual property rights or if our new products are not
widely accepted or if our current or future products fail to meet applicable worldwide regulatory requirements, we
could lose market share and customers to our competitors and that could materially adversely affect our results of
operations and financial condition.
13
Our government contracts are subject to termination rights, audits and investigations, which, if exercised,
could negatively impact our reputation and reduce our ability to compete for new contracts.
A significant portion of our revenues is derived from contracts with U.S. federal, state and local governments and
their agencies, as well as international governments and their agencies. Government entities typically finance
projects through appropriated funds. While these projects are often planned and executed as multi-year projects,
government entities usually reserve the right to change the scope of or terminate these projects for lack of approved
funding and/or at their convenience. Changes in government or political developments, including budget deficits,
shortfalls or uncertainties, government spending reductions (e.g., Congressional sequestration of funds under the
Budget Control Act of 2011) or other debt or funding constraints, such as those recently experienced in the United
States and Europe, could result in lower governmental sales and in our projects being reduced in price or scope or
terminated altogether, which also could limit our recovery of incurred costs, reimbursable expenses and profits on
work completed prior to the termination. Additionally, government contracts are generally subject to audits and
investigations by government agencies. If the government finds that we inappropriately charged any costs to a
contract, the costs are not reimbursable or, if already reimbursed, the cost must be refunded to the government. If
the government discovers improper or illegal activities or contractual non-compliance in the course of audits or
investigations, we may be subject to various civil and criminal penalties and administrative sanctions, which may
include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment
from doing business with the government. Any resulting penalties or sanctions could have a material adverse effect
on our business, financial condition, results of operations and cash flows. Further, the negative publicity that arises
from findings in such audits, investigations or the penalties or sanctions therefore could have an adverse effect on
our reputation in the industry and reduce our ability to compete for new contracts and may also have a material
adverse effect on our business, financial condition, results of operations and cash flow.
We derive significant revenue and profit from commercial and federal government contracts awarded
through competitive bidding processes, including renewals, which can impose substantial costs on us, and
we will not achieve revenue and profit objectives if we fail to accurately and effectively bid on such
projects.
Many of these contracts are extremely complex and require the investment of significant resources in order to
prepare accurate bids and proposals. Competitive bidding imposes substantial costs and presents a number of
risks, including: (i) the substantial cost and managerial time and effort that we spend to prepare bids and proposals
for contracts that may or may not be awarded to us; (ii) the need to estimate accurately the resources and costs that
will be required to implement and service any contracts we are awarded, sometimes in advance of the final
determination of their full scope and design; (iii) the expense and delay that may arise if our competitors protest or
challenge awards made to us pursuant to competitive bidding, and the risk that such protests or challenges could
result in the requirement to resubmit bids, and in the termination, reduction, or modification of the awarded
contracts; and (iv) the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.
Adverse events or developments in any of these bidding risks and uncertainties could materially and negatively
impact our business, financial condition, results of operations and cash flow.
For our services contracts, we rely to a significant extent on third-party providers, such as subcontractors,
a relatively small number of primary software vendors, utility providers and network providers; if they
cannot deliver or perform as expected or if our relationships with them are terminated or otherwise change,
our business, results of operations and financial condition could be materially adversely affected.
Our ability to service our customers and clients and deliver and implement solutions depends to a large extent on
third-party providers such as subcontractors, a relatively small number of primary software vendors and utility
providers and network providers meeting their obligations to us and our expectations in a timely, quality manner.
Our business, revenues, profitability and cash flows could be materially and adversely affected and we might incur
significant additional liabilities if these third-party providers do not meet these obligations or our or our clients'
expectations or if they terminate or refuse to renew their relationships with us or were to offer their products to us
with less advantageous prices and other terms than we previously had. In addition, a number of our facilities are
located in jurisdictions outside of the United States where the provision of utility services, including electricity and
water, may not be consistently reliable and, while there are backup systems in many of our operating facilities, an
extended outage of utility or network services could have a material adverse effect on our operations, revenues,
cash flow and profitability.
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We face significant competition and our failure to compete successfully could adversely affect our results
of operations and financial condition.
We operate in an environment of significant competition, driven by rapid technological developments, changes in
industry standards, and demands of customers to become more efficient. Our competitors range from large
international companies to relatively small firms. Some of the large international companies have significant
financial resources and compete with us globally to provide document processing products and services and/or
business process services in each of the markets we serve. We compete primarily on the basis of technology,
performance, price, quality, reliability, brand, distribution and customer service and support. Our success in future
performance is largely dependent upon our ability to compete successfully in the markets we currently serve, to
promptly and effectively react to changing technologies and customer expectations and to expand into additional
market segments. To remain competitive, we must develop services, applications and new products; periodically
enhance our existing offerings; and attract and retain key personnel and management. If we are unable to compete
successfully, we could lose market share and important customers to our competitors and that could materially
adversely affect our results of operations and financial condition.
Our profitability is dependent upon our ability to obtain adequate pricing for our products and services and
to improve our cost structure.
Our success depends on our ability to obtain adequate pricing for our services and products and that will provide a
reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for our
services and products may decline from previous levels. In addition, pricing actions to offset the effect of currency
devaluations may not prove sufficient to offset further devaluations or may not hold in the face of customer
resistance and/or competition. If we are unable to obtain adequate pricing for our services and products, it could
materially adversely affect our results of operations and financial condition. In addition, our services contracts are
increasingly requiring tighter timelines for implementation as well as more stringent service level metrics. This
makes the bidding process for new contracts much more difficult and requires us to adequately consider these
requirements in the pricing of our services.
We continually review our operations with a view towards reducing our cost structure, including reducing our
employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some
internal functions. We from time to time engage in restructuring actions to reduce our cost structure. If we are
unable to continue to maintain our cost base at or below the current level and maintain process and systems
changes resulting from prior restructuring actions, it could materially adversely affect our results of operations and
financial condition.
In addition, in order to continually meet the service requirements of our customers, which often includes 24/7
service, and to optimize our employee cost base, we often locate our delivery service centers in lower-cost
locations, including several developing countries. Concentrating our delivery service centers in these locations
presents a number of operational risks, many of which are beyond our control, including the risks of political
instability, natural disasters, safety and security risks, labor disruptions and rising labor rates. These risks could
impair our ability to effectively provide services to our customers and keep our costs aligned to our associated
revenues and market requirements.
Our ability to sustain and improve profit margins is dependent on a number of factors, including our ability to
continue to improve the cost efficiency of our operations through such programs as Lean Six Sigma, the level of
pricing pressures on our services and products, the proportion of high-end as opposed to low-end equipment sales
(product mix), the trend in our post-sale revenue growth and our ability to successfully complete information
technology initiatives. If any of these factors adversely materialize or if we are unable to achieve and maintain
productivity improvements through design efficiency, supplier and manufacturing cost improvements and
information technology initiatives, our ability to offset labor cost inflation, potential materials cost increases and
competitive price pressures would be impaired, all of which could materially adversely affect our results of
operations and financial condition.
15
We are subject to laws of the United States and foreign jurisdictions relating to individually identifiable
information, and failure to comply with those laws, whether or not inadvertent, could subject us to legal
actions and negatively impact our operations.
We receive, process, transmit and store information relating to identifiable individuals, both in our role as a service
and technology provider and as an employer. As a result, we are subject to numerous United States (both federal
and state) and foreign jurisdiction laws and regulations designed to protect individually identifiable information,
including the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations
governing, among other things, the privacy, security and electronic transmission of individually identifiable health
information, and the European Union Directive on Data Protection (Directive 95/46/EC). Other United States (both
federal and state) and foreign jurisdiction laws apply to our processing of individually identifiable information and
these laws have been subject to frequent changes, and new legislation in this area may be enacted at any time.
Changes to existing laws, introduction of new laws in this area, or failure to comply with existing laws that are
applicable to us may subject us to, among other things, additional costs or changes to our business practices,
liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to
obtain and process information and allegations by our customers and clients that we have not performed our
contractual obligations, any of which may have a material adverse effect on our profitability and cash flow.
We are subject to breaches of our security systems and service interruptions which could expose us to
liability, impair our reputation or temporarily render us unable to fulfill our service obligations under our
contracts.
We have implemented security systems with the intent of maintaining the physical security of our facilities and
protecting our customers', clients' and suppliers' confidential information and information related to identifiable
individuals against unauthorized access through our information systems or by other electronic transmission or
through the misdirection, theft or loss of physical media. These include, for example, the appropriate encryption of
information. Despite such efforts, we are subject to breach of security systems which may result in unauthorized
access to our facilities and/or the information we are trying to protect. Because the techniques used to obtain
unauthorized access are constantly changing and becoming increasingly more sophisticated and often are not
recognized until launched against a target, we may be unable to anticipate these techniques or implement sufficient
preventative measures. If unauthorized parties gain physical access to one of our facilities or electronic access to
our information systems or such information is misdirected, lost or stolen during transmission or transport, any theft
or misuse of such information could result in, among other things, unfavorable publicity, governmental inquiry and
oversight, difficulty in marketing our services, allegations by our customers and clients that we have not performed
our contractual obligations, litigation by affected parties and possible financial obligations for damages related to the
theft or misuse of such information, any of which could have a material adverse effect on our profitability and cash
flow. We also maintain various systems and data centers for our customers. Often these systems and data centers
must be maintained worldwide and on a 24/7 basis. Although we endeavor to ensure that there is adequate back-
up and maintenance of these systems and centers, we could experience service interruptions that could result in
curtailed operations and loss of customers, which would reduce our revenue and profits in addition to impairing our
reputation.
Our ability to recover capital investments in connection with our contracts is subject to risk.
In order to attract and retain large outsourcing contracts, we sometimes make significant capital investments to
enable us to perform our services under the contracts, such as purchases of information technology equipment and
costs incurred to develop and implement software. The net book value of such assets recorded, including a portion
of our intangible assets, could be impaired, and our earnings and cash flow could be materially adversely affected in
the event of the early termination of all or a part of such a contract or a reduction in volumes and services
thereunder for reasons such as a customer's or client's merger or acquisition, divestiture of assets or businesses,
business failure or deterioration, or a customer's or client's exercise of contract termination rights.
Our services business could be adversely affected if we are unsuccessful in managing the start-up of new
contracts.
In order for our services business to continue its growth, we must successfully manage the start-up of services
related to new contracts. If a client is not satisfied with the quality of work performed by us or a subcontractor, or
with the type of services or solutions delivered, then we could incur additional costs to address the situation, the
profitability of that work might be impaired and the client's dissatisfaction with our services could damage our ability
to obtain additional work from that client or obtain new work from other potential clients. In particular, clients who are
not satisfied might seek to terminate existing contracts prior to their scheduled expiration date, which may result in
Xerox 2014 Annual Report
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our inability to fully recover our up-front investments. In addition, clients could direct future business to our
competitors. We could also trigger contractual credits to clients or a contractual default. Failure to properly transition
new clients to our systems, properly budget transition costs or accurately estimate new contract operational costs
could result in delays in our contract performance, trigger service level penalties, impair fixed or intangible assets or
result in contract profit margins that do not meet our expectations or our historical profit margins.
In addition, we incur significant expenditures for the development and construction of system software platforms
needed to support our clients' needs. Our failure to fully understand client requirements or implement the
appropriate operating systems or databases or solutions which enable the use of other supporting software may
delay the project and result in cost overruns or potential impairment of the related software platforms.
If we are unable to collect our receivables for unbilled services, our results of operations, financial
condition and cash flows could be adversely affected.
The profitability of certain of our large services contracts depends on our ability to successfully obtain payment from
our clients of the amounts they owe us for work performed. Actual losses on client balances could differ from current
estimates and, as a result, may require adjustment of our receivables for unbilled services. Our receivables include
long-term contracts and over the course of a long-term contract, our customers' financial condition may change
such that their ability to pay their obligations, and our ability to collect our fees for services rendered, is adversely
affected. Additionally, we may perform work for the federal, state and local governments, with respect to which we
must file requests for equitable adjustment or claims with the proper agency to seek recovery in whole or in part, for
out-of-scope work directed or caused by the government customer in support of its project, and the amounts of such
recoveries may not meet our expectations or cover our costs. Macroeconomic conditions could result in financial
difficulties, including limited access to the credit markets, insolvency or bankruptcy, for our clients and, as a result,
could cause clients to delay payments to us, request modifications to their payment arrangements that could
increase our receivables balance, or default on their payment obligations to us. Timely collection of client balances
also depends on our ability to complete our contractual commitments (for example, achieve specified milestones in
percentage-of-completion contracts) and bill and collect our contracted revenues. If we are unable to meet our
contractual requirements, we might experience delays in collection of and/or be unable to collect our client
balances, and if this occurs, our results of operations and cash flows could be adversely affected. In addition, if we
experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected.
We have outsourced a significant portion of our overall worldwide manufacturing operations and
increasingly are relying on third-party manufacturers, subcontractors and external suppliers.
We have outsourced a significant portion of our overall worldwide manufacturing operations to third parties and
various service providers. To the extent that we rely on third-party manufacturing relationships, we face the risk that
those manufacturers may not be able to develop manufacturing methods appropriate for our products, they may not
be able to quickly respond to changes in customer demand for our products, they may not be able to obtain
supplies and materials necessary for the manufacturing process, they may experience labor shortages and/or
disruptions, manufacturing costs could be higher than planned and the reliability of our products could decline. If
any of these risks were to be realized, and assuming similar third-party manufacturing relationships could not be
established, we could experience interruptions in supply or increases in costs that might result in our being unable
to meet customer demand for our products, damage our relationships with our customers and reduce our market
share, all of which could materially adversely affect our results of operations and financial condition.
In addition, in our services business we may partner with other parties, including software and hardware vendors, to
provide the complex solutions required by our customers. Therefore, our ability to deliver the solutions and provide
the services required by our customers is dependent on our and our partners' ability to meet our customers'
requirements and schedules. If we or our partners fail to deliver services or products as required and on time, our
ability to complete the contract may be adversely affected, which may have an adverse impact on our revenue and
profits.
We need to successfully manage changes in the printing environment and market because our operating
results may be negatively impacted by lower equipment placements and usage trends.
The printing market and environment is changing significantly as a result of new technologies, shifts in customer
preferences in office printing and the expansion of new printing markets. Examples include mobile printing, color
printing, continuous feed inkjet printing and the expansion of the market for entry products (A4 printers) and high-
end products (B1/B2 printers). A significant part of our strategy and ultimate success in this changing market is our
ability to develop and market technology that produces products and services that meet these changes. Our future
17
success in executing on this strategy depends on our ability to make the investments and commit the necessary
resources in this highly competitive market. If we are unable to develop and market advanced and competitive
technologies, it may negatively impact expansion of our worldwide equipment placements, as well as sales of
services and supplies occurring after the initial equipment placement (post sale revenue) in the key growth markets
of digital printing, color and multifunction systems. We expect that revenue growth can be further enhanced through
our document management and consulting services in the areas of personalized and product life cycle
communications, enterprise managed print services and document content and imaging. The ability to achieve
growth in our equipment placements is subject to the successful implementation of our initiatives to provide
advanced systems, industry-oriented global solutions and services for major customers, improve direct and indirect
sales productivity and expand and successfully manage our indirect distribution channels in the face of global
competition and pricing pressures. Our ability to increase post sale revenue is largely dependent on our ability to
increase the volume of pages printed, the mix and price of color pages, equipment utilization and color adoption, as
well as our ability to retain a high level of supplies sales in unbundled contracts. Equipment placements typically
occur through leases with original terms of three to five years. There will be a lag between the increase in
equipment placements and an increase in post sale revenues. In addition, with respect to our indirect distribution
channels, many of our partners may sell competing products, further increasing the need to successfully manage
our relationships with our partners to ensure they meet our specific sale and distribution requirements for equipment
placements and post sale revenues. If we are unable to maintain a consistent trend of revenue growth, it could
materially adversely affect our results of operations and financial condition.
Our ability to fund our customer financing activities at economically competitive levels depends on our
ability to borrow and the cost of borrowing in the credit markets.
The long-term viability and profitability of our customer financing activities is dependent, in part, on our ability to
borrow and the cost of borrowing in the credit markets. This ability and cost, in turn, is dependent on our credit
ratings and is subject to credit market volatility. We primarily fund our customer financing activity through a
combination of cash generated from operations, cash on hand, capital market offerings, sales and securitizations of
finance receivables and commercial paper borrowings. Our ability to continue to offer customer financing and be
successful in the placement of equipment with customers is largely dependent on our ability to obtain funding at a
reasonable cost. If we are unable to continue to offer customer financing, it could materially adversely affect our
results of operations and financial condition.
Our ability to deliver services could be impaired if we are unable to hire or retain qualified personnel in
certain areas of our business, which could result in decreased revenues or additional costs.
At times, we have experienced difficulties in hiring personnel with the desired levels of training or experience. In
regard to the labor-intensive business of the Company, quality service and adequate internal controls depend on our
ability to retain employees and manage personnel turnover. An increase in the employee turnover rate or our
inability to recruit and retain qualified personnel could increase recruiting and training costs and potentially decrease
revenues or decrease our operating effectiveness and productivity. We may not be able to continue to hire, train and
retain a sufficient number of qualified personnel to adequately staff new client projects. Additionally, we need to
identify managerial personnel in emerging markets and lower-cost locations where the depth of skilled employees is
often limited and competition for these resources is intense. If we are unable to develop and retain these
managerial employees with leadership capabilities our ability to successfully manage our business units could be
impaired.
Our significant debt could adversely affect our financial health and pose challenges for conducting our
business.
We have and will continue to have a significant amount of debt and other obligations, the majority of which support
our customer financing activities. Our substantial debt and other obligations could have important consequences.
For example, it could (i) increase our vulnerability to general adverse economic and industry conditions; (ii) limit our
ability to obtain additional financing for future working capital, capital expenditures, acquisitions and other general
corporate requirements; (iii) increase our vulnerability to interest rate fluctuations because a portion of our debt has
variable interest rates; (iv) require us to dedicate a substantial portion of our cash flows from operations to service
debt and other obligations thereby reducing the availability of our cash flows from operations for other purposes;
(v) limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we
operate; (vi) place us at a competitive disadvantage compared to our competitors that have less debt; and
(vii) become due and payable upon a change in control. If new debt is added to our current debt levels, these
related risks could increase.
Xerox 2014 Annual Report
18
We need to maintain adequate liquidity in order to meet our operating cash flow requirements, repay
maturing debt and meet other financial obligations, such as payment of dividends to the extent declared by
our Board of Directors. If we fail to comply with the covenants contained in our various borrowing
agreements, it may adversely affect our liquidity, results of operations and financial condition.
Our liquidity is a function of our ability to successfully generate cash flows from a combination of efficient operations
and continuing operating improvements, access to capital markets and funding from third parties. We believe our
liquidity (including operating and other cash flows that we expect to generate) will be sufficient to meet operating
requirements as they occur; however, our ability to maintain sufficient liquidity going forward depends on our ability
to generate cash from operations and access to the capital markets and funding from third parties, all of which are
subject to the general liquidity of and on-going changes in the credit markets as well as general economic, financial,
competitive, legislative, regulatory and other market factors that are beyond our control.
The Credit Facility contains financial maintenance covenants, including maximum leverage (debt for borrowed
money divided by consolidated EBITDA, as defined) and a minimum interest coverage ratio (consolidated EBITDA
divided by consolidated interest expense, as defined). At December 31, 2014, we were in full compliance with the
covenants and other provisions of the Credit Facility. Failure to comply with material provisions or covenants in the
Credit Facility could have a material adverse effect on our liquidity, results of operations and financial condition.
Our business, results of operations and financial condition may be negatively impacted by legal and
regulatory matters.
We have various contingent liabilities that are not reflected on our balance sheet, including those arising as a result
of being involved in a variety of claims, lawsuits, investigations and proceedings concerning: securities law;
governmental entity contracting, servicing and procurement laws; intellectual property law; environmental law;
employment law; the Employee Retirement Income Security Act (ERISA); and other laws and regulations, as
discussed in the “Contingencies” note in the Consolidated Financial Statements. Should developments in any of
these matters cause a change in our determination as to an unfavorable outcome and result in the need to
recognize a material accrual or materially increase an existing accrual, or should any of these matters result in a
final adverse judgment or be settled for significant amounts above any existing accruals, it could have a material
adverse effect on our results of operations, cash flows and financial position in the period or periods in which such
change in determination, judgment or settlement occurs.
Our operations and our products are subject to environmental regulations in each of the jurisdictions in which we
conduct our business and sell our products. Some of our manufacturing operations use, and some of our products
contain, substances that are regulated in various jurisdictions. For example, various countries and jurisdictions have
adopted or are expected to adopt restrictions on the types and amounts of chemicals that may be present in
electronic equipment or other items that we use or sell. If we do not comply with applicable rules and regulations in
connection with the use of such substances and the sale of products containing such substances, then we could be
subject to liability and could be prohibited from selling our products in their existing forms, which could have a
material adverse effect on our results of operations and financial condition. Further, various countries and
jurisdictions have adopted or are expected to adopt, programs that make producers of electrical goods, including
computers and printers, responsible for certain labeling, collection, recycling, treatment and disposal of these
recovered products. If we are unable to collect, recycle, treat and dispose of our products in a cost-effective manner
and in accordance with applicable requirements, it could materially adversely affect our results of operations and
financial condition. Other potentially relevant initiatives throughout the world include proposals for more extensive
chemical registration requirements and/or possible bans on the use of certain chemicals, various efforts to limit
energy use in products and other environmentally related programs impacting products and operations, such as
those associated with climate change accords, agreements and regulations. For example, the European Union's
Energy-Related Products Directive (ERP) has led to the adoption of “implementing measures” or "voluntary
agreements" that require certain classes of products to achieve certain design and/or performance standards, in
connection with energy use and potentially other environmental parameters and impacts. A number of our products
are already required to comply with ERP requirements and further regulations are being developed by the EU
authorities. Another example is the European Union “REACH” Regulation (Registration, Evaluation, Authorization
and Restriction of Chemicals), a broad initiative that requires parties throughout the supply chain to register, assess
and disclose information regarding many chemicals in their products. Depending on the types, applications, forms
and uses of chemical substances in various products, REACH could lead to restrictions and/or bans on certain
chemical usage. Xerox continues its efforts toward monitoring and evaluating the applicability of these and
numerous other regulatory initiatives in an effort to develop compliance strategies. As these and similar initiatives
and programs become regulatory requirements throughout the world and/or are adopted as public or private
19
procurement requirements, we must comply or potentially face market access limitations that could have a material
adverse effect on our operations and financial condition. Similarly, environmentally driven procurement
requirements voluntarily adopted by customers in the marketplace (e.g., U.S. EPA EnergyStar) are constantly
evolving and becoming more stringent, presenting further market access challenges if our products fail to comply.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
We own several manufacturing, engineering and research facilities and lease other facilities. Our principal
manufacturing and engineering facilities, located in New York, California, Oklahoma, Oregon, Canada, U.K., Ireland
and the Netherlands, are used primarily by the Document Technology segment. Our principal research facilities are
located in California, New York, Canada, France and India. The research activities in our principal research centers
benefit all of our operating segments. We lease and own several facilities worldwide to support our Services
segment with larger concentrations of space in Texas, Kentucky, New Jersey, California, Mexico, Guatemala,
Philippines, Jamaica, Romania and India. Our Corporate Headquarters is a leased facility located in Norwalk,
Connecticut.
As a result of implementing our restructuring programs (refer to Note 11 - Restructuring and Asset Impairment
Charges in the Consolidated Financial Statements, which is incorporated here by reference) as well as various
productivity initiatives, several leased and owned properties became surplus. We are obligated to maintain our
leased surplus properties through required contractual periods. We have disposed or subleased certain of these
properties and are actively pursuing the successful disposition of remaining surplus properties.
In December 2014 we announced an agreement to sell our Information Technology Outsourcing (ITO) business to
Atos SE (Atos). The transaction is subject to customary closing conditions and regulatory approval and is expected
to close in the first half of 2015. As part of the announcement, 9,800 Xerox employees, located in 330 facilities in 45
countries, will be transferring to Atos. However, a substantial number of these facilities are customer sites not
leased or owned by Xerox. The following is the expected impact of the ITO divestiture on Xerox's worldwide
property portfolio. ITO occupies about 1.3 million square feet out of 2.8 million square feet in 61 primarily owned or
leased buildings. There are an additional 84 owned or leased buildings in which ITO has 21 or less employees in
each building. These properties are part of the due diligence/closing process and appropriate actions will be agreed
and taken to transfer some properties to the buyer; the buyer will exit some properties and relocate to their property
portfolio; and some properties will be shared.
We also own or lease numerous facilities globally, which house general offices, sales offices, service locations, data
centers, call centers and distributions centers. It is our opinion that our properties have been well maintained, are in
sound operating condition and contain all the necessary equipment and facilities to perform their functions. We
believe that our current facilities are suitable and adequate for our current businesses.
ITEM 3. LEGAL PROCEEDINGS
The information set forth under Note 18 "Contingencies and Litigation" in the Consolidated Financial Statements is
incorporated here by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Xerox 2014 Annual Report
20
Part II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Stock Exchange Information
Xerox common stock (XRX) is listed on the New York Stock Exchange and the Chicago Stock Exchange.
Xerox Common Stock Prices and Dividends
New York Stock Exchange composite prices *
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2014
High
Low
Dividends declared per share
2013
High
Low
Dividends declared per share
_____________
* Price as of close of business.
$
$
12.44
$
12.92
$
14.05
$
10.30
0.0625
11.06
0.0625
12.20
0.0625
$
8.76
7.11
$
9.49
8.33
0.0575
0.0575
10.51
$
9.23
0.0575
14.32
12.21
0.0625
12.23
9.61
0.0575
In January 2015, the Board of Directors approved an increase in the Company's quarterly cash dividend from
6.25 cents per share to 7.00 cents per share, beginning with the dividend payable on April 30, 2015.
Common Shareholders of Record
See Item 6 - Selected Financial Data, Five Years in Review, Common Shareholders of Record at Year-End,
which is incorporated here by reference.
PERFORMANCE GRAPH
21
Total Return To Shareholders
(Includes reinvestment of dividends)
2009
2010
2011
2012
2013
2014
Xerox Corporation
S&P 500 Index
S&P 500 Information Technology Index
$
100.00
$
138.56
$
97.62
$
85.56
$
156.26
$
100.00
100.00
115.06
110.19
117.49
112.85
136.30
129.57
180.44
166.41
181.51
205.14
199.89
Year Ended December 31,
Source: Standard & Poor's Investment Services
Notes: Graph assumes $100 invested on December 31, 2009 in Xerox, the S&P 500 Index and the S&P 500 Information
Technology Index, respectively, and assumes dividends are reinvested.
SALES OF UNREGISTERED SECURITIES DURING THE QUARTER ENDED DECEMBER 31, 2014
During the quarter ended December 31, 2014, Registrant issued the following securities in transactions that were
not registered under the Securities Act of 1933, as amended (the “Act”).
Dividend Equivalent
(a) Securities issued on October 31, 2014: Registrant issued 3,105 deferred stock units (DSUs), representing the
right to receive shares of Common stock, par value $1 per share, at a future date.
(b) No underwriters participated. The shares were issued to each of the non-employee Directors of Registrant:
Richard J. Harrington, William Curt Hunter, Robert J. Keegan, Charles Prince, Ann N. Reese, Sara Martinez
Tucker and Mary Agnes Wilderotter.
The DSUs were issued at a deemed purchase price of $13.24 per DSU (aggregate price $41,110), based
upon the market value of our Common Stock on the date of record, in payment of the dividend equivalents
due to DSU holders pursuant to Registrant’s 2004 Equity Compensation Plan for Non-Employee Directors.
(d) Exemption from registration under the Act was claimed based upon Section 4(2) as a sale by an issuer not
(c)
involving a public offering.
Issuer Purchases of Equity Securities During the Quarter Ended December 31, 2014
Repurchases of Xerox Common Stock, par value $1 per share include the following:
Board Authorized Share Repurchase Program:
Total Number of
Shares
Purchased
Average Price
Paid per Share(1)
10,801,000
$
7,200,000
7,609,500
25,610,500
12.84
13.35
13.85
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs(2)
Maximum Approximate
Dollar Value of Shares
That May Yet Be
Purchased Under the
Plans or Programs(2)
10,801,000
$
246,259,695
7,200,000
7,609,500
25,610,500
1,650,139,158
1,544,724,362
October 1 through 31
November 1 through 30
December 1 through 31
Total
_____________
(1) Exclusive of fees and costs.
(2)
In November 2014, the Board of Directors authorized an additional $1.5 billion in share repurchase. Of the cumulative $8.0 billion of share
repurchase authority granted by our Board of Directors, exclusive of fees and expenses, approximately $6.5 billion has been used through
December 31, 2014. Repurchases may be made on the open market, or through derivative or negotiated transactions. Open-market
repurchases will be made in compliance with the Securities and Exchange Commission’s Rule 10b-18, and are subject to market
conditions, as well as applicable legal and other considerations.
Xerox 2014 Annual Report
22
Repurchases Related to Stock Compensation Programs(1):
Total Number of
Shares
Purchased
Average Price
Paid per Share(2)
16,696
$
13.08
—
—
16,696
—
—
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number
(or Approximate Dollar Value)
of Shares That May Yet Be
Purchased under the Plans or
Programs
n/a
n/a
n/a
n/a
n/a
n/a
October 1 through 31
November 1 through 30
December 1 through 31
Total
______________
(1) These repurchases are made under a provision in our stock-based compensation programs and represent the indirect repurchase of shares
through a net-settlement feature upon the vesting of shares in order to satisfy minimum statutory tax-withholding requirements.
(2) Exclusive of fees and costs.
23
ITEM 6. SELECTED FINANCIAL DATA
FIVE YEARS IN REVIEW
(in millions, except per-share data)
Per-Share Data
Income from continuing operations
Basic
Diluted
Earnings
Basic
Diluted
Common stock dividends declared
Operations
Revenues
Sales
Outsourcing, maintenance and rentals
Financing
Income from continuing operations
Income from continuing operations - Xerox
Net income
Net income - Xerox
Financial Position
Working capital
Total Assets
Consolidated Capitalization
Short-term debt and current portion of long-term debt
Long-term debt
Total Debt(3)
Liability to subsidiary trust issuing preferred securities
Series A convertible preferred stock
Xerox shareholders' equity
Noncontrolling interests
2014
2013 (1)
2012(1)
2011(1)
2010(1),(2)
$
$
0.92
0.90
0.82
0.81
0.25
$
0.91
0.89
0.93
0.91
0.23
$
0.87
0.85
0.90
0.88
0.17
$
0.86
0.84
0.92
0.90
0.17
0.39
0.39
0.44
0.43
0.17
$
19,540
$
20,006
$
20,421
$
20,638
$
19,650
5,288
13,865
387
1,107
1,084
992
969
5,582
13,941
483
1,159
1,139
1,179
1,159
5,827
13,997
597
1,180
1,152
1,223
1,195
6,265
13,741
632
1,252
1,219
1,328
1,295
6,297
12,693
660
575
544
637
606
$
$
2,798
$
2,825
$
2,363
$
1,531
$
2,222
27,658
29,036
30,015
30,116
30,600
1,427
$
1,117
$
1,042
$
1,545
$
6,314
7,741
—
349
10,634
75
6,904
8,021
—
349
12,300
119
7,447
8,489
—
349
11,521
143
7,088
8,633
—
349
11,876
149
1,370
7,237
8,607
650
349
12,006
153
Total Consolidated Capitalization
$
18,799
$
20,789
$
20,502
$
21,007
$
21,765
Selected Data and Ratios
Common shareholders of record at year-end
Book value per common share
Year-end common stock market price
Employees at year-end
Gross margin
Sales gross margin
Outsourcing, maintenance and rentals gross margin
Finance gross margin
35,307
9.52
13.86
37,552
10.35
12.17
$
$
$
$
39,397
41,982
$
$
9.41
6.82
$
$
8.88
7.96
$
$
43,383
8.59
11.52
147,500
143,100
147,600
139,700
136,500
32.0%
38.2%
28.7%
63.8%
32.4%
36.4%
29.6%
66.3%
33.2%
36.5%
30.4%
66.8%
34.5%
36.8%
32.2%
63.4%
36.4%
37.7%
34.4%
62.7%
___________
(1)
Income Statement items have been revised for all periods to reflect our Discontinued Operations. Refer to Note 4 - Divestitures in our
Consolidated Financial Statements, which is incorporated here by reference, for additional information.
(2) 2010 results include the acquisition of ACS as of February 5, 2010.
(3)
Includes capital lease obligations.
Xerox 2014 Annual Report
24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following Management’s Discussion and Analysis (MD&A) is intended to help the reader understand the results
of operations and financial condition of Xerox Corporation. MD&A is provided as a supplement to, and should be
read in conjunction with, our Consolidated Financial Statements and the accompanying notes. Throughout the
MD&A, we refer to various notes to our Consolidated Financial Statements which appear in Item 8 of this 2014
Form 10-K, and the information contained in such notes is incorporated by reference into the MD&A in the places
where such references are made.
Throughout this document, references to “we,” “our,” the “Company,” and “Xerox” refer to Xerox Corporation and its
subsidiaries. References to “Xerox Corporation” refer to the stand-alone parent company and do not include its
subsidiaries.
Executive Overview
With revenues of $19.5 billion, we are the world's leading global enterprise for business process and document
management solutions. We provide services, technology and expertise to enable our customers - from small
businesses to large global enterprises - to focus on their core business and operate more effectively.
Headquartered in Norwalk, Connecticut, the 147,500 people of Xerox serve customers in more than 180 countries
providing business services, printing equipment and software for commercial and government organizations. In
2014, 33% of our revenue was generated outside the U.S.
We are a leader across large, diverse and growing markets estimated at over $650 billion. The global business
process outsourcing market is very broad, encompassing multi-industry business processes as well as industry-
specific business processes, and our addressable market is estimated at almost $300 billion. The document
management market is estimated at roughly $100 billion and is comprised of the document systems, software,
solutions and services that our customers have relied upon for years to help run their businesses and reduce their
costs. The remaining market is the global information technology outsourcing market segment, which is
estimated to be roughly $250 billion in aggregate - see the following paragraph.
On December 18, 2014, we announced an agreement to sell our Information Technology Outsourcing (ITO)
business to Atos SE (Atos). The transaction is subject to customary closing conditions and regulatory approval and
is expected to close in the first half of 2015. As a result of this pending transaction and having met applicable
accounting requirements, in 2014 we reported the ITO business as a Discontinued Operation and reclassified its
results from the Services segment to Discontinued Operations. Subsequent to the closing of this transaction, Xerox
will no longer directly market stand-alone IT services. This transaction is part of our on-going effort to evolve our
portfolio in line with our business and financial strategy. It gives us the opportunity to make further investments and
acquisitions in our remaining Services business - strengthening our competitive positioning and supporting our
global expansion goals. Refer to Note 4 - Divestitures in our Consolidated Financial Statements for additional
information regarding Discontinued Operations.
We organize our business around two main reportable segments: Services and Document Technology.
• Our Services segment is comprised of business process outsourcing (BPO) and document outsourcing
(DO) services.
In 2014 we focused on improving our cost infrastructure and evolving our Services portfolio to enable increased
revenue growth and margin expansion. Revenue from Services grew 1% in 2014, reflecting growth in both
service offerings, BPO and DO, and represented 54% of our total revenues. Revenue growth was below the
prior year growth rate of 2% and our longer-term expectations of mid-to-high single digit growth; however, we
did deliver improvements in revenue growth and profit margin through the year. Services signings in 2014
declined by 13% but were up 20% year-over-year in fourth quarter 2014. During 2014, we implemented
initiatives to improve our go-to-market effectiveness, software platform implementation and global service
delivery capabilities. Across our services portfolio, the diversity of our offerings and the differentiated solutions
we provide, enable us to deliver greater value to our customers.
25
• Our Document Technology segment is comprised of our document technology and related supplies, technical
service and equipment financing (excluding contracts related to document outsourcing). Our product groups
within this segment include Entry, Mid-Range and High-End products.
In 2014 we focused on maintaining our market leadership in Document Technology as well as continuing to
reduce our cost base. This strategy included expanding the software and application capabilities of Xerox®
ConnectKey®, a major new software and solutions capability we launched in 2013. In 2014 we broadened the
number of devices that are enabled with this capability and grew our indirect sales channels to expand our
reach to small and mid-sized businesses (SMB). Document Technology revenues declined 6% in 2014, in line
with expectations.
Annuity-Based Business Model
In 2014, 84% of our total revenue was annuity-based, which includes contracted services, equipment maintenance,
consumable supplies and financing, among other elements. Our annuity revenue significantly benefits from growth
in Services. Some of the key indicators of annuity revenue growth include:
• Services signings, which reflects the estimated future revenues from contracts signed during the period.
• Services renewal rate, which is defined as the annual recurring revenue (ARR) on contracts that are renewed
during the period, calculated as a percentage of ARR on all contracts where a renewal decision was made
during the period.
• Services pipeline growth, which measures the increase in new business opportunities.
•
Installations of printers and multifunction printers as well as the number of machines in the field (MIF) and the
page volume and mix of pages printed on color devices, where available.
Acquisitions
Consistent with our strategy to enhance our Services offerings and global presence and to expand our distribution
capabilities in Document Technology, we completed several acquisitions during 2014. Refer to Acquisitions and
Divestitures section in Item 1. Business in this Form 10-K as well as Note 3 - Acquisitions in our Consolidated
Financial Statements for additional information regarding our 2014 acquisitions.
Financial Overview
Total revenue of $19.5 billion in 2014 declined 2% from the prior year. Services segment revenues increased 1%,
reflecting growth in both of our Services offerings - BPO and DO. Services segment margin of 9.0% decreased 1.1-
percentage points from 2013, reflecting a decline in gross margin of 1.1-percentage points as productivity
improvements and restructuring benefits were not enough to offset higher expenses in our government healthcare
business and the run-off of high margin contracts. Document Technology segment revenues declined 6%, reflecting
weakness in developing markets, timing of new product introductions, lower financing revenues, price declines, and
the continued migration of customers to Xerox managed print services, which is included in our Services segment.
These declines were partially offset by the benefits from refreshes across our product portfolio and improving high-
end product revenues. Document Technology segment margin of 13.7% increased 2.9-percentage points from
2013, reflecting ongoing benefits from productivity and restructuring actions as well as favorable benefits from
transaction currency, pension costs and bad debt expense.
2014 Net income from continuing operations attributable to Xerox was $1,084 million and included $196 million of
after-tax amortization of intangible assets. Net income for 2014 reflects the margin decline in the Services segment
primarily due to higher costs associated with investments to mature our healthcare medicaid platform and the
operational performance of our government healthcare business as well as revenue declines in Document
Technology. These impacts were partially offset by productivity improvements and cost reductions from restructuring
actions as well as favorable benefits from transaction currency, pension costs and bad debt expense. Net income
from continuing operations attributable to Xerox for 2013 was $1,139 million and included $189 million of after-tax
amortization of intangible assets.
Xerox 2014 Annual Report
26
Cash flow from operations was $2.1 billion in 2014 as compared to $2.4 billion in 2013. The decrease in cash was
primarily due to the impacts from the prior year finance receivables sales and higher pension contributions. These
decreases were partially offset by working capital improvements (accounts receivable, inventory and accounts
payable), lower contract spending and lower income tax payments. Cash used in investing activities of $703 million
primarily reflects capital expenditures of $452 million and acquisitions of $340 million partially offset by proceeds
from the sale of businesses and assets of $80 million. Cash used in financing activities was $1.6 billion, which
primarily reflects $1.1 billion for stock repurchases, $175 million of net payments on debt and $313 million for
dividends.
We reported a net loss from discontinued operations in 2014 of $115 million primarily related to the loss on the
pending disposal of the ITO business as previously noted. Refer to Note 4 - Divestitures in our Consolidated
Financial Statements for additional information regarding discontinued operations.
2015 Outlook
We expect total revenues to be flat in 2015, excluding the impact of currency. We expect currency to have about a 3
to 4 percentage point negative impact on total revenues in 2015, reflecting the significant weakening of our major
foreign currencies against the U.S. dollar. Earnings in 2015 are likewise expected to be negatively impacted by
translation currency as well as higher pension costs.
In our Services business, we expect revenue growth between 2 and 4%, excluding the impact of currency, with
revenue growth improving through the year. Revenue growth is expected to be driven by portfolio management,
global expansion, sales investments to acquire new customers and increase our revenue with current customers
and additional acquisitions which increase our service capabilities and global footprint. Services margins are
expected to improve approximately 0.5-percentage points in 2015 as we continue to focus on portfolio mix as well
as productivity and cost improvements.
In our Document Technology business, we expect revenue to decline 4 to 5%, excluding the impact of currency,
reflecting improvements from second half 2014 product launches and moderation of the negative impact from prior
period finance receivable sales. We also expect to capitalize on growth opportunities in the most advantaged
segments of the market including color, high-end graphic communications and SMB markets. Margins in Document
Technology are expected to be in the range of 11 to 13%, down from the 2014 margin of 13.7%, reflecting higher
pension costs and negative impacts from translation currency partially offset by our continued focus on productivity
and cost improvements.
Our capital allocation plan for 2015 includes the following:
• Share repurchase – we plan to spend about $1 billion on share repurchases.
• Acquisitions – we expect to spend up to $900 million. In keeping with our portfolio management strategy, we are
focusing on acquiring companies that will expand our capabilities in attractive services areas as well as extend
our global reach in Services. Despite the increased capital allocation for acquisitions, we will maintain the
disciplined approach we have established for evaluating and completing acquisitions.
• Debt – we are comfortable with our leverage position and expect to end the year with debt about flat at $7.7
billion.
• Dividends - we recently announced a 12% increase in the quarterly dividend to 7 cents per share effective with
our April 30th dividend. This will result in common dividends of just over $300 million in 2015, which is only
modestly higher than the prior year as share repurchases effectively self-fund the increase.
27
Currency Impact
To understand the trends in our business, we believe that it is helpful to analyze the impact of changes in the
translation of foreign currencies into U.S. Dollars on revenue and expenses. We refer to this analysis as “currency
impact” or “the impact from currency.” This impact is calculated by translating current period activity in local currency
using the comparable prior year period's currency translation rate. This impact is calculated for all countries where
the functional currency is the local country currency. Revenues and expenses from our developing market countries
(Latin America, Brazil, the Middle East, India, Eurasia and Central-Eastern Europe) are analyzed at actual
exchange rates for all periods presented, since these countries generally have unpredictable currency and
inflationary environments, and our operations in these countries have historically implemented pricing actions to
recover the impact of inflation and devaluation. We do not hedge the translation effect of revenues or expenses
denominated in currencies where the local currency is the functional currency.
Approximately 33% of our consolidated revenues are derived from operations outside of the United States where
the U.S. Dollar is normally not the functional currency. When compared with the average of the major European
currencies and Canadian Dollar on a revenue-weighted basis, the U.S. Dollar was flat in 2014 and 1% weaker in
2013, each compared to the prior year. As a result, the foreign currency translation had no impact on revenue in
2014 and a 1% positive impact on revenue in 2013.
During the fourth quarter 2014 and through January 2015, the U.S. Dollar strengthened significantly against our
major foreign currencies. Foreign currency translation had no impact on our revenue during the first three quarters
of 2014 but resulted in a 2-percentage point negative impact in the fourth quarter 2014. Our major foreign
currencies continued to weaken in January 2015 - declines since December 31, 2014 include the Euro by 7%, the
Canadian Dollar by 9% and the Pound Sterling by 3%. As result of this continued weakening, we expect currency to
have about a 3 to 4 percentage point negative impact on full-year 2015 revenues, assuming rates at the end of
January 2015.
Application of Critical Accounting Policies
In preparing our Consolidated Financial Statements and accounting for the underlying transactions and balances,
we apply various accounting policies. Senior management has discussed the development and selection of the
critical accounting policies, estimates and related disclosures included herein with the Audit Committee of the Board
of Directors. We consider the policies discussed below as critical to understanding our Consolidated Financial
Statements, as their application places the most significant demands on management's judgment, since financial
reporting results rely on estimates of the effects of matters that are inherently uncertain. In instances where different
estimates could have reasonably been used, we disclosed the impact of these different estimates on our operations.
In certain instances, like revenue recognition for leases, the accounting rules are prescriptive; therefore, it would not
have been possible to reasonably use different estimates. Changes in assumptions and estimates are reflected in
the period in which they occur. The impact of such changes could be material to our results of operations and
financial condition in any quarterly or annual period.
Specific risks associated with these critical accounting policies are discussed throughout the MD&A, where such
policies affect our reported and expected financial results. For a detailed discussion of the application of these and
other accounting policies, refer to Note 1 - Summary of Significant Accounting Policies in the Consolidated Financial
Statements.
Revenue Recognition
Application of the various accounting principles in GAAP related to the measurement and recognition of revenue
requires us to make judgments and estimates. Complex arrangements with nonstandard terms and conditions may
require significant contract interpretation to determine the appropriate accounting. Refer to Note 1 - Summary of
Significant Accounting Policies - Revenue Recognition, in the Consolidated Financial Statements for additional
information regarding our revenue recognition policies. Specifically, the revenue related to the following areas
involves significant judgments and estimates:
• Bundled Lease Arrangements,
• Sales to Distributors and Resellers, and
• Services - Percentage-of-Completion
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Bundled Lease Arrangements - We sell our equipment under bundled lease arrangements, which typically include
the equipment, service, supplies and a financing component for which the customer pays a single negotiated
monthly fixed price for all elements over the contractual lease term. Approximately 35% of our equipment sales
revenue is related to sales made under bundled lease arrangements. Recognizing revenues under these
arrangements requires us to allocate the total consideration received to the lease and non-lease deliverables
included in the bundled arrangement, based upon the estimated fair values of each element.
Sales to Distributors and Resellers - We utilize distributors and resellers to sell many of our technology products,
supplies and services to end-user customers. Sales to distributors and resellers are generally recognized as
revenue when products are sold to such distributors and resellers. Distributors and resellers participate in various
rebate, price-protection, cooperative marketing and other programs, and we record provisions and allowances for
these programs as a reduction to revenue when the sales occur. Similarly, we also record estimates for sales
returns and other discounts and allowances when the sales occur. We consider various factors, including a review
of specific transactions and programs, historical experience and market and economic conditions when calculating
these provisions and allowances. Approximately 11% of our revenues include sales to distributors and resellers and
provisions and allowances recorded on these sales are approximately 20% of the associated gross revenues.
Revenue Recognition for Services - Percentage-of-Completion - A portion of our Services revenue is recognized
using the percentage-of-completion (POC) accounting method. This method requires the use of estimates and
judgment. Approximately 3% of our Services revenues were recognized using the POC accounting method.
Although not significant to total Services revenue, the POC methodology is normally applied to certain of our larger
and longer term outsourcing contracts involving system development and implementation services, primarily in
government healthcare and certain government transportation contracts. In addition, we had unbilled receivables
totaling $360 and $345 at December 31, 2014 and 2013, respectively, representing revenues recognized but not yet
billable under the terms of our POC contracts.
The POC accounting methodology involves recognizing probable and reasonably estimable revenue using the
percentage of services completed based on a current cumulative cost incurred to estimated total cost basis and a
reasonably consistent profit margin over the period. Due to the long-term nature of these arrangements, developing
the estimates of cost often requires significant judgment. Factors that must be considered in estimating the progress
of work completed and ultimate cost of the projects include, but are not limited to, the availability of labor and labor
productivity, the nature and complexity of the work to be performed and the impact of delayed performance. If
changes occur in delivery, productivity or other factors used in developing the estimates of costs or revenues, we
revise our cost and revenue estimates, which may result in increases or decreases in revenues and costs. Such
revisions are reflected in income in the period in which the facts that give rise to that revision become known. We
perform ongoing profitability analysis of our POC services contracts in order to determine whether the latest
estimates require updating. Key factors reviewed by the company to estimate the future costs to complete each
contract are future labor costs, future product costs, expected productivity efficiencies, achievement of contracted
milestones and performance goals as well as potential penalties for milestone and system implementation delays.
If at any time our estimates indicate the POC contract will be unprofitable, the entire estimated loss for the
remainder of the contract is recorded immediately in cost of services and results in the contract being recorded at a
zero profit margin with recognition of an equal amount of revenues and costs.
Allowance for Doubtful Accounts and Credit Losses
We continuously monitor collections and payments from our customers and maintain a provision for estimated credit
losses based upon our historical experience adjusted for current conditions. We recorded bad debt provisions of
$53 million, $120 million and $119 million in SAG expenses in our Consolidated Statements of Income for the years
ended December 31, 2014, 2013 and 2012, respectively.
Bad debt provisions declined in 2014 reflecting improved trends in write-offs throughout the year as well as a
continued disciplined credit process. Reserves, as a percentage of trade and finance receivables, were 3.1% at
December 31, 2014, as compared to 3.4% and 3.3% at December 31, 2013 and 2012. We continue to assess our
receivable portfolio in light of the current economic environment and its impact on our estimation of the adequacy of
the allowance for doubtful accounts.
29
As discussed above, we estimated our provision for doubtful accounts based on historical experience and
customer-specific collection issues. This methodology was consistently applied for all periods presented. During the
five year period ended December 31, 2014, our reserve for doubtful accounts ranged from 3.1% to 3.4% of gross
receivables. Holding all assumptions constant, a 0.5-percentage point increase or decrease in the reserve from the
December 31, 2014 rate of 3.1% would change the 2014 provision by approximately $36 million.
Refer to Note 5 - Accounts Receivables, Net and Note 6 - Finance Receivables, Net in the Consolidated Financial
Statements for additional information regarding our allowance for doubtful accounts.
Pension Plan Assumptions
We sponsor defined benefit pension plans in various forms in several countries covering employees who meet
eligibility requirements. Several statistical and other factors that attempt to anticipate future events are used in
calculating the expense, liability and asset values related to our defined benefit pension plans. These factors include
assumptions we make about the expected return on plan assets, discount rate, lump-sum settlement rates, the rate
of future compensation increases and mortality. Differences between these assumptions and actual experiences are
reported as net actuarial gains and losses and are subject to amortization to net periodic benefit cost over future
periods. Over the past several years, we have amended several of our major defined benefit pension plans to
freeze current benefits and eliminate benefit accruals for future service. The freeze of current benefits is the primary
driver of the reduction in pension service costs since 2012. In certain plans we are required by law or statute to
continue to reflect salary increases and inflation in determining the benefit obligation related to prior service.
Cumulative net actuarial losses for our defined benefit pension plans of $3.3 billion as of December 31, 2014
increased by $924 million from December 31, 2013, reflecting the increase in our benefit obligations as a result of
lower discount rates and changes in U.S. mortality assumptions partially offset by actual asset returns exceeding
expected returns and settlement losses in the U.S. In October 2014, the Society of Actuaries issued new mortality
tables and a mortality improvement scale specifically intended for use in estimating retirement plan liabilities for
U.S. plans. The new tables reflect a longer life expectancy for retirees than projected in past tables, which
accordingly resulted in an increase to our U.S. defined benefit plan obligations. The total actuarial loss at December
31, 2014 is subject to offsetting gains or losses in the future due to changes in actuarial assumptions and will be
recognized in future periods through amortization or settlement losses.
We used a consolidated weighted average expected rate of return on plan assets of 6.7% for 2014, 6.7% for 2013
and 6.9% for 2012, on a worldwide basis. During 2014, the actual return on plan assets was $1,297 million as
compared to an expected return of $632 million. When estimating the 2015 expected rate of return, in addition to
assessing recent performance, we considered the historical returns earned on plan assets, the rates of return
expected in the future, particularly in light of current economic conditions, and our investment strategy and asset
mix with respect to the plans' funds. The weighted average expected rate of return on plan assets we will use in
2015 is 6.0%. The decline in the 2015 rate reflects the increased investment in fixed income securities as we
reposition our investment portfolios in light of the freeze of plan benefits.
Another significant assumption affecting our defined benefit pension obligations and the net periodic benefit cost is
the rate that we use to discount our future anticipated benefit obligations. In the U.S. and the U.K., which comprise
approximately 75% of our projected benefit obligation, we consider the Moody's Aa Corporate Bond Index and the
International Index Company's iBoxx Sterling Corporate AA Cash Bond Index, respectively, in the determination of
the appropriate discount rate assumptions. The consolidated weighted average discount rate we used to measure
our pension obligations as of December 31, 2014 and to calculate our 2015 expense was 3.4%; the rate used to
calculate our obligations as of December 31, 2013 and our 2014 expense was 4.4%. The weighted average
discount rate we used to measure our retiree health obligation as of December 31, 2014 and to calculate our 2015
expense was 3.8%; the rate used to calculate our obligation at December 31, 2013 and our 2014 expense was
4.5%.
Holding all other assumptions constant, a 0.25% increase or decrease in the discount rate would change the 2015
projected net periodic pension cost by approximately $30 million. Likewise, a 0.25% increase or decrease in the
expected return on plan assets would change the 2015 projected net periodic pension cost by $18 million.
One of the most significant and volatile elements of our net periodic defined benefit pension plan expense is
settlement losses. Our primary domestic plans allow participants the option of settling their vested benefits through
the receipt of a lump-sum payment.
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We have elected to apply settlement accounting to these plans and, therefore, we recognize the losses associated
with these settlements immediately upon the settlement of the vested benefits. Settlement accounting requires us to
recognize a pro rata portion of the aggregate unamortized net actuarial losses upon settlement. As noted above,
cumulative unamortized net actuarial losses were $3.3 billion at December 31, 2014, of which the U.S. primary
domestic plans represented approximately $1,149 million. The pro rata factor is computed as the percentage
reduction in the projected benefit obligation due to the settlement of a participant's vested benefit. Settlement
accounting is only applied when the event of settlement occurs - i.e. the lump-sum payment is made. Since
settlement is dependent on an employee's decision and election, the level of settlements and the associated losses
can fluctuate significantly period to period. In 2014, settlement losses associated with our primary domestic pension
plans amounted to $51 million. Currently, on average, approximately $100 million of plan settlements will result in
settlement losses of approximately $25 million. During the three years ended December 31, 2014, U.S. plan
settlements were $250 million, $838 million and $481 million, respectively.
The following is a summary of our benefit plan costs and funding for the three years ended December 31, 2014 as
well as estimated amounts for 2015:
(in millions)
Defined benefit pension plans(1)
U.S. settlement losses
Defined contribution plans (2)
Retiree health benefit plans
Total Benefit Plan Expense
___________
Estimated
2015
2014
Actual
2013
62
$
164
101
16
$
31
51
102
3
105
162
89
1
2012
$
343
$
187
$
357
$
$
$
218
82
61
11
372
(1) Excludes U.S. settlement losses.
(2) Excludes an estimated $7 million for 2015; and $8 million, $7 million and $2 million for the three years ended December 31, 2014,
respectively, related to our ITO business, which is held for sale and reported as a discontinued operation at December 31, 2014. Refer to
Note 4 - Divestitures for additional information regarding this pending sale.
Our estimated 2015 defined benefit pension plan cost is expected to be approximately $144 million higher than
2014, primarily driven by higher projected U.S. settlement losses of $113 million and higher amortization of actuarial
losses. These increases are primarily the result of lower discount rates and lump-sum settlement rates. Benefit plan
costs are included in several income statement components based on the related underlying employee costs.
(in millions)
Defined benefit pension plans:
Cash
Stock
Total
Defined contribution plans (1)
Retiree health benefit plans
Total Benefit Plan Funding
___________
Estimated
2015
2014
Actual
2013
2012
$
$
340
$
284
$
230
$
—
340
101
71
—
284
102
70
—
230
89
77
512
$
456
$
396
$
364
130
494
61
84
639
(1) Excludes an estimated $7 million for 2015; and $8 million, $7 million and $2 million for the three years ended December 31, 2014,
respectively, related to our ITO business, which is held for sale and reported as a discontinued operation at December 31, 2014. Refer to
Note 4 - Divestitures for additional information regarding this pending sale.
The increase in contributions to our worldwide defined benefit pension plans in 2015, largely in the U.S., is to
gradually address the underfunded liability in the U.S. Refer to Note 16 - Employee Benefit Plans in the
Consolidated Financial Statements for additional information regarding defined benefit pension plan assumptions,
expense and funding.
Income Taxes
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgments are required in
determining the consolidated provision for income taxes. Our provision is based on nonrecurring events as well as
recurring factors, including the taxation of foreign income. In addition, our provision will change based on discrete or
other nonrecurring events such as audit settlements, tax law changes, changes in valuation allowances, etc., that
may not be predictable.
31
We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities
and amounts reported in our Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards.
We follow very specific and detailed guidelines in each tax jurisdiction regarding the recoverability of any tax assets
recorded in our Consolidated Balance Sheets and provide valuation allowances as required. We regularly review
our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the
expected timing of the reversals of existing temporary differences and tax planning strategies. Adjustments to our
valuation allowance, through (credits) charges to income tax expense, were $(20) million, $2 million and $(9) million
for the years ended December 31, 2014, 2013 and 2012, respectively. There were other decreases to our valuation
allowance, including the effects of currency, of $56 million, $42 million and $14 million for the years ended
December 31, 2014, 2013 and 2012, respectively. These did not affect income tax expense in total as there was a
corresponding adjustment to deferred tax assets or other comprehensive income. Gross deferred tax assets of $3.4
billion and $3.4 billion had valuation allowances of $538 million and $614 million at December 31, 2014 and 2013,
respectively.
We are subject to ongoing tax examinations and assessments in various jurisdictions. Accordingly, we may incur
additional tax expense based upon our assessment of the more-likely-than-not outcomes of such matters. In
addition, when applicable, we adjust the previously recorded tax expense to reflect examination results. Our
ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require
judgment and can materially increase or decrease our effective tax rate, as well as impact our operating results.
Unrecognized tax benefits were $240 million, $267 million and $201 million at December 31, 2014, 2013 and 2012,
respectively.
Refer to Note 17 - Income and Other Taxes in the Consolidated Financial Statements for additional information
regarding deferred income taxes and unrecognized tax benefits.
Business Combinations and Goodwill
The accounting for business combinations requires the use of significant estimates and assumptions in the
determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price
consideration between assets that are depreciated and amortized from goodwill. Our estimates of the fair values of
assets and liabilities acquired are based upon assumptions believed to be reasonable, and when appropriate,
include assistance from independent third-party valuation firms. Refer to Note 3 - Acquisitions in the Consolidated
Financial Statements for additional information regarding the allocation of the purchase price consideration for our
acquisitions.
As a result of our acquisition of Affiliated Computer Services, Inc. (ACS) in 2010, as well as other acquisitions
including GIS, we have a significant amount of goodwill. Goodwill at December 31, 2014 was $8.8 billion. Goodwill
is not amortized but rather is tested for impairment annually or more frequently if an event or circumstance indicates
that an impairment may have been incurred. Events or circumstances that might indicate an interim evaluation is
warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific
economic factors, supply costs, unanticipated competitive activities and acts by governments and courts.
Application of the annual goodwill impairment test requires judgment, including the identification of reporting units,
assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and the assessment
- qualitatively or quantitatively - of the fair value of each reporting unit against its carrying value. At December 31,
2014, $6.5 billion and $2.3 billion of goodwill was allocated to reporting units within our Services and Document
Technology segments, respectively. Our Services segment is comprised of five reporting units while our Document
Technology segment is comprised of one reporting unit for a total of six reporting units with goodwill balances.
Our annual impairment test of goodwill was performed in the fourth quarter of 2014. Consistent with 2013, we
elected to utilize a quantitative assessment of the recoverability of our goodwill balances for each of our reporting
units.
In our quantitative test, we estimate the fair value of each reporting unit by weighting the results from the income
approach (discounted cash flow methodology) and market approach. These valuation approaches require
significant judgment and consider a number of factors that include, but are not limited to, expected future cash
flows, growth rates and discount rates, and comparable multiples from publicly traded companies in our industry
and require us to make certain assumptions and estimates regarding the current economic environment, industry
factors and the future profitability of our businesses.
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When performing our discounted cash flow analysis for each reporting unit, we incorporate the use of projected
financial information and discount rates that are developed using market participant-based assumptions. The cash-
flow projections are based on three-year financial forecasts developed by management that include revenue and
expense projections, capital spending trends, and investment in working capital to support anticipated revenue
growth or other changes in the business. The selected discount rates consider the risk and nature of the respective
reporting units' cash flows and an appropriate capital structure and rates of return that market participants would
require to invest their capital in our reporting units.
In performing our 2014 impairment test, the following were the 3-year compounded assumptions for Document
Technology and the five reporting units within our Services segment with respect to revenue, operating income and
margins, which formed the basis for estimating future cash flows used in the discounted cash flow model:
• Document Technology - revenue decline in 2015 moderating in 2016-2017, operating income growth: flat-1%,
and operating margin: 10%-11% - as we continue to manage costs as a result of an expected decline in
revenues.
• Services - revenue growth: 5%-6%, operating income growth: 10%-12%, and operating margin: 10%-12% - as
we benefit from recurring revenue and strong renewals while improving the mix of services and improving the
performance of our government healthcare business as well as restructuring the businesses to achieve
operating margin growth.
We believe these assumptions are appropriate and reflect our forecasted long-term business model, giving
appropriate consideration to our historical results as well as the current economic environment and markets that we
serve. The average discount rate applied to our projected cash flows was approximately 9.5%, which we considered
reasonable based on the estimated capital costs of applicable market participants. Although the sum of the fair
values of our reporting units was in excess of our market capitalization, we believe the difference is reasonable
when market-based control premiums and other factors are taken into consideration, including the evolution of our
business to be predominantly services-based.
When performing our market approach for each reporting unit, we rely specifically on the guideline public company
method. Our guideline public company method incorporates revenues and earnings multiples from publicly traded
companies with operations and other characteristics similar to each reporting unit. The selected multiples consider
each reporting unit’s relative growth, profitability, size and risk relative to the selected publicly traded companies.
After completing our annual impairment reviews for each reporting unit in the fourth quarter of 2014 and 2013, we
concluded that goodwill was not impaired in either of these years. In 2014, no reporting unit had an excess of fair
value over carrying value of less than 20%.
Our impairment assessment methodology includes the use of outside valuation experts and the inclusion of factors
and assumptions related to third-party market participants. In connection with the announced sale of the ITO
business in the fourth quarter 2014, since that business comprised a portion of several reporting units, we tested
the retained goodwill of those reporting units for impairment and concluded that the goodwill remaining was not
impaired since the fair values of those reporting units exceeded their carrying values.
Refer to Note 4 - Divestitures in the Consolidated Financial Statements for additional information regarding the ITO
disposition as well as Note 10 - Goodwill and Intangible Assets, Net in the Consolidated Financial Statements for
additional information regarding goodwill by reportable segment.
33
Revenue Results Summary
Total Revenue
Revenue for the three years ended December 31, 2014 was as follows:
(in millions)
Equipment sales
Annuity revenue
Total Revenue
Reconciliation to
Consolidated Statements of
Income:
Sales
Less: Supplies, paper and other
sales
Equipment Sales
Outsourcing, maintenance and
rentals
Add: Supplies, paper and other
sales
Add: Financing
Annuity Revenue
$
$
$
$
$
Revenues
Change
Percent of Total Revenue
2014
2013
2012
2014
2013
2014
2013
2012
3,104
$
3,358
$
3,476
16,436
16,648
16,945
19,540
$
20,006
$
20,421
(8)%
(1)%
(2)%
(3)%
(2)%
(2)%
16%
84%
100%
17%
83%
100%
17%
83%
100%
5,288
$
5,582
$
5,827
$
$
(2,184)
3,104
13,865
2,184
387
$
$
(2,224)
3,358
13,941
2,224
483
(2,351)
3,476
13,997
2,351
597
$
16,436
$
16,648
$
16,945
(8)%
(1)%
(2)%
(20)%
(1)%
(3)%
— %
(5)%
(19)%
(2)%
16%
71%
11%
2%
84%
17%
70%
11%
2%
83%
17%
69%
11%
3%
83%
Revenue 2014
Total revenues decreased 2% compared to the prior year with no impact from currency. Total revenues included the
following:
• Annuity revenue decreased 1% compared to prior year with no impact from currency. Annuity revenue is
comprised of the following:
Outsourcing, maintenance and rentals revenue includes outsourcing revenue within our Services segment
and maintenance revenue (including bundled supplies) and rental revenue, both primarily within our
Document Technology segment. Revenues of $13,865 million decreased 1% from the prior year with a 1-
percentage point negative impact from currency. The decrease was due to a decline in the Document
Technology segment partially offset by growth in outsourcing revenue within our Services segment.
Supplies, paper and other sales includes unbundled supplies and other sales, primarily within our
Document Technology segment. Revenues of $2,184 million decreased 2% from the prior year with no
impact from currency. The decrease was primarily driven by moderately lower supplies demand and a
decline in other sales revenue.
Financing revenue is generated from financed sale transactions primarily within our Document Technology
segment. Financing revenues decreased 20% from the prior year due primarily to $40 million in pre-tax
gains on finance receivable sales in the second half of 2013 as well as a lower finance receivable balance
mostly as a result of prior period sales of finance receivables and lower originations due to decreased
equipment sales. Refer to the discussion on Sales of Finance Receivable in the Capital Resources and
Liquidity section as well as Note 6 - Finance Receivables, Net in the Consolidated Financial Statements for
additional information.
• Equipment sales revenue is reported primarily within our Document Technology segment and the Document
Outsourcing business within our Services segment. Equipment sales revenue decreased 8% from the prior
year, including a 1-percentage point negative impact from currency. Lower installs across the majority of our
product groupings, lower sales in entry products due to product launch timing and overall price declines that
were at the low-end of our historical 5% to 10% range contributed to the decline. Equipment sales were also
impacted by lower sales in developing markets, and particularly lower sales in Russia due to economic
instability.
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Revenue 2013
Total revenues decreased 2% compared to the prior year and included 1-percentage point positive impact from
currency. Total revenues included the following:
• Annuity revenue decreased 2% compared to prior year with no impact from currency. Annuity revenue is
comprised of the following:
Outsourcing, maintenance and rentals revenue includes outsourcing revenue within our Services segment
and technical service revenue (including bundled supplies) and rental revenue, both primarily within our
Document Technology segment. Revenues of $13,941 million remained flat from the prior year and included
a 1-percentage point positive impact from currency. This was primarily driven by growth in our Services
segment offset by a decline in maintenance revenue due to moderately lower page volumes and revenue
per page.
Supplies, paper and other sales includes unbundled supplies and other sales, primarily within our
Document Technology segment. Revenues of $2,224 million decreased 5% from the prior year with no
impact from currency. The decrease was primarily driven by a reduction in channel supplies inventories in
the U.S. and developing markets, moderately lower supplies and paper demand, and lower licensing sales.
Financing revenue is generated from financed sale transactions primarily within our Document Technology
segment. Financing revenues decreased 19% from the prior year reflecting a lower balance of finance
receivables as a result of prior period sales of receivables and lower originations due to decreased
equipment sales. Financing revenues in 2013 include gains of $40 million from the sales of finance
receivables as compared to $44 million in 2012. Refer to the discussion on Sales of Finance Receivable in
the Capital Resources and Liquidity section as well as Note 6 - Finance Receivables, Net in the
Consolidated Financial Statements for additional information.
• Equipment sales revenue is reported primarily within our Document Technology segment and the Document
Outsourcing business within our Services segment. Equipment sales revenue decreased 3% from the prior
year, including a 1-percentage point positive impact from currency. Benefits from new product introductions and
a positive mix impact were more than offset by lower sales in developing markets and price declines ranging
from 5% to 10%, which is consistent with prior years.
An analysis of the change in revenue for each business segment is included in the “Operations Review of Segment
Revenue and Profit” section.
Costs, Expenses and Other Income
Summary of Key Financial Ratios
Total Gross Margin
RD&E as a % of Revenue
SAG as a % of Revenue
Operating Margin(1)
Pre-tax Income Margin
Operating Margin
Year Ended December 31,
Change
2014
2013
2012
2014
2013
32.0%
3.0%
19.4%
9.6%
6.2%
32.4%
3.0%
20.4%
9.0%
6.2%
33.2%
3.2%
20.3%
9.7%
6.3%
(0.4) pts
— pts
(1.0) pts
0.6 pts
— pts
(0.8) pts
(0.2) pts
0.1 pts
(0.7) pts
(0.1) pts
Operating margin1 for the year ended December 31, 2014 of 9.6% increased 0.6-percentage points as compared to
2013. The increase was driven primarily by a 1.0-percentage point improvement in SAG as a percent of revenue
partially offset by a decline in gross margin of 0.4-percentage points. The operating margin improvement reflects
restructuring savings and productivity improvements, continued benefits from currency on yen based purchases and
lower bad debt expense. As anticipated, operating margin also benefited from lower year-over-year pension
expense and settlement losses (collectively referred to as "pension expense"). We anticipate pension expense will
increase in 2015 as a result of expected changes in the discount rate and the estimated impact it will have on
settlement losses. Refer to the discussion on Pension Plan Assumptions in the Application of Critical accounting
Policies section as well as Note 16 - Employee Benefit Plans in the Consolidated Financial Statements for
additional information. Services margins decreased in 2014 due to higher government healthcare platform
expenses, including net non-cash impairment charges, as well as platform and resource investments across the
Services segment and the continued run-off of the student loan business.
35
The operating margin1 for the year ended December 31, 2013 of 9.0% decreased 0.7-percentage points as
compared to 2012. The decline was driven primarily by a decline in gross margin of 0.8-percentage points partially
offset by a moderate improvement in operating expenses as a percent of revenue. The operating margin decline
reflects continued pressure on Services margins from higher healthcare platform expenses and the run-off of the
student loan business, as well as from higher pension settlement costs impacting Document Technology.
_____________
(1) See the "Non-GAAP Financial Measures" section for an explanation of the Operating Margin non-GAAP financial measure.
Gross Margins
Total Gross Margin
Total gross margin for year ended December 31, 2014 of 32.0% decreased 0.4-percentage points as compared to
2013. The decrease was driven by margin declines within the Services segment as well as the impact of a higher
proportion of our revenue from Services (which historically has a lower gross margin than Document Technology)
partially offset by a higher gross margin within the Document Technology segment.
Gross margin for year ended December 31, 2013 of 32.4% decreased 0.8-percentage points as compared to 2012.
The decrease was driven by margin declines within the Services segment as well as the continued increase in
services revenue as a percent of total revenue.
Services Gross Margin
Services gross margin for the year ended December 31, 2014 decreased 1.1-percentage points as compared to
2013. The decrease is primarily due to higher expenses associated with our public sector and government
healthcare businesses, including costs for the Medicaid and Health Insurance Exchange (HIX) platforms, the
anticipated run-off of our student loan business and price declines that were consistent with prior periods. These
impacts were only partially offset by productivity improvements and restructuring benefits.
Services gross margin for the year ended December 31, 2013 decreased 0.7-percentage points as compared to
2012. The decrease is primarily due to revenue mix in the segment, the run-off of our student loan business, lower
volumes in some areas of the business and higher healthcare platform costs. These impacts were only partially
offset by productivity improvements and restructuring benefits.
Document Technology Gross Margin
Document Technology gross margin for the year ended December 31, 2014 increased by 1.5-percentage points as
compared to 2013. The increase, driven by cost productivity and restructuring savings, favorable transaction
currency on our Yen-based purchases, lower pension expense and favorable revenue mix, was partially offset by
moderate price declines and the impact of the prior year finance receivable gain.
Document Technology gross margin for the year ended December 31, 2013 increased by 0.1-percentage points as
compared to 2012. The increase was driven by cost productivities and favorable transaction currency on our Yen-
based purchases, which more than offset the impact of price declines and mix.
Research, Development and Engineering Expenses (RD&E)
(in millions)
R&D
Sustaining engineering
Total RD&E Expenses
R&D Investment by Fuji Xerox(1)
______________
Year Ended December 31,
Change
2014
2013
2012
2014
2013
$
$
$
445
$
481
$
545
$
132
577
654
$
$
122
603
724
$
$
110
655
860
$
$
(36) $
10
(26) $
(70) $
(64)
12
(52)
(136)
(1) Fluctuation in Fuji Xerox R&D was primarily due to changes in foreign exchange rates.
RD&E as a percent of revenue for the year ended December 31, 2014 of 3.0% remained flat, reflecting the impact
of restructuring and productivity improvements and a higher mix of Services revenue (which historically has a lower
RD&E as a percentage of revenue), offset by increased investments in Services RD&E and the overall total
company revenue decline.
RD&E of $577 million for the year ended December 31, 2014, was $26 million lower than 2013 reflecting the impact
of restructuring and productivity improvements.
Xerox 2014 Annual Report
36
Innovation is one of our core strengths and we continue to invest at levels that enhance this core strength,
particularly in services, color and software. During 2014 we managed our investments in R&D to align with growth
opportunities in areas like business services, color printing and customized communication. Our R&D is also
strategically coordinated with Fuji Xerox.
RD&E as a percent of revenue for the year ended December 31, 2013 of 3.0% decreased 0.2-percentage points.
The decrease was driven by the higher mix of Services revenue (which historically has a lower RD&E as a
percentage of revenue) lower spending and productivity improvements.
RD&E of $603 million for the year ended December 31, 2013, was $52 million lower, reflecting the impact of
restructuring and productivity improvements.
Selling, Administrative and General Expenses (SAG)
SAG as a percent of revenue of 19.4% decreased 1.0-percentage point for the year ended December 31, 2014. The
decrease was driven by the higher mix of Services revenue (which historically has lower SAG as a percentage of
revenue), restructuring and productivity improvements, and lower pension and bad debt expense. The net reduction
in SAG spending exceeded the overall revenue decline on a percentage basis.
SAG expenses of $3,788 million for the year ended December 31, 2014 were $285 million lower than the prior year
period. The decrease in SAG expense reflects the following:
•
•
•
$125 million decrease in selling expenses.
$93 million decrease in general and administrative expenses.
$67 million decrease in bad debt expenses to $53 million, reflecting the favorable trend in write-offs and
recoveries experienced throughout the year. Full year 2014 bad debt expense remained less than one percent
of receivables.
SAG as a percent of revenue of 20.4% increased 0.1-percentage points for the year ended December 31, 2013.
SAG expenses of $4,073 million for the year ended December 31, 2013 was $68 million lower than the prior year
period. The SAG expense decrease reflects the following:
•
•
•
$52 million decrease in selling expenses reflecting the benefits from restructuring and productivity
improvements, as well as lower compensation-related expenses and advertising spending partially offset by the
impact of acquisitions.
$17 million decrease in general and administrative expenses as restructuring savings and productivity
improvements were partially offset by the impact of acquisitions and increased consulting costs.
$1 million increase in bad debt expense to $120 million.
Restructuring and Asset Impairment Charges
During the year ended December 31, 2014, we recorded net restructuring and asset impairment charges of $128
million ($91 million after-tax). Approximately 30% of the charges were related to our Services segment, 59% to our
Document Technology segment, and 11% to our Other segment and included the following:
•
•
•
$143 million of severance costs related to headcount reductions of approximately 4,000 employees globally.
The actions impacted several functional areas, with approximately 53% of the costs focused on gross margin
improvements, 42% on SAG and 5% on the optimization of RD&E investments.
$5 million for lease termination costs primarily reflecting continued optimization of our worldwide operating
locations.
$7 million of asset impairment losses.
The above charges were partially offset by $27 million of net reversals for changes in estimated reserves from prior
period initiatives.
We expect 2015 pre-tax savings of approximately $100 million from our 2014 restructuring actions.
During the year ended December 31, 2013, we recorded net restructuring and asset impairment charges of $115
million ($82 million after-tax). Approximately 33% of the charges were related to our Services segment and 67% to
our Document Technology segment and included the following:
37
•
•
•
$141 million of severance costs related to headcount reductions of approximately 4,800 employees globally.
The actions impacted several functional areas, with approximately 65% of the costs focused on gross margin
improvements, 34% on SAG and 1% on the optimization of RD&E investments.
$2 million for lease termination costs primarily reflecting continued optimization of our worldwide operating
locations.
$1 million of asset impairment losses.
The above charges were partially offset by $29 million of net reversals for changes in estimated reserves from prior
period initiatives.
Restructuring Summary
The restructuring reserve balance as of December 31, 2014 for all programs was $97 million, of which
approximately $94 million is expected to be spent over the next twelve months. In the first quarter 2015, we expect
to incur additional restructuring charges of approximately $0.02 per diluted share for actions and initiatives that have
not yet been finalized.
Refer to Note 11 - Restructuring and Asset Impairment Charges in the Consolidated Financial Statements for
additional information regarding our restructuring programs.
Amortization of Intangible Assets
During the year ended December 31, 2014, we recorded $315 million of expense related to the amortization of
intangible assets, which is $10 million higher than the prior year reflecting an increase in acquisitions in 2014.
During the year ended December 31, 2013, we recorded $305 million of expense related to the amortization of
intangible assets, which was $4 million higher than the prior year reflecting the increase in acquisitions in 2012.
Refer to Note 10 - Goodwill and Intangible assets, Net in the Consolidated Financial Statements for additional
information regarding our intangible assets.
Worldwide Employment
Worldwide employment of approximately 147,500 as of December 31, 2014 increased by approximately 4,400 from
December 31, 2013, due primarily to the impact of acquisitions and seasonal fluctuations in Services, partially offset
by restructuring actions and productivity improvements. Total headcount includes approximately 9,800 employees
who are expected to transfer to Atos upon closure of the sale of our ITO business. Worldwide employment was
approximately 143,100 and 147,600 at December 2013 and 2012, respectively.
Other Expenses, Net
(in millions)
Non-financing interest expense
Interest income
(Gains) losses on sales of businesses and assets
Currency losses (gains), net
Litigation matters
Loss on sales of accounts receivables
Deferred compensation investment gains
All other expenses, net
Total Other Expenses, Net
Year Ended December 31,
2014
2013
2012
237
$
240
$
(10)
(50)
5
11
15
(7)
31
(11)
(64)
(7)
(34)
17
(15)
20
232
$
146
$
229
(13)
2
3
(1)
21
(10)
26
257
$
$
Note: With the exception of Deferred compensation investment gains, all items comprising Other Expense, Net are
reported in the Other segment. Deferred compensation investment gains are reported in the Services segment as
an offset to the associated compensation expense - see below.
Xerox 2014 Annual Report
38
Non-Financing Interest Expense: Non-financing interest expense for the year ended December 31, 2014 of $237
million was $3 million lower than prior year primarily due to the benefit of lower borrowing costs achieved as a result
of refinancing existing debt. When non-financing interest expense is combined with financing interest expense (cost
of financing), total company interest expense declined by $26 million from the prior year, primarily driven by a lower
total average debt balance and lower average cost of debt.
Non-financing interest expense for the year ended December 31, 2013 of $240 million was $11 million higher than
prior year primarily due to a higher average cost of debt. When non-financing interest expense is combined with
financing interest expense (cost of financing), total company interest expense declined by $24 million from the prior
year, primarily driven by a lower total average debt balance partially offset by a higher average cost of debt.
Refer to Note 13 - Debt in the Consolidated Financial Statements for additional information regarding our allocation
of interest expense.
(Gains) Losses on Sales of Businesses and Assets: The 2014 gains on sales of businesses and assets was
primarily related to the sales of surplus properties with $39 million related to sales in Latin America and $8 million
related to a sale in the U.S.
The 2013 gains on sales of businesses and assets include the following transactions:
• A $29 million gain on the $32.5 million cash sale of a portion of our Wilsonville, Oregon product design,
engineering and chemistry group and related assets that were surplus to our needs.
• A $23 million gain on the sale of a surplus facility in the U.S.
• An $8 million gain on the sale of a surplus facility in Latin America.
Currency Losses (Gains), Net: Currency losses (gains) primarily result from the re-measurement of foreign
currency-denominated assets and liabilities, the cost of hedging foreign currency-denominated assets and liabilities
and the mark-to-market of foreign exchange contracts utilized to hedge those foreign currency-denominated assets
and liabilities. 2014 currency losses are primarily related to significant volatility in exchange rates in Russia in the
fourth quarter.
Litigation Matters: 2014 litigation matters reflect probable losses and reserves for various legal matters partially
offset by the favorable resolution of our securities litigation matter.
Litigation matters for 2013 primarily reflect the benefit resulting from a reserve reduction associated with litigation
developments.
Refer to Note 18 - Contingencies and Litigation, in the Consolidated Financial Statements for additional information
regarding litigation against the Company.
Loss on Sales of Accounts Receivables: Represents the loss incurred on our sales of accounts receivables.
Refer to Sales of Accounts Receivables section below and Note 5 - Accounts Receivables, Net in the Consolidated
Financial Statements for additional information regarding our sales of receivables.
Deferred Compensation Investment Gains: Represents gains on investments supporting certain of our deferred
compensation arrangements. These gains or losses are offset by an increase or decrease, respectively, in
compensation expense recorded in SAG in our Services segment as a result of the increase or decrease in the
liability associated with these arrangements.
Income Taxes
The 2014 effective tax rate was 21.5% or 24.9% on an adjusted basis1. The adjusted tax rate for 2014 was lower
than the U.S. statutory tax rate primarily due to a net benefit of approximately 2.4% resulting from the
redetermination of certain unrecognized tax positions upon conclusion of several audits, 2.5% from foreign tax
credits resulting from actual and anticipated dividends from our foreign subsidiaries, 1.1% from the retroactive
impact from the U.S. Tax Increase Prevention Act of 2014, and 1.0% from the reversal of a valuation allowance on
deferred tax assets associated with capital losses as well as the geographical mix of profits.
The 2013 effective tax rate was 20.4% or 23.8% on an adjusted basis1. The adjusted tax rate for 2013 was lower
than the U.S. statutory tax rate primarily due to foreign tax credits resulting from actual and anticipated dividends
from our foreign subsidiaries, the geographical mix of income and the retroactive tax benefits from the American
Taxpayer Relief Act of 2012 tax law change of approximately $19 million. These benefits were partially offset by the
39
discrete impact of $12 million for the U.K. corporate income tax rate reduction and the corresponding adjustment to
our U.K. deferred tax assets.
The 2012 effective tax rate was 19.9% or 23.4% on an adjusted basis1. The adjusted tax rate for 2012 was lower
than the U.S. statutory rate primarily due to foreign tax credits resulting from anticipated dividends and other foreign
transactions as well as the geographical mix of profits. In addition, a net tax benefit from adjustments of certain
unrecognized tax positions and deferred tax valuation allowances was offset by a similar impact on deferred tax
assets from the 2012 reduction in the U.K. corporate income tax rate.
Xerox operations are widely dispersed. The statutory tax rate in most non U.S. jurisdictions is lower than the
combined U.S. and state tax rate. The amount of income subject to these lower foreign rates relative to the amount
of U.S. income will impact our effective tax rate. However, no one country outside of the U.S. is a significant factor
to our overall effective tax rate. Certain foreign income is subject to U.S. tax net of any available foreign tax credits.
Our full year effective tax rate for 2014 includes a benefit of 9.6-percentage points from these non-U.S. operations.
Refer to Note 17 - Income and Other Taxes, in the Consolidated Financial Statements for additional information
regarding the geographic mix of income before taxes and the related impacts on our effective tax rate.
Our effective tax rate is based on nonrecurring events as well as recurring factors, including the taxation of foreign
income. In addition, our effective tax rate will change based on discrete or other nonrecurring events (e.g. audit
settlements, tax law changes, changes in valuation allowances, etc.) that may not be predictable. Excluding the
effects of intangibles amortization and other discrete items, we anticipate that our adjusted effective tax rate will be
approximately 25% to 27% for 2015.
_____________
(1) See the "Non-GAAP Financial Measures" section for an explanation of the adjusted effective tax rate non-GAAP financial measure.
Equity in Net Income of Unconsolidated Affiliates
(in millions)
Year Ended December 31,
2014
2013
2012
Total equity in net income of unconsolidated affiliates
$
Fuji Xerox after-tax restructuring costs
160
$
3
169
$
9
152
16
Equity in net income of unconsolidated affiliates primarily reflects our 25% share of Fuji Xerox.
Refer to Note 9 - Investment in Affiliates, at Equity, in the Consolidated Financial Statements for additional
information regarding our investment in Fuji Xerox.
Net Income From Continuing Operations
Net income from continuing operations attributable to Xerox for the year ended December 31, 2014 was $1,084
million, or $0.90 per diluted share. On an adjusted basis1, net income attributable to Xerox was $1,280 million, or
$1.07 per diluted share, and included adjustments for the amortization of intangible assets. The increase in earnings
per diluted share reflects a lower average share count as a result of share repurchases over the last three years.
Net income from continuing operations attributable to Xerox for the year ended December 31, 2013 was $1,139
million, or $0.89 per diluted share. On an adjusted basis1, net income attributable to Xerox was $1,328 million, or
$1.04 per diluted share, and included adjustments for the amortization of intangible assets.
Net income from continuing operations attributable to Xerox for the year ended December 31, 2012 was $1,152
million, or $0.85 per diluted share. On an adjusted basis1, net income attributable to Xerox was $1,338 million, or
$0.99 per diluted share, and included adjustments for the amortization of intangible assets.
_____________
(1) See the "Non-GAAP Financial Measures" section for a reconciliation of reported net income from continuing operations to adjusted net
income.
Discontinued Operations
Refer to Note 4 - Divestitures in the Consolidated Financial Statements for additional information regarding
Discontinued Operations.
Xerox 2014 Annual Report
40
Other Comprehensive (Loss) Income
Other comprehensive loss attributable to Xerox was $1,380 million in 2014 as compared to income of $448 million
in 2013. The decrease of $1,828 million from 2013 is primarily the result of losses of $662 million from changes in
our defined benefit plans in 2014 as compared to gains of $632 million in 2013. The benefit plan losses in 2014 are
primarily due to a decrease in the discount rates used to measure our benefit obligations in 2014 as compared to an
increase in rates in 2013. (Refer to our discussion of Pension Plan Assumptions in the Application of Critical
Accounting Policies section of the MD&A as well as Note 16 - Employee Benefit Plans in the Consolidated Financial
Statements for additional information). The remainder of the year-over-year decrease in other comprehensive
income is related to the $549 million increase in losses from the translation of our foreign currency denominated net
assets as a result of the increased weakening in 2014 of our major foreign currencies as compared to the U.S.
Dollar.
2013 Other comprehensive income attributable to Xerox of $448 million increased $959 million from 2012. The
increase was primarily the result of gains associated with our defined benefit plans due to an increase in the
discount rates used to measure our benefit obligations (Refer to our discussion of Pension Plan Assumptions in the
Application of Critical Accounting Policies section of the MD&A as well as Note 16 - Employee Benefit Plans in the
Consolidated Financial Statements for additional information). These gains were partially offset by losses from the
translation of our foreign currency-denominated net assets in 2013 as compared to translation gains in 2012. The
translation losses are the result of the weakening of our major foreign currencies against the U.S. Dollar in 2013 as
compared to a strengthening of those same currencies in 2012.
Recent Accounting Pronouncements
Refer to Note 1 - Summary of Significant Accounting Policies in the Consolidated Financial Statements for a description
of recent accounting pronouncements including the respective dates of adoption and the effects on results of operations
and financial conditions.
Operations Review of Segment Revenue and Profit
Our reportable segments are consistent with how we manage the business and view the markets we serve. Our
reportable segments are Services, Document Technology and Other. Revenues by segment for the three years
ended December 31, 2014 were as follows:
Total Revenue
% of Total
Revenue
Segment Profit
(Loss)
Segment
Margin
$
$
$
$
$
$
10,584
8,358
598
19,540
10,479
8,908
619
20,006
10,271
9,462
688
20,421
54% $
43%
3%
100% $
52%
45%
3%
100% $
50% $
46%
4%
100% $
956
1,149
(272)
1,833
$
1,055
964
(217)
1,802
1,091
1,065
(254)
1,902
9.0 %
13.7 %
(45.5)%
9.4 %
10.1 %
10.8 %
(35.1)%
9.0 %
10.6 %
11.3 %
(36.9)%
9.3 %
(in millions)
2014
Services
Document Technology
Other
Total
2013
Services
Document Technology
Other
Total
2012
Services
Document Technology
Other
Total
41
Note: The above table has been revised to reflect the reclassification of the ITO business to Discontinued
Operations. Segment profit associated with the ITO business reclassified from the Services segment to
Discontinued Operations was $107 million, $100 million and $82 million for 2014, 2013 and 2012, respectively.
Services Segment
Our Services segment is comprised of two service offerings: Business Process Outsourcing (BPO) and Document
Outsourcing (DO).
Services segment revenues for the three years ended December 31, 2014 were as follows:
(in millions)
Business processing outsourcing
Document outsourcing
Less: Intra-segment elimination
Total Services Revenue
__________
2014
Revenue
2013
Change
2012
2014
2013
$
$
7,304
$
7,244
$
3,388
(108)
3,337
(102)
7,162
3,210
(101)
10,584
$
10,479
$
10,271
1%
2%
6%
1%
1%
4%
1%
2%
Note: The above table has been revised to reflect the reclassification of the ITO business to Discontinued
Operations. Additionally, 2013 and 2012 BPO revenues have been revised to conform to the 2014 presentation of
revenues.
Revenue 2014
Services revenue of $10,584 million increased 1% with no impact from currency.
• BPO revenue increased 1% and represented 68% of total Services revenue. Growth from acquisitions along
with organic growth in commercial healthcare and litigation services as well as growth internationally were
partially offset by declines in portions of customer care. In addition, the anticipated declines in the student loan
business and the Texas Medicaid contract termination had a combined 2.6-percentage point negative impact
on BPO revenue growth and a 1.8-percentage point negative impact on total Services revenue. These
negative year-over-year impacts are expected to end in the second half of 2015.
In 2014, BPO revenue mix across the major business areas was as follows: Commercial - 45%;
Government and Transportation - 25%; Commercial Healthcare - 18%; and Government Healthcare -
12%.
• DO revenue increased 2% and represented 32% of total Services revenue. The increase in DO revenue was
primarily driven by growth in our partner print services offerings offset by declines in Europe and other markets
due to contract run-off and new contract ramp timing.
Segment Margin 2014
Services segment margin of 9.0% decreased 1.1-percentage points from the prior year due primarily to a 1.1-
percentage point decline in gross margin, as margin improvements in DO, commercial healthcare, human
resources and commercial European businesses were more than offset by decreased margin in government
healthcare and government and transportation. Productivity improvements and restructuring benefits were
insufficient to offset higher expenses associated with our government healthcare Medicaid and Health Insurance
Exchange (HIX) platforms, net non-cash impairment charges for the HIX platform, higher compensation expenses,
the anticipated run-off of the student loan business and price declines consistent with prior years. The gross
margin decline was partially offset by improvements in SAG reflecting restructuring benefits.
Metrics
Pipeline
Our total Services sales pipeline at December 31, 2014 declined 5% over the prior year. The pipeline has been
adjusted to remove the ITO business and to reflect the realignment of our Services go-to-market resources into
industry focused business groups. Additionally, the pipeline qualification criteria has been revised. The sales
pipeline includes the Total Contract Value (TCV) of new business opportunities that potentially could be contracted
within the next six months and excludes business opportunities with estimated annual recurring revenue in excess
of $100 million.
Xerox 2014 Annual Report
42
Signings
Signings are defined as estimated future revenues from contracts signed during the period, including renewals of
existing contracts. Signings were as follows:
Signings were as follows:
(in billions)
BPO
DO
Total Signings
_________
Year Ended December 31,
2014
2013
2012(1)
$
$
$
7.6
3.0
$
8.9
3.3
10.6
$
12.2
$
6.5
2.9
9.4
(1) The 2012 BPO and DO signings have been revised to reflect the transfer of our Communication & Marketing Services (CMS) business
from DO to BPO in 2013.
Services signings were an estimated $10.6 billion in TCV for 2014 and decreased 13% compared to the prior year.
The decrease was driven by a lower level of renewal decision opportunities and lower new business signings
which were partially impacted by customer decision delays and a decrease in the average contract length. New
business annual recurring revenue (ARR) and non-recurring revenue (NRR) decreased 13% compared to the prior
year.
Services signings were an estimated $12.2 billion in TCV for 2013 and increased 29% compared to the prior year.
The increase was driven by new business and higher renewals.
Note: The above DO signings amount represents Enterprise signings only and does not include signings from our
partner print services offerings, which is driving the revenue growth in DO. TCV is the estimated total contractual
revenue related to future contracts in the pipeline or signed contracts, as applicable.
Renewal rate (BPO only)
Renewal rate is defined as the annual recurring revenue (ARR) on contracts that are renewed during the period as
a percentage of ARR on all contracts on which a renewal decision was made during the period. Our 2014 renewal
rate of 82% was moderately below our target range of 85%-90% and 11-percentage points lower than 2013.
Excluding the Texas Medicaid contract loss our renewal rate was 91% for the year. Our 2013 renewal rate of 93%
was above our target range of 85%-90% and 8-percentage points higher than 2012.
Revenue 2013
Services revenue of $10,479 million increased 2% with no impact from currency.
• BPO revenue increased 1% and represented 68% of total Services revenue. Growth in healthcare, human
resources and state government businesses were partially offset by lower volumes in portions of our
commercial BPO business and the run-off of our government student loan business.
• DO revenue increased 4% and represented 32% of total Services revenue. The increase in DO revenue was
primarily driven by growth in our partner print services offerings as well as higher equipment sales.
Segment Margin 2013
Services segment margin of 10.1% decreased 0.5-percentage points from the prior year primarily due to a
decrease in gross margin as increased productivity improvements and restructuring benefits were more than offset
by the run-off of the student loan business, higher healthcare platform expenses, the impact of price declines,
which were consistent with prior years, and lower volumes. The gross margin decline was partially offset by SAG
improvements reflecting restructuring benefits as well as lower compensation-related expenses.
43
Document Technology Segment
Our Document Technology segment includes the sale of products and supplies, as well as the associated
maintenance and financing of those products.
Revenue
(in millions)
Equipment sales
Annuity revenue
Total Revenue
Revenue 2014
Year Ended December 31,
Change
2014
2013
2012
2014
2013
$
$
2,482
$
5,876
8,358
$
2,727
$
6,181
8,908
$
2,879
6,583
9,462
(9)%
(5)%
(6)%
(5)%
(6)%
(6)%
Document Technology revenue of $8,358 million decreased 6%, with no impact from currency. Document
Technology revenues exclude Document Outsourcing. Inclusive of Document Outsourcing, 2014 aggregate
document-related revenue decreased 4% from 2013, with no impact from currency. Total revenues include the
following:
• Equipment sales revenue decreased 9% with no impact from currency. The decrease in equipment sales
reflects weakness in entry products due to product launch timing, the continued migration of customers to our
growing partner print services offering (included in our Services segment), weakness in developing markets
due to economic instability and, price declines of approximately 5%. 2013 benefited from the ConnectKey mid-
range product launch, and the refresh cycle for several large accounts. Equipment sales in 2014 were
negatively impacted by lower sales in Russia due to economic instability.
• Annuity revenue decreased by 5%, with no impact from currency. The decrease reflects a modest decline in
total pages, weakness in developing markets and entry products due to product launch timing, a continued
decline in financing revenue as a result of prior period sales of finance receivables and lower receivables
balance due to lower originations. The overall decrease in Financing revenue from prior year contributed 1-
percentage point to the Annuity revenue decline and 1-percentage point impact to the overall Document
Technology revenue decline. Annuity revenue was also impacted by the continued migration of customers to
our partner print services offerings (included in our Services segment). Total digital page volumes declined 4%
despite a 2% increase in digital MIF.
Document Technology revenue mix was 20% entry, 57% mid-range and 23% high-end.
Segment Margin 2014
Document Technology segment margin of 13.7% increased 2.9-percentage points from prior year. The increase
was primarily driven by a 1.5-percentage point increase in gross margin as the benefits from restructuring and
productivity, lower pension expense, and favorable currency on Yen-based purchases and revenue mix more than
offset moderate price declines and the impact of lower financing revenues. SAG decreased as a percent of
revenue as lower pension and bad debt expense as well as benefits from restructuring and productivity
improvements more than offset the impact of overall lower revenues.
Total revenue for Document Technology is expected to decline 4 to 5% in 2015, excluding the impact of currency,
as projected declines in black-and-white printing are only partially offset by growth in color printing and in the
graphic communications and SMB markets. The expected 2015 revenue decline for the Document Technology
segment is consistent with the trend we have experienced for this segment over the past three years as we
continue to transform the Company from a technology-based equipment company to a document outsourcing
services-based entity and customers continue to migrate their business to more services-based offerings. These
services-based offerings are reported within our Services segment. This business is also heavily impacted by price
and page declines, which are secular declines being experienced across the industry. Although annual revenue
declines are expected to continue in 2015, we believe the declines in revenues will moderate in future years. We
expect to manage the profitability impact of any revenue declines through measures to improve productivity and
reduce costs and expenses.
Xerox 2014 Annual Report
44
Installs 2014
Entry
We launched a total of twelve new Entry products in 2014, with a majority of them not available until late in the
third quarter and early in the fourth quarter. The benefits of these launches and other Entry go-to-market
investments are still ramping, and trends in color printers and multifunction devices are improving. Higher declines
in Eurasia due to economic instability are partially offsetting these improvements.
7% decrease in color multifunction devices
•
• Entry color printers flat
•
23% decrease in entry black-and-white multifunction devices driven by declines in all geographies.
Mid-Range
•
High-End
•
•
•
1% increase in installs of mid-range color devices reflects benefits from the newly launched WorkCentre 7970
and entry production devices partially offset by timing of large account sales
13% decrease in installs of mid-range black-and-white devices is consistent with overall market declines
7% decrease in installs of high-end color systems. Excluding Fuji Xerox growth in digital front-end (DFE)
sales, high-end color installs increased 6% with growth in iGen and the new Versant product.
13% decrease in installs of high-end black-and-white systems, reflecting continued declines in the overall
market.
Install activity percentages include installations for Document Outsourcing and the Xerox-branded product
shipments to GIS. Descriptions of “Entry”, “Mid-Range” and “High-End” are defined in Note 2 - Segment Reporting,
in the Consolidated Financial Statements.
Revenue 2013
Document Technology revenue of $8,908 million decreased 6%, with no impact from currency. Total revenues
include the following:
•
5% decrease in equipment sales revenue, with a 1-percentage point positive impact from currency. Equipment
sales benefited from our 2013 mid-range product refresh, growth and acquisitions in the small and mid-size
business market and increased demand for color digital production presses. These benefits were more than
offset by the continued migration of customers to managed print services and our growing partner print
services offerings (included in our Services segment), weakness in developing markets and price declines,
which were in the historical 5% to 10% range.
6% decrease in annuity revenue, with no impact from currency driven by a modest decline in total pages, the
reduction in channel supplies inventory levels, lower sales in developing markets and a decline in financing
revenue as a result of prior period sales of finance receivables and lower originations. Annuity revenue was
also impacted by the continued migration of customers to our partner print services offerings (included in our
Services segment). Total digital page volumes declined 2% despite a 3% increase in digital MIF.
•
• Document Technology revenue mix was 21% entry, 58% mid-range and 21% high-end.
Segment Margin 2013
Document Technology segment margin of 10.8% decreased 0.5-percentage points from prior year. The decline
was primarily driven by an increase in SAG as a percent of revenue due to the overall impact of lower revenue and
higher pension settlement losses which were only partially offset by restructuring savings, productivity
improvements and lower compensation-related expenses.
Installs 2013
24% increase in color multifunction devices driven by demand for the recently introduced WorkCentre® 6605,
WorkCentre® 6015 and ColorQube® 8700/8900
5% increase in color printers driven by demand for the Phaser® 6600 family of products as well as an increase
in sales to OEM partners.
20% decrease in entry black-and-white multifunction devices driven by declines in all geographies.
Entry
•
•
•
45
Mid-Range
•
•
8% increase in installs of mid-range color devices driven by demand for the ConnectKey® enabled products.
3% decrease in installs of mid-range black-and-white devices.
High-End
•
43% increase in installs of high-end color systems driven by growth in the sale of digital front-ends (DFE's) to
Fuji Xerox, as well as strong customer demand for the Color J75 Press and iGen® as we continue to
strengthen our market leadership in the Production Color segment. High-end color installs increased 7%,
excluding the DFE sales to Fuji Xerox.
8% decrease in installs of high-end black-and-white systems, reflecting continued declines in the overall
market.
•
Other Segment
Revenue 2014
Other segment revenue of $598 million decreased 3%, with no impact from currency, due to lower licensing and
patent sale revenues as well as lower wide format systems revenue. Total paper revenue (all within developing
markets) comprised approximately one-third of the Other segment revenue.
Segment Loss 2014
Other segment loss of $272 million, increased $55 million from the prior year, primarily driven by lower gains from
the sale of surplus properties, increased currency losses, higher legal reserves and lower licensing and patent
revenues. Non-financing interest expense as well as all Other expenses, net (excluding deferred compensation
investment gains and losses) are reported within the Other segment.
Revenue 2013
Other segment revenue of $619 million decreased 10%, with no impact from currency, due to lower wide format
systems revenue, lower sales of electronic presentation systems, lower developing market paper sales and lower
licensing revenue. Total paper revenue (all within developing markets) comprised approximately one-third of the
Other segment revenue.
Segment Loss 2013
Other segment loss of $217 million, was $37 million lower than the prior year, primarily driven by gains on the sale
of businesses and assets, partially offset by lower revenues. Non-financing interest expense as well as all Other
expenses, net (excluding deferred compensation investment gains) are reported within the Other segment.
Xerox 2014 Annual Report
46
Discontinued Operations
Detailed below are the revised results for the Services, Document Technology, Other and Total Segment by quarter
for 2014 and 2013 as well as for the full-year 2012 as a result of Discontinued Operations in 2014. These
revisions reflect the pending sale of our ITO business as well as other smaller divestitures. Refer to Note 4 -
Divestitures in the Consolidated Financial Statements for additional information regarding Discontinued
Operations.
$
$
$
$
Q1
Q2
2014
Q3
Q4
Full Year
$
2,585
2,044
142
$
2,651
2,126
164
$
2,623
2,029
143
2,725
2,159
149
10,584
8,358
598
4,771
$
4,941
$
4,795
$
5,033
$
19,540
222
249
(50)
421
$
$
226
306
(75)
457
$
$
240
284
(82)
442
$
$
268
310
(65)
513
$
956
1,149
(272)
1,833
8.6 %
12.2 %
(35.2)%
8.8 %
8.5 %
14.4 %
(45.7)%
9.2 %
9.1 %
14.0 %
(57.3)%
9.2 %
9.8 %
14.4 %
(43.6)%
10.2 %
9.0 %
13.7 %
(45.5)%
9.4 %
2012
Full Year
Q1
Q2
2013
Q3
Q4
Full Year
$ 10,271
$
9,462
688
2,584
2,135
138
$
2,613
2,263
166
$
2,596
2,159
145
$
2,686
2,351
170
$ 10,479
8,908
619
$ 20,421
$
4,857
$
5,042
$
4,900
$
5,207
$ 20,006
$
$
1,091
1,065
(254)
$
1,902
$
250
186
(68)
368
$
$
276
245
(61)
460
$
$
268
260
(54)
474
$
$
261
273
(34)
500
$
1,055
964
(217)
$
1,802
10.6 %
11.3 %
(36.9)%
9.3 %
9.7 %
8.7 %
(49.3)%
7.6 %
10.6 %
10.8 %
(36.7)%
9.1 %
10.3 %
12.0 %
(37.2)%
9.7 %
9.7 %
11.6 %
(20.0)%
9.6 %
10.1 %
10.8 %
(35.1)%
9.0 %
(in millions)
Revenues
Services
Document Technology
Other
Total Revenues
Segment Profit (Loss)
Services
Document Technology
Other
Total Segment Profit
Segment Margin
Services
Document Technology
Other
Total Segment Margin
(in millions)
Revenues
Services
Document Technology
Other
Total Revenues
Segment Profit (Loss)
Services
Document Technology
Other
Total Segment Profit
Segment Margin
Services
Document Technology
Other
Total Segment Margin
47
Capital Resources and Liquidity
Our liquidity is primarily dependent on our ability to continue to generate strong cash flows from operations.
Additional liquidity is also provided through access to the financial capital markets, including the Commercial Paper
market, as well as a committed global credit facility. The following is a summary of our liquidity position:
• As of December 31, 2014 and 2013, total cash and cash equivalents were $1,411 million and $1,764 million,
respectively, and there was $150 million and $0 million of borrowings under our Commercial Paper Program,
respectively. There were no borrowings or letters of credit under our $2 billion Credit Facility at either year end.
The decrease in our cash balance in 2014 is primarily due to increased acquisitions and share repurchases.
Refer to the Cash Flow Analysis section below.
• Over the past three years we have consistently delivered strong cash flows from operations driven by the
strength of our annuity-based revenue model. Cash flows from operations was $2,063 million, $2,375 million and
$2,580 million in each of the years in the three year period ended December 31, 2014, respectively. Cash flows
from operations reflect the cash impacts from the sales of finance receivables - refer to Sales of Finance
Receivables within this section.
• We expect cash flows from operations to be between $1.7 and $1.9 billion in 2015, which takes into
consideration approximately $300 million from the adverse impact of prior period sales of finance receivables as
well as the pending sale of our ITO business, which we expect to close in the first half of 2015.
Cash Flow Analysis
The following summarizes our cash flows for the three years ended December 31, 2014, as reported in our
Consolidated Statements of Cash Flows in the accompanying Consolidated Financial Statements:
(in millions)
Year Ended December 31,
Change
2014
2013
2012
2014
2013
Net cash provided by operating activities
$
2,063
$
2,375
$
2,580
$
(312) $
Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
(703)
(1,624)
(89)
(353)
1,764
(452)
(1,402)
(3)
518
1,246
(761)
(1,472)
(3)
344
902
(251)
(222)
(86)
(871)
518
Cash and Cash Equivalents at End of Year
$
1,411
$
1,764
$
1,246
$
(353) $
(205)
309
70
—
174
344
518
Cash Flows from Operating Activities
Net cash provided by operating activities was $2,063 million for the year ended December 31, 2014. The $312
million decrease in operating cash from 2013 was primarily due to the following:
•
$598 million decrease from finance receivables primarily related to the impact from prior period sales of
receivables partially offset by higher net run-off due to lower lease originations. Refer to Note 6 - Finance
Receivables, Net in the Consolidated Financial Statements for additional information regarding the sale of
finance receivables.
$54 million decrease due to higher contributions to our defined benefit pension plans.
$157 million increase due to higher accounts payable and accrued compensation primarily related to the timing
of accounts payable payments and improved payment terms with key suppliers.
$92 million increase from accounts receivable primarily due to the timing of collections and improved collections
partially offset by the impact from quarterly revenue changes.
$42 million increase from lower spending for product software and up-front costs for outsourcing service
contracts.
$34 million increase due to lower net income tax payments primarily due to refunds in 2014 from prior years.
$20 million increase from lower installs of equipment on operating leases.
•
•
•
•
•
•
Net cash provided by operating activities was $2,375 million for the year ended December 31, 2013. The $205
million decrease in operating cash from 2012 was primarily due to the following:
•
•
$105 million decrease in pre-tax income before net gain on sales of businesses and assets and restructuring.
$307 million decrease due to lower net run-off of finance receivables of $280 million and higher equipment on
operating leases of $27 million. The lower net run-off of finance receivables was primarily related to the impact
Xerox 2014 Annual Report
48
from the receivables sales. Refer to Note 6 - Finance Receivables, Net in the Consolidated Financial Statements
for additional information regarding the sale of finance receivables.
$149 million decrease due to lower accounts payable and accrued compensation primarily related to the timing
of accounts payable payments.
$38 million decrease due higher growth in inventory reflecting the launch of new products.
$22 million decrease due to the timing of settlements of our foreign currency derivative contracts. These
derivatives primarily relate to hedges of Yen inventory purchases.
$18 million decrease due to higher net income tax payments.
$212 million increase from accounts receivable primarily due to lower revenues partially offset by a reduction in
the use of accelerated collection programs such as early pay discounts.
$134 million increase due to lower contributions to our defined benefit pension plans. This was in line with
expectations.
$106 million increase from lower spending for product software and up-front costs for outsourcing service
contracts.
•
•
•
•
•
•
•
Cash flow from operations in 2014 and 2013, include approximately $145 million and $130 million, respectively, of
cash flows from our ITO business which is held for sale and reported as a discontinued operation at December 31,
2014. Refer to Note 4 - Divestitures in the Consolidated Financial Statements for additional information regarding
this pending sale.
Cash Flows from Investing Activities
Net cash used in investing activities was $703 million for the year ended December 31, 2014. The $251 million
increase in the use of cash from 2013 was primarily due to the following:
•
$185 million increase in acquisitions. 2014 acquisitions include ISG Holdings, Inc. for $225 million, Invoco
Holding GmbH for $54 million, Consilience Software, Inc. for $25 million and three smaller acquisitions for $36
million. 2013 acquisitions include Zeno Office Solutions, Inc. for $59 million, Impika for $53 million and four
smaller acquisitions totaling $43 million.
$32 million increase primarily due to lower proceeds from the sale of assets. 2014 includes proceeds from the
sale of surplus facilities in Latin America of $42 million. 2013 includes proceeds from the sale of a U.S. facility of
$38 million and the sale of portions of our Wilsonville, Oregon operation and related assets of $33 million.
$25 million increase due to higher capital expenditures (including internal use software).
•
•
Net cash used in investing activities was $452 million for the year ended December 31, 2013. The $309 million
decrease in the use of cash from 2012 was primarily due to the following:
•
$121 million decrease in acquisitions. 2013 acquisitions include Zeno Office Solutions, Inc. for $59 million,
Impika for $53 million and four smaller acquisitions totaling $43 million. 2012 acquisitions include Wireless Data
for $95 million, RK Dixon for $58 million as well as seven smaller acquisitions totaling $123 million.
$86 million decrease due to lower capital expenditures (including internal use software).
$77 million decrease primarily due to $38 million of proceeds from the sale of a U.S. facility and $33 million of
proceeds from the sale of portions of our Wilsonville, Oregon operation and related assets.
$26 million decrease due to proceeds from the sale of the North American and European Paper businesses.
•
•
•
Capital expenditures (including internal use software) in 2014 and 2013, include approximately $100 million in each
year associated with our ITO business which is held for sale and reported as a discontinued operation at December
31, 2014. Refer to Note 4 - Divestitures in the Consolidated Financial Statements for additional information
regarding this pending sale.
Cash Flows from Financing Activities
Net cash used in financing activities was $1,624 million for the year ended December 31, 2014. The $222 million
increase in the use of cash from 2013 was primarily due to the following:
•
•
•
$375 million increase from share repurchases.
$69 million increase due to lower proceeds from the issuance of common stock under our incentive stock plans.
$48 million increase due to higher common stock dividends of $17 million as well as distributions to
noncontrolling interests of $31 million.
$259 million decrease from net debt activity. 2014 reflects payments of $1,050 million on Senior Notes offset by
net proceeds of $700 million from the issuance of Senior Notes and an increase of $150 million in Commercial
Paper. 2013 reflects payments of $1 billion of Senior Notes offset by net proceeds of $500 million from the
issuance of Senior Notes and $39 million from the sale and capital leaseback of a building in the U.S.
•
49
Net cash used in financing activities was $1,402 million for the year ended December 31, 2013. The $70 million
decrease in the use of cash from 2012 was primarily due to the following:
•
•
$356 million decrease from lower share repurchases.
$80 million decrease due to higher proceeds from the issuance of common stock under our incentive stock
plans.
$326 million increase from net debt activity. 2013 reflects payments of $1 billion of Senior Notes offset by net
proceeds of $500 million from the issuance of Senior Notes and $39 million from the sale and capital leaseback
of a building in the U.S. 2012 reflects net proceeds of $1.1 billion from the issuance of Senior Notes offset by net
payments on Senior Notes of $1.1 billion and a decrease of $100 million in Commercial Paper.
$41 million increase due to higher common stock dividends.
•
•
Customer Financing Activities
We provide lease equipment financing to our customers, primarily in our Document Technology segment. Our lease
contracts permit customers to pay for equipment over time rather than at the date of installation. Our investment in
these contracts is reflected in Total finance assets, net. We primarily fund our customer financing activity through
cash generated from operations, cash on hand, commercial paper borrowings, sales and securitizations of finance
receivables and proceeds from capital markets offerings.
We have arrangements in certain international countries and domestically with our small and mid-sized customers,
where third-party financial institutions independently provide lease financing directly to our customers, on a non-
recourse basis to Xerox. In these arrangements, we sell and transfer title of the equipment to these financial
institutions. Generally, we have no continuing ownership rights in the equipment subsequent to its sale; therefore, the
unrelated third-party finance receivable and debt are not included in our Consolidated Financial Statements.
The following represents our Total finance assets, net associated with our lease and finance operations:
(in millions)
Total Finance receivables, net(1)
Equipment on operating leases, net
Total Finance Assets, Net (2)
_________
December 31,
2014
2013
$
$
4,254
$
525
4,779
$
4,530
559
5,089
(1)
Includes (i) billed portion of finance receivables, net, (ii) finance receivables, net and (iii) finance receivables due after one year, net as included
in our Consolidated Balance Sheets.
(2) The change from December 31, 2013 includes a decrease of $282 million due to currency across all Finance Assets.
We maintain a certain level of debt, referred to as financing debt, to support our investment in these lease contracts
or Total finance assets, net. We maintain this financing debt at an assumed 7:1 leverage ratio of debt to equity as
compared to our Total finance assets, net for this financing aspect of our business. Based on this leverage, the
following represents the allocation of our total debt at December 31, 2014 and 2013 between financing debt and core
debt:
(in millions)
Financing debt(1)
Core debt
Total Debt
_________
December 31,
2014
2013
$
$
4,182
$
3,559
7,741
$
4,453
3,568
8,021
(1) Financing debt includes $3,722 million and $3,964 million as of December 31, 2014 and December 31, 2013, respectively, of debt associated
with Total finance receivables, net and is the basis for our calculation of “Equipment financing interest” expense. The remainder of the
financing debt is associated with Equipment on operating leases.
Xerox 2014 Annual Report
50
In 2015, we expect to continue the leveraging of our finance assets at an assumed 7:1 ratio of debt to equity. The
following summarizes our total debt at December 31, 2014 and 2013:
(in millions)
Principal debt balance(1)
Net unamortized discount
Fair value adjustments(2)
- terminated swaps
- current swaps
Total Debt
_________
December 31,
2014
2013
7,722
$
(54)
68
5
7,741
$
7,979
(58)
100
—
8,021
$
$
(1) Balance at December 31, 2014 and 2013 includes $1 million and $5 million of Notes Payable and $150 million and $0 of Commercial Paper,
respectively.
(2) Fair value adjustments include the following: (i) fair value adjustments to debt associated with terminated interest rate swaps, which are
being amortized to interest expense over the remaining term of the related notes; and (ii) changes in fair value of hedged debt obligations
attributable to movements in benchmark interest rates. Hedge accounting requires hedged debt instruments to be reported inclusive of any
fair value adjustment.
Total debt of $7,741 million excludes $75 million of capital lease obligations related to our ITO business, which is
held for sale and being reported as a discontinued operation at December 31, 2014. These obligations are expected
to be assumed by the purchaser of the ITO business. Refer to Note 4 - Divestitures in the Consolidated Financial
Statements for additional information regarding this pending sale
Sales of Accounts Receivable
Accounts receivable sales arrangements are utilized in the normal course of business as part of our cash and
liquidity management. We have financial facilities in the U.S., Canada and several countries in Europe that enable us
to sell certain accounts receivables without recourse to third-parties. The accounts receivables sold are generally
short-term trade receivables with payment due dates of less than 60 days.
Accounts receivable sales were as follows:
(in millions)
Accounts receivable sales
Deferred proceeds
Loss on sale of accounts receivable
Estimated decrease to operating cash flows(1)
__________
Year Ended December 31,
2014
2013
2012
$
2,906
$
3,401
$
3,699
387
15
(68)
486
17
(55)
639
21
(78)
(1) Represents the difference between current and prior year fourth quarter receivable sales adjusted for the effects of: (i) the deferred proceeds,
(ii) collections prior to the end of the year, and (iii) currency.
Refer to Note 5 - Accounts Receivable, Net in the Consolidated Financial Statements for additional information.
Sales of Finance Receivables
In 2013 and 2012, we transferred our entire interest in certain groups of lease finance receivables to third-party
entities. The transfers were accounted for as sales and resulted in the de-recognition of lease receivables with a net
carrying value of $676 million in 2013 and $682 million in 2012, and associated pre-tax gains of $40 million and $44
million, respectively. We continue to service the sold receivables and record servicing fee income over the expected
life of the associated receivables.
Refer to Note 6 - Finance Receivables, Net in the Consolidated Financial Statements for additional information.
51
The net impact on operating cash flows from the sales of finance receivables is summarized below
(in millions)
Net cash received for sales of finance receivables(1)
Impact from prior sales of finance receivables(2)
Collections on beneficial interest
Estimated (Decrease) Increase to Operating Cash Flows
__________
Year Ended December 31,
2014
2013
2012
$
$
— $
(527)
94
(433) $
631
$
(392)
58
297
$
625
(45)
—
580
(1) Net of beneficial interest, fees and expenses.
(2) Represents cash that would have been collected if we had not sold finance receivables.
Capital Market Activity
Credit Facility
On March 18, 2014, we entered into an Amended and Restated Credit Agreement that extended the maturity date of
our $2.0 billion unsecured revolving Credit Facility to March 18, 2019 from December 2016. The amendment also
included modest improvements in pricing and minor changes in the composition of the group of lenders. The
amended and restated Credit Facility contains a $300 million letter of credit sub-facility and the accordion feature that
would allow us to increase (from time to time, with willing lenders) the overall size of the facility up to an aggregate
amount not to exceed $2.75 billion. We also have the right to request a one year extension on each of the first and
second anniversary of the amendment date.
At December 31, 2014 we had no outstanding borrowings or letters of credit under our Credit Facility.
Refer to Note 13 - Debt in the Condensed Consolidated Financial Statements for additional information.
Senior Notes
In May 2014, we issued $400 million of 2.8% Senior Notes due 2020 (the "2020 Senior Notes") at 99.956% of par
and $300 million of 3.8% Senior Notes due 2024 (the "2024 Senior Notes") at 99.669% of par, resulting in aggregate
net proceeds of approximately $700 million. Interest on the Senior Notes are payable semi-annually. The proceeds
were used for general corporate purposes which included repayment of a portion of our outstanding borrowings.
Refer to Note 13 - Debt in the Consolidated Financial Statements for additional information regarding our debt.
Financial Instruments
Refer to Note 14 - Financial Instruments in the Consolidated Financial Statements for additional information
regarding our derivative financial instruments.
Share Repurchase Programs - Treasury Stock
During 2014, we repurchased 86.5 million shares of our common stock for an aggregate cost of $1.1 billion, including
fees. In November 2014, the Board of Directors authorized an additional $1.5 billion in share repurchases bringing
the total cumulative authorization to $8.0 billion.
Through February 19, 2015, we repurchased an additional 9.2 million shares at an aggregate cost of $125.8 million,
including fees, for total program repurchases of 589.3 million shares at a cost of $6.6 billion, including fees.
We expect total share repurchases of approximately $1 billion in 2015.
Refer to Note 20 - Shareholders’ Equity – Treasury Stock in the Consolidated Financial Statements for additional
information regarding our share repurchase programs.
Dividends
The Board of Directors declared aggregate dividends of $293 million, $287 million and $226 million on common
stock in 2014, 2013 and 2012, respectively. The increase in 2014 as compared to prior years is primarily due to the
increase in the quarterly dividend to 6.25 cents per share in 2014 partially offset by a lower level of outstanding
shares as a result of the repurchase of shares under our share repurchase programs.
Xerox 2014 Annual Report
52
The Board of Directors declared aggregate dividends of $24 million on the Series A Convertible Preferred Stock in
each of the years in the three year period ended December 31, 2014. The preferred shares were issued in 2010 in
connection with the acquisition of ACS.
In January 2015, the Board of Directors approved an increase in the Company's quarterly cash dividend from 6.25
cents per share to 7.00 cents per share, beginning with the dividend payable on April 30, 2015.
Liquidity and Financial Flexibility
We manage our worldwide liquidity using internal cash management practices, which are subject to (1) the statutes,
regulations and practices of each of the local jurisdictions in which we operate, (2) the legal requirements of the
agreements to which we are a party and (3) the policies and cooperation of the financial institutions we utilize to
maintain and provide cash management services.
Our principal debt maturities are in line with historical and projected cash flows and are spread over the next ten
years as follows (in millions):
Year
2015 (1)
2016
2017
2018
2019
2020
2021
2022
2023
2024 and thereafter
Total (2)
______________
Amount
1,458
998
1,037
1,023
1,158
406
1,067
—
—
650
7,797
$
$
(1)
Includes $1 million of Notes Payable and $150 million of Commercial Paper.
(2)
Includes payments of $75 million on capital lease obligations related to our ITO business, which is held for sale and being reported as a
discontinued operation at December 31, 2014. These obligations are expected to be assumed by the purchaser of the ITO business. Refer to
Note 4 - Divestitures in the Consolidated Financial Statements for additional information regarding this pending sale.
Foreign Cash
At December 31, 2014, we had $1.4 billion of cash and cash equivalents on a consolidated basis. Of that amount,
approximately $600 million was held outside the U.S. by our foreign subsidiaries to fund future working capital,
investment and financing needs of our foreign subsidiaries. Accordingly, we have asserted that such funds are
indefinitely reinvested outside the U.S.
We believe we have sufficient levels of cash and cash flows to support our domestic requirements. However, if the
cash held by our foreign subsidiaries was needed to fund our U.S. requirements, there would not be a significant tax
liability associated with the repatriation, as any U.S. liability would be reduced by the foreign tax credits associated
with the repatriated earnings.
53
However, our determination above is based on the assumption that only the cash held outside the U.S. would be
repatriated as a result of an unanticipated or unique domestic need. It does not assume repatriation of the entire
amount of indefinitely reinvested earnings of our foreign subsidiaries. As disclosed in Note 17- Income and Other
Taxes in our Consolidated Financial Statements, we have not estimated the potential tax consequences associated
with the repatriation of the entire amount of our foreign earnings indefinitely reinvested outside the U.S. We do not
believe it is practical to calculate the potential tax impact, as there is a significant amount of uncertainty with respect
to determining the amount of foreign tax credits as well as any additional local withholding tax and other indirect tax
consequences that may arise from the distribution of these earnings. In addition, because such earnings have been
indefinitely reinvested in our foreign operations, repatriation would require liquidation of those investments or a
recapitalization of our foreign subsidiaries, the impacts and effects of which are not readily determinable.
Loan Covenants and Compliance
At December 31, 2014, we were in full compliance with the covenants and other provisions of our Credit Facility and
Senior Notes. We have the right to terminate the Credit Facility without penalty. Failure to comply with material
provisions or covenants of the Credit Facility and Senior Notes could have a material adverse effect on our liquidity
and operations and our ability to continue to fund our customers' purchase of Xerox equipment.
Refer to Note 13 - Debt in the Consolidated Financial Statements for additional information regarding debt
arrangements.
Contractual Cash Obligations and Other Commercial Commitments and Contingencies
At December 31, 2014, we had the following contractual cash obligations and other commercial commitments and
contingencies:
(in millions)
Total debt, including capital lease obligations(1)
Interest on debt(1)
Minimum operating lease commitments(2)
Defined benefit pension plans
Retiree health payments
Estimated Purchase Commitments:
Fuji Xerox(3)
Flextronics(4)
Other(5)
Total
_______________
2015
2016
2017
2018
2019
Thereafter
$
1,458
$
330
586
340
71
1,831
452
182
998
270
390
—
70
—
—
236
$
1,037
$
1,023
$
1,158
$
2,123
214
188
—
70
—
—
106
168
112
—
69
—
—
69
132
85
—
68
—
—
65
592
57
—
323
—
—
25
$
5,250
$
1,964
$
1,615
$
1,441
$
1,508
$
3,120
(1) Total debt for 2015 includes $1 million of Notes Payable and $150 million of commercial paper as well as payments on capital lease
obligations related to our ITO business. Refer to Note 13 - Debt in the Consolidated Financial Statements for additional information regarding
debt and interest on debt.
(2) Refer to Note 8 - Land, Buildings, Equipment and Software, Net in the Consolidated Financial Statements for additional information related to
minimum operating lease commitments, including payments on operating lease related to our ITO business.
(3) Fuji Xerox: The amount included in the table reflects our estimate of purchases over the next year and is not a contractual commitment.
(4) Flextronics: We outsource certain manufacturing activities to Flextronics. The amount included in the table reflects our estimate of purchases
over the next year and is not a contractual commitment. In the past two years, actual purchases from Flextronics averaged approximately
$525 million per year.
(5) Other purchase commitments: We enter into other purchase commitments with vendors in the ordinary course of business. Our policy with
respect to all purchase commitments is to record losses, if any, when they are probable and reasonably estimable. We currently do not have,
nor do we anticipate, material loss contracts. Other purchase commitments include $2 million and $6 million for 2015 and 2016, respectively,
related to our ITO business, which is held for sale and being reported as a discontinued operation at December 31, 2014. Refer to Note 4 -
Divestitures in the Consolidated Financial Statements for additional information regarding this pending sale.
Pension and Other Post-retirement Benefit Plans
We sponsor defined benefit pension plans and retiree health plans that require periodic cash contributions. Our 2014
cash contributions for these plans were $284 million for our defined benefit pension plans and $70 million for our
retiree health plans. In 2015, based on current actuarial calculations, we expect to make contributions of
approximately $340 million to our worldwide defined benefit pension plans and approximately $71 million to our
retiree health benefit plans.
Xerox 2014 Annual Report
54
Contributions to our defined benefit pension plans in subsequent years will depend on a number of factors, including
the investment performance of plan assets and discount rates as well as potential legislative and plan changes. At
December 31, 2014, the underfunded balance of our U.S. and Non-U.S. defined benefit pension plans was $1,590
million and $1,078 million, respectively.
Our retiree health benefit plans are non-funded and are almost entirely related to domestic operations. Cash
contributions are made each year to cover medical claims costs incurred during the year. The amounts reported in
the above table as retiree health payments represent our estimate of future benefit payments.
Refer to Note 16 - Employee Benefit Plans in the Consolidated Financial Statements for additional information
regarding contributions to our defined benefit pension and post-retirement plans.
Fuji Xerox
We purchased products, including parts and supplies, from Fuji Xerox totaling $1.8 billion, $1.9 billion and $2.1 billion
in 2014, 2013 and 2012, respectively. Our purchase commitments with Fuji Xerox are entered into in the normal
course of business and typically have a lead time of three months. Related party transactions with Fuji Xerox are
discussed in Note 9 - Investments in Affiliates, at Equity in the Consolidated Financial Statements.
Brazil Tax and Labor Contingencies
Our Brazilian operations are involved in various litigation matters and have received or been the subject of numerous
governmental assessments related to indirect and other taxes, as well as disputes associated with former employees
and contract labor. The tax matters, which comprise a significant portion of the total contingencies, principally relate
to claims for taxes on the internal transfer of inventory, municipal service taxes on rentals and gross revenue taxes.
We are disputing these tax matters and intend to vigorously defend our positions. Based on the opinion of legal
counsel and current reserves for those matters deemed probable of loss, we do not believe that the ultimate
resolution of these matters will materially impact our results of operations, financial position or cash flows. The labor
matters principally relate to claims made by former employees and contract labor for the equivalent payment of all
social security and other related labor benefits, as well as consequential tax claims, as if they were regular
employees. As of December 31, 2014, the total amounts related to the unreserved portion of the tax and labor
contingencies, inclusive of related interest, amounted to approximately $817 million, with the decrease from
December 31, 2013 balance of approximately $933 million, primarily related to currency and closed cases partially
offset by interest. With respect to the unreserved balance of $817 million, the majority has been assessed by
management as being remote as to the likelihood of ultimately resulting in a loss to the Company. In connection with
the above proceedings, customary local regulations may require us to make escrow cash deposits or post other
security of up to half of the total amount in dispute. As of December 31, 2014, we had $135 million of escrow cash
deposits for matters we are disputing, and there are liens on certain Brazilian assets with a net book value of $18
million and additional letters of credit of approximately $244 million, which include associated indexation. Generally,
any escrowed amounts would be refundable and any liens would be removed to the extent the matters are resolved
in our favor. We routinely assess all these matters as to probability of ultimately incurring a liability against our
Brazilian operations and record our best estimate of the ultimate loss in situations where we assess the likelihood of
an ultimate loss as probable.
Other Contingencies and Commitments
As more fully discussed in Note 18 - Contingencies and Litigation in the Consolidated Financial Statements, we are
involved in a variety of claims, lawsuits, investigations and proceedings concerning: securities law; governmental
entity contracting, servicing and procurement law; intellectual property law; environmental law; employment law; the
Employee Retirement Income Security Act (ERISA); and other laws and regulations. In addition, guarantees,
indemnifications and claims may arise during the ordinary course of business from relationships with suppliers,
customers and non-consolidated affiliates. Nonperformance under a contract including a guarantee, indemnification
or claim could trigger an obligation of the Company.
We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is
deemed probable and can be reasonably estimated. Should developments in any of these areas cause a change in
our determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any
of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material
adverse effect on our results of operations, cash flows and financial position in the period or periods in which such
change in determination, judgment or settlement occurs.
55
Unrecognized Tax Benefits
As of December 31, 2014, we had $240 million of unrecognized tax benefits. This represents the tax benefits
associated with various tax positions taken, or expected to be taken, on domestic and foreign tax returns that have
not been recognized in our financial statements due to uncertainty regarding their resolution. The resolution or
settlement of these tax positions with the taxing authorities is at various stages and therefore we are unable to make
a reliable estimate of the eventual cash flows by period that may be required to settle these matters. In addition,
certain of these matters may not require cash settlement due to the existence of credit and net operating loss
carryforwards, as well as other offsets, including the indirect benefit from other taxing jurisdictions that may be
available.
Refer to Note 17 - Income and Other Taxes in the Consolidated Financial Statements for additional information
regarding unrecognized tax benefits.
Off-Balance Sheet Arrangements
We may occasionally utilize off-balance sheet arrangements in our operations (as defined by the SEC Financial
Reporting Release 67 (FRR-67), “Disclosure in Management’s Discussion and Analysis about Off-Balance Sheet
Arrangements and Aggregate Contractual Obligations”). We enter into the following arrangements that have off-
balance sheet elements:
• Operating leases in the normal course of business. The nature of these lease arrangements is discussed in Note
8 - Land, Buildings, Equipment and Software, Net in the Consolidated Financial Statements.
• We have facilities, primarily in the U.S., Canada and several countries in Europe that enable us to sell to third-
parties certain accounts receivable without recourse. In most instances, a portion of the sales proceeds are held
back by the purchaser and payment is deferred until collection of the related sold receivables. Refer to Note 5 -
Accounts Receivables, Net in the Consolidated Financial Statements for further information regarding these
facilities.
• During 2013 and 2012, we entered into arrangements to transfer and sell our entire interest in certain groups of
finance receivables where we received cash and beneficial interests from the third-party purchaser. Refer to
Note 6 - Finance Receivables, Net in the Consolidated Financial Statements for further information regarding
these sales. There were no sales of Finance Receivables in 2014.
At December 31, 2014, we do not believe we have any off-balance sheet arrangements that have, or are reasonably
likely to have, a material current or future effect on financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital resources.
In addition, see the table above for the Company's contractual cash obligations and other commercial commitments
and Note 18 - Contingencies and Litigation in the Consolidated Financial Statements for additional information
regarding contingencies, guarantees, indemnifications and warranty liabilities.
Non-GAAP Financial Measures
We have reported our financial results in accordance with generally accepted accounting principles (GAAP). In
addition, we have discussed our results using non-GAAP measures.
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, the Company’s reported results prepared in accordance
with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for
comparable GAAP measures and should be read only in conjunction with our consolidated financial statements
prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial
measures internally to understand, manage and evaluate our business and make operating decisions. These non-
GAAP measures are among the primary factors management uses in planning for and forecasting future periods.
Compensation of our executives is based in part on the performance of our business based on these non-GAAP
measures.
Xerox 2014 Annual Report
56
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 the following tables.
Adjusted Earnings Measures
To better understand the trends in our business, we believe it is necessary to adjust the following amounts
determined in accordance with GAAP to exclude the effects of the certain items as well as their related income tax
effects.
• Net income and Earnings per share (EPS), and
• Effective tax rate.
The above have been adjusted for the following items:
• Amortization of intangible assets (all periods): The amortization of intangible assets is driven by our
acquisition activity which can vary in size, nature and timing as compared to other companies within our industry
and from period to period. Accordingly, due to the incomparability of acquisition activity among companies and
from period to period, we believe exclusion of the amortization associated with intangible assets acquired
through our acquisitions allows investors to better compare and understand our results. The use of intangible
assets contributed to our revenues earned during the periods presented and will contribute to our future period
revenues as well. Amortization of intangible assets will recur in future periods.
• Other discrete, unusual or infrequent costs and expenses: In addition, we occasionally may also exclude
additional items given the discrete, unusual or infrequent nature of the item on our results of operations for the
period. We believe the exclusion of these items allow investors to better understand and analyze the results for
the period as compared to prior periods as well as expected trends in our business.
Adjustments for 2014, 2013 and 2012 earnings were limited to the amortization of intangible assets.
We also calculate and utilize an Operating income and margin earnings measure by adjusting our pre-tax income
and margin amounts to exclude certain items. In addition to the amortization of intangible assets, operating income
and margin also exclude Other expenses, net as well as Restructuring and asset impairment charges. Other
expenses, net is primarily comprised of non-financing interest expense and also includes certain other non-operating
items. Restructuring and asset impairment charges consist of costs primarily related to severance and benefits for
employees pursuant to formal restructuring and workforce reduction plans. Such charges are expected to yield future
benefits and savings with respect to our operational performance. We exclude all of these amounts in order to
evaluate our current and past operating performance and to better understand the expected future trends in our
business.
Net Income and EPS reconciliation:
(in millions; except per share amounts)
As Reported(1)
Adjustments:
Amortization of intangible assets
Adjusted
Weighted average shares for adjusted EPS(2)
Fully diluted shares at December 31, 2014(3)
___________
$
$
Year Ended December 31,
2014
2013
2012
Net Income
EPS
Net Income
EPS
Net Income
EPS
1,084
$
0.90
$
1,139
$
0.89
$
1,152
$
0.85
196
0.17
189
0.15
186
1,280
$
1.07
$
1,328
$
1.04
$
1,338
$
0.14
0.99
1,199
1,159
1,274
1,356
(1) Net income and EPS from continuing operations attributable to Xerox.
(2) Average shares for the calculation of adjusted EPS include 27 million shares associated with the Series A convertible preferred stock and therefore the related
annual dividend was excluded.
(3) Represents common shares outstanding at December 31, 2014 as well as shares associated with our Series A convertible preferred stock plus dilutive potential
common shares as used for the calculation of diluted earnings per share in the fourth quarter 2014.
57
Effective Tax reconciliation:
(in millions)
As Reported(1)
Adjustments:
Amortization of intangible assets
Adjusted
__________
$
$
Year Ended December 31, 2014
Year Ended December 31, 2013
Year Ended December 31, 2012
Pre-Tax
Income
Income Tax
Expense
Effective
Tax Rate
Pre-Tax
Income
Income Tax
Expense
Effective
Tax Rate
Pre-Tax
Income
Income Tax
Expense
Effective
Tax Rate
1,206
$
259
21.5% $
1,243
$
253
20.4% $
1,284
$
256
19.9%
315
1,521
$
119
378
305
24.9% $
1,548
$
116
369
301
23.8% $
1,585
$
115
371
23.4%
(1) Pre-tax income and income tax expense from continuing operations attributable to Xerox.
Operating Income / Margin reconciliation:
(in millions)
Reported Pre-tax Income(1)
Adjustments:
Amortization of intangible assets
Xerox restructuring charge
Other expenses, net
Adjusted Operating Income /
Margin
Year Ended December 31, 2014
Year Ended December 31, 2013
Year Ended December 31, 2012
Profit
Revenue
Margin
Profit
Revenue
Margin
Profit
Revenue
Margin
$
1,206
$
19,540
6.2% $
1,243
$
20,006
6.2% $
1,284
$
20,421
6.3%
315
128
232
305
115
146
301
149
257
1,881
19,540
9.6%
1,809
20,006
9.0%
1,991
20,421
9.7%
Equity in net income of unconsolidated
affiliates
Business transformation costs(2)
Fuji Xerox restructuring charge
Litigation matters
Other expense, net*
160
21
3
—
(232)
169
—
9
(37)
(148)
152
—
16
—
(257)
Segment Profit / Margin
$
1,833
$
19,540
9.4% $
1,802
$
20,006
9.0% $
1,902
$
20,421
9.3%
____________
* Includes rounding adjustments.
(1) Profit and revenue from continuing operations attributable to Xerox.
(2) Business transformation costs represent incremental costs incurred directly in support of our business transformation and restructuring initiatives such as
compensation costs for overlapping staff, consulting costs and training costs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
We are exposed to market risk from foreign currency exchange rates and interest rates, which could affect
operating results, financial position and cash flows. We manage our exposure to these market risks through our
regular operating and financing activities and, when appropriate, through the use of derivative financial instruments.
We utilized derivative financial instruments to hedge economic exposures, as well as reduce earnings and cash flow
volatility resulting from shifts in market rates.
Recent market events have not caused us to materially modify or change our financial risk management strategies
with respect to our exposures to interest rate and foreign currency risk. Refer to Note 14 - Financial Instruments in
the Consolidated Financial Statements for additional discussion on our financial risk management.
Xerox 2014 Annual Report
58
Foreign Exchange Risk Management
Assuming a 10% appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency
exchange rates at December 31, 2014, the potential change in the fair value of foreign currency-denominated
assets and liabilities in each entity would not be significant because all material currency asset and liability
exposures were economically hedged as of December 31, 2014. A 10% appreciation or depreciation of the U.S.
Dollar against all currencies from the quoted foreign currency exchange rates at December 31, 2014 would have an
impact on our cumulative translation adjustment portion of equity of approximately $637 million. The net amount
invested in foreign subsidiaries and affiliates, primarily Xerox Limited, Fuji Xerox and Xerox Canada Inc. and
translated into U.S. Dollars using the year-end exchange rates, was approximately $6.4 billion at December 31,
2014.
Interest Rate Risk Management
The consolidated weighted-average interest rates related to our total debt for 2014, 2013 and 2012 approximated
4.8%, 5.0%, and 4.7%, respectively. Interest expense includes the impact of our interest rate derivatives.
Virtually all customer-financing assets earn fixed rates of interest. The interest rates on a significant portion of the
Company's term debt are fixed.
As of December 31, 2014, $343 million of our total debt of $7.7 billion carried variable interest rates, including the
effect of pay variable interest rate swaps, if any, we may use to reduce the effective interest rate on our fixed
coupon debt.
The fair market values of our fixed-rate financial instruments are sensitive to changes in interest rates. At
December 31, 2014, a 10% change in market interest rates would change the fair values of such financial
instruments by approximately $92 million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
59
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Xerox Corporation:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income,
comprehensive income, cash flows and shareholders’ equity present fairly, in all material respects, the financial
position of Xerox Corporation and its subsidiaries at December 31, 2014 and 2013, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity
with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in Item 15(a)(1) of this Form 10-K presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related consolidated financial statements. Also in our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is
responsible for these financial statements and financial statement schedule, for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our
responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the
Company's internal control over financial reporting based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
February 24, 2015
Xerox 2014 Annual Report
60
REPORTS OF MANAGEMENT
Management's Responsibility for Financial Statements
Our management is responsible for the integrity and objectivity of all information presented in this annual report.
The consolidated financial statements were prepared in conformity with accounting principles generally accepted in
the United States of America and include amounts based on management's best estimates and judgments.
Management believes the consolidated financial statements fairly reflect the form and substance of transactions
and that the financial statements fairly represent the Company's financial position and results of operations.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly
with the independent auditors, PricewaterhouseCoopers LLP, the internal auditors and representatives of
management to review accounting, financial reporting, internal control and audit matters, as well as the nature and
extent of the audit effort. The Audit Committee is responsible for the engagement of the independent auditors. The
independent auditors and internal auditors have free access to the Audit Committee.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in the rules promulgated under the Securities Exchange Act of 1934. Under the supervision
and with the participation of our management, including our principal executive, financial and accounting officers,
we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
Based on the above evaluation, management has concluded that our internal control over financial reporting was
effective as of December 31, 2014.
/s/ URSULA M. BURNS
/s/ KATHRYN A. MIKELLS
/s/ JOSEPH H. MANCINI, JR.
Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
61
XEROX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per-share data)
Revenues
Sales
Outsourcing, maintenance and rentals
Financing
Total Revenues
Costs and Expenses
Cost of sales
Cost of outsourcing, maintenance and rentals
Cost of financing
Research, development and engineering expenses
Selling, administrative and general expenses
Restructuring and asset impairment charges
Amortization of intangible assets
Other expenses, net
Total Costs and Expenses
Income Before Income Taxes and Equity Income
Income tax expense
Equity in net income of unconsolidated affiliates
Income from Continuing Operations
(Loss) income from discontinued operations, net of tax
Net Income
Less: Net income attributable to noncontrolling interests
Net Income Attributable to Xerox
Amounts attributable to Xerox:
Net income from continuing operations
(Loss) income from discontinued operations, net of tax
Net Income Attributable to Xerox
Basic Earnings per Share:
Continuing operations
Discontinued operations
Total Basic Earnings per Share
Diluted Earnings per Share:
Continuing operations
Discontinued operations
Total Diluted Earnings per Share
Year Ended December 31,
2014
2013
2012
$
5,288
$
5,582
$
13,865
387
19,540
3,269
9,885
140
577
3,788
128
315
232
18,334
1,206
259
160
1,107
(115)
992
23
13,941
483
20,006
3,550
9,808
163
603
4,073
115
305
146
18,763
1,243
253
169
1,159
20
1,179
20
$
$
$
$
$
$
$
969
$
1,159
$
1,084
$
(115)
969
$
0.92
$
(0.10)
0.82
$
0.90
$
(0.09)
0.81
$
1,139
$
20
1,159
$
0.91
0.02
0.93
0.89
0.02
0.91
$
$
$
$
5,827
13,997
597
20,421
3,701
9,735
198
655
4,141
149
301
257
19,137
1,284
256
152
1,180
43
1,223
28
1,195
1,152
43
1,195
0.87
0.03
0.90
0.85
0.03
0.88
The accompanying notes are an integral part of these Consolidated Financial Statements.
Xerox 2014 Annual Report
62
XEROX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions)
Net Income
Less: Net income attributable to noncontrolling interests
Net Income Attributable to Xerox
Other Comprehensive (Loss) Income, Net(1):
Translation adjustments, net
Unrealized gains (losses), net
Changes in defined benefit plans, net
Other Comprehensive (Loss) Income, Net
Less: Other comprehensive loss, net attributable to noncontrolling
interests
Other Comprehensive (Loss) Income, Net Attributable to Xerox
Comprehensive (Loss) Income, Net
Less: Comprehensive income, net attributable to noncontrolling
interests
Comprehensive (Loss) Income, Net Attributable to Xerox
__________
$
$
$
$
$
$
Year Ended December 31,
2014
2013
2012
992
$
23
969
$
1,179
$
20
1,159
$
(734) $
(185) $
15
(662)
(1,381)
(1)
(1,380) $
—
632
447
(1)
448
$
(389) $
1,626
$
22
(411) $
19
1,607
$
1,223
28
1,195
113
(63)
(561)
(511)
—
(511)
712
28
684
(1) Refer to Note 21 - Other Comprehensive (Loss) Income for gross components of Other Comprehensive (Loss) Income, reclassification
adjustments out of Accumulated Other Comprehensive Loss and related tax effects.
The accompanying notes are an integral part of these Consolidated Financial Statements.
63
XEROX CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share data in thousands)
Assets
Cash and cash equivalents
Accounts receivable, net
Billed portion of finance receivables, net
Finance receivables, net
Inventories
Assets of discontinued operations
Other current assets
Total current assets
Finance receivables due after one year, net
Equipment on operating leases, net
Land, buildings and equipment, net
Investments in affiliates, at equity
Intangible assets, net
Goodwill
Other long-term assets
Total Assets
Liabilities and Equity
Short-term debt and current portion of long-term debt
Accounts payable
Accrued compensation and benefits costs
Unearned income
Liabilities of discontinued operations
Other current liabilities
Total current liabilities
Long-term debt
Pension and other benefit liabilities
Post-retirement medical benefits
Other long-term liabilities
Total Liabilities
Series A Convertible Preferred Stock
Common stock
Additional paid-in capital
Treasury stock, at cost
Retained earnings
Accumulated other comprehensive loss
Xerox shareholders’ equity
Noncontrolling interests
Total Equity
Total Liabilities and Equity
Shares of common stock issued
Treasury stock
Shares of common stock outstanding
December 31,
2014
2013
$
1,411
$
2,652
110
1,425
934
1,260
1,082
8,874
2,719
525
1,123
1,338
2,031
8,805
2,243
1,764
2,929
113
1,500
998
—
1,207
8,511
2,917
559
1,466
1,285
2,503
9,205
2,590
$
$
27,658
$
29,036
1,427
$
1,584
754
431
371
1,509
6,076
6,314
2,847
865
498
1,117
1,626
734
496
—
1,713
5,686
6,904
2,136
785
757
16,600
16,268
349
349
1,124
4,283
(105)
9,491
(4,159)
10,634
75
10,709
$
27,658
$
1,210
5,282
(252)
8,839
(2,779)
12,300
119
12,419
29,036
1,124,354
1,210,321
(7,609)
(22,001)
1,116,745
1,188,320
The accompanying notes are an integral part of these Consolidated Financial Statements.
Xerox 2014 Annual Report
64
XEROX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Cash Flows from Operating Activities:
Net income
Adjustments required to reconcile net income to cash flows from operating activities:
Depreciation and amortization
Provision for receivables
Provision for inventory
Deferred tax expense
Net loss (gain) on sales of businesses and assets
Undistributed equity in net income of unconsolidated affiliates
Stock-based compensation
Restructuring and asset impairment charges
Payments for restructurings
Contributions to defined benefit pension plans
Increase in accounts receivable and billed portion of finance receivables
Collections of deferred proceeds from sales of receivables
Increase in inventories
Increase in equipment on operating leases
(Increase) decrease in finance receivables
Collections on beneficial interest from sales of finance receivables
Increase in other current and long-term assets
Increase (decrease) in accounts payable and accrued compensation
Decrease in other current and long-term liabilities
Net change in income tax assets and liabilities
Net change in derivative assets and liabilities
Other operating, net
Net cash provided by operating activities
Cash Flows from Investing Activities:
Cost of additions to land, buildings and equipment
Proceeds from sales of land, buildings and equipment
Cost of additions to internal use software
Proceeds from sale of businesses
Acquisitions, net of cash acquired
Other investing, net
Net cash used in investing activities
Cash Flows from Financing Activities:
Net payments on debt
Common stock dividends
Preferred stock dividends
Proceeds from issuances of common stock
Excess tax benefits from stock-based compensation
Payments to acquire treasury stock, including fees
Repurchases related to stock-based compensation
Distributions to noncontrolling interests
Other financing
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and Cash Equivalents at End of Year
Year Ended December 31,
2014
2013
2012
$
992
$
1,179
$
1,426
1,358
53
26
113
134
(91)
91
130
(133)
(284)
(436)
434
(22)
(283)
(10)
79
(159)
128
(64)
29
(14)
(76)
2,063
(368)
54
(84)
26
(340)
9
(703)
(175)
(289)
(24)
55
18
(1,071)
(41)
(87)
(10)
(1,624)
(89)
(353)
1,764
123
35
117
(45)
(92)
90
116
(136)
(230)
(576)
482
(38)
(303)
609
58
(145)
(29)
(50)
8
(11)
(145)
2,375
(346)
86
(81)
26
(155)
18
(452)
(434)
(272)
(24)
124
16
(696)
(57)
(56)
(3)
(1,402)
(3)
518
1,246
$
1,411
$
1,764
$
1,223
1,301
127
30
105
2
(90)
125
154
(144)
(364)
(776)
470
—
(276)
947
—
(265)
120
(71)
33
11
(82)
2,580
(388)
9
(125)
—
(276)
19
(761)
(108)
(231)
(24)
44
10
(1,052)
(42)
(69)
—
(1,472)
(3)
344
902
1,246
The accompanying notes are an integral part of these Consolidated Financial Statements.
65
XEROX CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
AOCL(3)
Xerox
Shareholders’
Equity
Non-
controlling
Interests
Total
Equity
Balance at December 31, 2011
$
1,353
$
6,317
$
(124) $
7,046
$ (2,716) $
11,876
$
149
$ 12,025
Comprehensive income (loss), net
Cash dividends declared-common(1)
Cash dividends declared-preferred(2)
Contribution of common stock to U.S.
pension plan
Stock option and incentive plans, net
Payments to acquire treasury stock,
including fees
Cancellation of treasury stock
Distributions to noncontrolling interests
—
—
—
15
18
—
(147)
—
—
—
—
115
115
—
(925)
—
—
—
—
—
—
(1,052)
1,072
—
1,195
(511)
(226)
(24)
—
—
—
—
—
—
—
—
—
—
—
—
684
(226)
(24)
130
133
(1,052)
—
—
28
—
—
—
—
—
—
(34)
712
(226)
(24)
130
133
(1,052)
—
(34)
Balance at December 31, 2012
$
1,239
$
5,622
$
(104) $
7,991
$ (3,227) $
11,521
$
143
$ 11,664
Comprehensive income, net
Cash dividends declared-common(1)
Cash dividends declared-preferred(2)
Conversion of notes to common stock
Stock option and incentive plans, net
Payments to acquire treasury stock,
including fees
Cancellation of treasury stock
Distributions to noncontrolling interests
—
—
—
1
28
—
(58)
—
—
—
—
8
142
—
(490)
—
—
—
—
—
—
(696)
548
—
1,159
(287)
(24)
—
—
—
—
—
448
1,607
—
—
—
—
—
—
—
(287)
(24)
9
170
(696)
—
—
19
—
—
—
—
—
—
(43)
1,626
(287)
(24)
9
170
(696)
—
(43)
Balance at December 31, 2013
$
1,210
$
5,282
$
(252) $
8,839
$ (2,779) $
12,300
$
119
$ 12,419
Comprehensive income (loss), net
Cash dividends declared-common(1)
Cash dividends declared-preferred(2)
Conversion of notes to common stock
Stock option and incentive plans, net
Payments to acquire treasury stock,
including fees
Cancellation of treasury stock
Distributions to noncontrolling interests
Balance at December 31, 2014
$
__________
—
—
—
1
14
—
—
—
—
8
110
—
(101)
—
1,124
$
(1,117)
—
4,283
—
—
—
—
—
(1,071)
1,218
969
(293)
(24)
—
—
—
—
—
(105) $
—
9,491
$
(1,380)
—
—
—
—
—
—
—
$ (4,159) $
(411)
(293)
(24)
9
124
(1,071)
—
—
10,634
$
22
—
—
—
—
—
—
(66)
75
(389)
(293)
(24)
9
124
(1,071)
—
(66)
$ 10,709
(1) Cash dividends declared on common stock of $0.0625 in each quarter of 2014, $0.0575 in each quarter of 2013 and $0.0425 in each quarter
of 2012.
(2) Cash dividends declared on preferred stock of $20 per share in each quarter of 2014, 2013 and 2012.
(3) AOCL - Accumulated other comprehensive loss.
The accompanying notes are an integral part of these Consolidated Financial Statements.
Xerox 2014 Annual Report
66
XEROX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per-share data and where otherwise noted)
Note 1 – Summary of Significant Accounting Policies
References herein to “we,” “us,” “our,” the “Company” and “Xerox” refer to Xerox Corporation and its consolidated
subsidiaries unless the context suggests otherwise.
Description of Business and Basis of Presentation
Xerox is a $19.5 billion global enterprise for business process and document management solutions. We are one of
the largest diversified business process outsourcing company worldwide, with an expertise in managing transaction-
intensive processes. This includes services that support enterprises through multi-industry offerings such as
customer care, transaction processing, finance and accounting, and human resources, as well as industry focused
offerings in areas such as healthcare, transportation, financial services, retail and telecommunications. We also
provide extensive leading-edge document technology, services, software and genuine Xerox supplies for graphic
communication and office printing environments of any size.
Basis of Consolidation
The Consolidated Financial Statements include the accounts of Xerox Corporation and all of our controlled
subsidiary companies. All significant intercompany accounts and transactions have been eliminated. Investments in
business entities in which we do not have control, but we have the ability to exercise significant influence over
operating and financial policies (generally 20% to 50% ownership) are accounted for using the equity method of
accounting. Operating results of acquired businesses are included in the Consolidated Statements of Income from
the date of acquisition.
We consolidate variable interest entities if we are deemed to be the primary beneficiary of the entity. Operating
results for variable interest entities in which we are determined to be the primary beneficiary are included in the
Consolidated Statements of Income from the date such determination is made.
For convenience and ease of reference, we refer to the financial statement caption “Income before Income Taxes
and Equity Income” as “pre-tax income” throughout the Notes to the Consolidated Financial Statements.
In December 2014, we announced an agreement to sell our Information Technology Outsourcing (ITO) business to
Atos SE (Atos); the sale is expected to close in the first half of 2015. As a result of the pending sale and having met
applicable accounting requirements, we reported the ITO business as held for sale and a discontinued operation at
December 31, 2014. In 2014 we also completed the disposal of two smaller businesses - Xerox Audio Visual
Solutions, Inc. (XAV) and Truckload Management Services (TMS) - that were also reported as discontinued
operations. All prior periods have been reclassified to conform to this presentation. In 2013 we completed the sale of
our U.S. and Canadian (North American or N.A.) and Western European (European) Paper businesses. Results from
these paper-related businesses are reported as Discontinued Operations and all prior period results have been
reclassified to conform to this presentation. Refer to Note 4 - Divestitures for additional information regarding
discontinued operations.
Use of Estimates
The preparation of our Consolidated Financial Statements requires that we make estimates and assumptions that
affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
period. Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates
require the exercise of judgment. The accounting estimates used in the preparation of our Consolidated Financial
Statements will change as new events occur, as more experience is acquired, as additional information is obtained
and as our operating environment changes. Our estimates are based on management's best knowledge of current
events, historical experience, actions that the company may undertake in the future and on various other
assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different
from these estimates.
67
The following table summarizes certain significant costs and expenses that require management estimates for the
three years ended December 31, 2014:
Expense/(Income)
Year Ended December 31,
2014
2013
2012
Provisions for restructuring and asset impairments - continuing operations
$
128
$
115
$
Provisions for restructuring and asset impairments - discontinued operations
Provision for receivables
Provisions for litigation and regulatory matters
Provisions for obsolete and excess inventory
Provision for product warranty liability
Depreciation and obsolescence of equipment on operating leases
Depreciation of buildings and equipment (1)
Amortization of internal use software (1)
Amortization of product software
Amortization of acquired intangible assets (1)
Amortization of customer contract costs (1)
Defined pension benefits - net periodic benefit cost
Retiree health benefits - net periodic benefit cost
Income tax expense - continuing operations
Income tax expense - discontinued operations
__________________
2
53
11
26
25
297
324
139
62
315
128
82
3
259
6
7
123
(34)
35
28
283
332
137
43
305
100
267
1
253
27
149
4
127
(1)
30
29
279
354
114
19
301
92
300
11
256
21
(1) Excludes amounts related to our ITO business which is held for sale and reported as a discontinued operation at December 31, 2014. Refer
to Note 4 - Divestitures for additional information regarding this pending sale.
Changes in Estimates
In the ordinary course of accounting for the items discussed above, we make changes in estimates as appropriate
and as we become aware of new or revised circumstances surrounding those estimates. Such changes and
refinements in estimation methodologies are reflected in reported results of operations in the period in which the
changes are made and, if material, their effects are disclosed in the Notes to the Consolidated Financial Statements
and in Management's Discussion and Analysis of Financial Condition and Results of Operations.
New Accounting Standards and Accounting Changes
Except for the Accounting Standard Updates (ASU's) discussed below, the new ASU's issued by the FASB during the
last two years did not have any significant impact on the Company.
Income Statement
In January 2015, the FASB issued ASU 2015-01 Income Statement-Extraordinary and Unusual Items (Subtopic
225-20) - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU
2015-01 eliminates from GAAP the concept of extraordinary items. ASU 2015-01 is effective for our fiscal year
ending December 31, 2016, with early adoption permitted. The standard primarily involves presentation and
disclosure and, therefore, is not expected to have a material impact on our financial condition, results of operations
or cash flows.
Business Combinations
In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805) - Pushdown Accounting.
The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its
separate financial statements. ASU 2014-17 was effective on November 18, 2014. The adoption of this standard did
not have a material impact on our financial condition or results of operations.
Derivatives and Hedging
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815) - Determining Whether the
Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. ASU
2014-16 does not change the current criteria in GAAP for determining when separation of certain embedded
derivative features in a hybrid financial instrument. The amendments clarify how current GAAP should be interpreted
in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in
the form of a share. ASU 2014-16 is effective for our fiscal year ending December 31, 2016, with early adoption
Xerox 2014 Annual Report
68
permitted. The adoption of this standard is not expected to have a material impact on our financial condition or
results of operations.
Disclosures of Going Concern Uncertainties
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic
205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15
provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an
entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective
for our fiscal year ending December 31, 2016, with early adoption permitted. We do not expect the adoption of this
standard to have an impact on our consolidated financial statements.
Stock Compensation
In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for
Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after
the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting, and that could be
achieved after the requisite service period, be treated as a performance condition. As such, the performance target
should not be reflected in estimating the grant date fair value of the award. This update is effective for our fiscal year
beginning January 1, 2016 and early adoption is permitted. We do not expect the adoption of this standard to have a
material impact on our financial condition, results of operations or cash flows.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to supersede
nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize
revenues when promised goods or services are transferred to customers in an amount that reflects the consideration
that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this
core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue
recognition process than required under existing U.S. GAAP, including identifying performance obligations in the
contract, estimating the amount of variable consideration to include in the transaction price and allocating the
transaction price to each separate performance obligation. ASU 2014-09 is effective for our fiscal year beginning
January 1, 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option
to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of
initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures
as defined per ASU 2014-09. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our
consolidated financial statements.
Discontinued Operations
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant,
and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an
Entity. The update changes the requirements for reporting discontinued operations in Subtopic 205-20. A
discontinued operation may include a component of an entity or a group of components of an entity, or a business. A
disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued
operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations
and financial results. Examples include a disposal of a major geographic area, a major line of business or a major
equity method investment.
Additionally, the update requires expanded disclosures about discontinued operations that will provide financial
statement users with more information about the assets, liabilities, income and expenses of discontinued operations.
This update is effective prospectively for our fiscal year beginning January 1, 2015. The standard primarily involves
presentation and disclosure and, therefore, is not expected to have a material impact on our financial condition,
results of operations or cash flows.
Service Concession Arrangements
In January 2014, the FASB issued ASU 2014-05, Service Concession Arrangements (Topic 853). This update
specifies that an entity should not account for a service concession arrangement within the scope of this update as a
lease in accordance with Topic 840, Leases. The update does not provide specific accounting guidance for various
aspects of service concession arrangements but rather indicates that an entity should refer to other Topics as
applicable to account for various aspects of a service concession arrangement. The update is effective for our fiscal
year beginning January 1, 2015. The adoption of this standard is not expected to have a material effect on our
financial condition, results of operation or cash flows.
69
Income Taxes
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit
When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This update
provides guidance on the financial statement presentation of unrecognized tax benefits when a net operating loss
carryforward, a similar tax loss, or a tax credit carryforward, exists. This update was effective prospectively for our
fiscal year beginning January 1, 2014. Upon adoption of this standard, we reclassified approximately $180 of
liabilities for unrecognized tax benefits against deferred tax assets.
Hedge Accounting
In July 2013, the FASB issued ASU 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index
Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. The update permits the Fed Funds
Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes under FASB ASC
Topic 815, in addition to the interest rates on direct Treasury obligations of the U.S. government (UST) and the
London Interbank Offered Rate (LIBOR). The update also removes the restriction on using different benchmark
rates for similar hedges. ASU 2013-10 is effective prospectively for qualifying new or re-designated hedging
relationships entered into on or after July 17, 2013. The adoption of this standard did not have a material impact on
our financial condition or results of operations.
Cumulative Translation Adjustments
In March 2013, the FASB issued ASU 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon
Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign
Entity (Topic 830). The objective of ASU 2013-05 is to resolve the diversity in practice regarding the release into net
income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a
foreign entity. This update was effective prospectively for our fiscal year beginning January 1, 2014, and did not have
nor is it expected to have a material impact on our financial condition, results of operations or cash flows.
Summary of Accounting Policies
Revenue Recognition
We generate revenue through services, the sale and rental of equipment, supplies and income associated with the
financing of our equipment sales. Revenue is recognized when it is realized or realizable and earned. We consider
revenue realized or realizable and earned when we have persuasive evidence of an arrangement, delivery has
occurred, the sales price is fixed or determinable and collectibility is reasonably assured. Delivery does not occur
until equipment has been shipped or services have been provided to the customer, risk of loss has transferred to the
customer, and either customer acceptance has been obtained, customer acceptance provisions have lapsed, or the
company has objective evidence that the criteria specified in the customer acceptance provisions have been
satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have
been resolved. More specifically, revenue related to services and sales of our products is recognized as follows:
Equipment-Related Revenues
Equipment: Revenues from the sale of equipment, including those from sales-type leases, are recognized at the
time of sale or at the inception of the lease, as appropriate. For equipment sales that require us to install the product
at the customer location, revenue is recognized when the equipment has been delivered and installed at the
customer location. Sales of customer installable products are recognized upon shipment or receipt by the customer
according to the customer's shipping terms. Revenues from equipment under other leases and similar arrangements
are accounted for by the operating lease method and are recognized as earned over the lease term, which is
generally on a straight-line basis.
Technical Services: Technical service revenues are derived primarily from maintenance contracts on the equipment
sold to our customers and are recognized over the term of the contracts. A substantial portion of our products are
sold with full service maintenance agreements for which the customer typically pays a base service fee plus a
variable amount based on usage. As a consequence, other than the product warranty obligations associated with
certain of our low end products, we do not have any significant product warranty obligations, including any
obligations under customer satisfaction programs.
Xerox 2014 Annual Report
70
Bundled Lease Arrangements: We sell our products and services under bundled lease arrangements, which
typically include equipment, service, supplies and financing components for which the customer pays a single
negotiated fixed minimum monthly payment for all elements over the contractual lease term. These arrangements
also typically include an incremental, variable component for page volumes in excess of contractual page volume
minimums, which are often expressed in terms of price-per-page. The fixed minimum monthly payments are
multiplied by the number of months in the contract term to arrive at the total fixed minimum payments that the
customer is obligated to make (fixed payments) over the lease term. The payments associated with page volumes in
excess of the minimums are contingent on whether or not such minimums are exceeded (contingent payments). In
applying our lease accounting methodology, we only consider the fixed payments for purposes of allocating to the
relative fair value elements of the contract. Contingent payments, if any, are recognized as revenue in the period
when the customer exceeds the minimum copy volumes specified in the contract.
Revenues under bundled arrangements are allocated considering the relative selling prices of the lease and non-
lease deliverables included in the bundled arrangement. Lease deliverables include the equipment, financing,
maintenance and other executory costs, while non-lease deliverables generally consist of the supplies and non-
maintenance services. The allocation for the lease deliverables begins by allocating revenues to the maintenance
and other executory costs plus a profit thereon. These elements are generally recognized over the term of the lease
as service revenue. The remaining amounts are allocated to the equipment and financing elements which are
subjected to the accounting estimates noted below under “Leases.”
Our pricing interest rates, which are used in determining customer payments in a bundled lease arrangement, are
developed based upon a variety of factors including local prevailing rates in the marketplace and the customer’s
credit history, industry and credit class. We reassess our pricing interest rates quarterly based on changes in the
local prevailing rates in the marketplace. These interest rates have generally been adjusted if the rates vary by 25
basis points or more, cumulatively, from the rate last in effect. The pricing interest rates generally equal the implicit
rates within the leases, as corroborated by our comparisons of cash to lease selling prices.
Sales to distributors and resellers: We utilize distributors and resellers to sell many of our technology products,
supplies and services to end-user customers. We refer to our distributor and reseller network as our two-tier
distribution model. Sales to distributors and resellers are generally recognized as revenue when products are sold to
such distributors and resellers. However, revenue is only recognized when the distributor or reseller has economic
substance apart from the company, the sales price is not contingent upon resale or payment by the end user
customer and we have no further obligations related to bringing about the resale, delivery or installation of the
product.
Distributors and resellers participate in various rebate, price-protection, cooperative marketing and other programs,
and we record provisions for these programs as a reduction to revenue when the sales occur. Similarly, we account
for our estimates of sales returns and other allowances when the sales occur based on our historical experience.
In certain instances, we may provide lease financing to end-user customers who purchased equipment we sold to
distributors or resellers. We compete with other third-party leasing companies with respect to the lease financing
provided to these end-user customers.
Supplies: Supplies revenue generally is recognized upon shipment or utilization by customers in accordance with
the sales contract terms.
Software: Most of our equipment has both software and non-software components that function together to deliver
the equipment's essential functionality and therefore they are accounted for together as part of equipment sales
revenues. Software accessories sold in connection with our equipment sales, as well as free-standing software sales
are accounted for as separate deliverables or elements. In most cases, these software products are sold as part of
multiple element arrangements and include software maintenance agreements for the delivery of technical service,
as well as unspecified upgrades or enhancements on a when-and-if-available basis. In those software accessory and
free-standing software arrangements that include more than one element, we allocate the revenue among the
elements based on vendor-specific objective evidence (VSOE) of fair value. Revenue allocated to software is
normally recognized upon delivery while revenue allocated to the software maintenance element is recognized
ratably over the term of the arrangement.
Leases: As noted above, equipment may be placed with customers under bundled lease arrangements. The two
primary accounting provisions which we use to classify transactions as sales-type or operating leases are: (1) a
review of the lease term to determine if it is equal to or greater than 75% of the economic life of the equipment and
(2) a review of the present value of the minimum lease payments to determine if they are equal to or greater than
90% of the fair market value of the equipment at the inception of the lease.
71
We consider the economic life of most of our products to be five years, since this represents the most frequent
contractual lease term for our principal products and only a small percentage of our leases are for original terms
longer than five years. There is no significant after-market for our used equipment. We believe five years is
representative of the period during which the equipment is expected to be economically usable, with normal service,
for the purpose for which it is intended. Residual values are not significant.
With respect to fair value, we perform an analysis of equipment fair value based on cash selling prices during the
applicable period. The cash selling prices are compared to the range of values determined for our leases. The range
of cash selling prices must be reasonably consistent with the lease selling prices in order for us to determine that
such lease prices are indicative of fair value.
Financing: Finance income attributable to sales-type leases, direct financing leases and installment loans is
recognized on the accrual basis using the effective interest method.
Services-Related Revenue
Outsourcing: Revenues associated with outsourcing services are generally recognized as services are rendered,
which is generally on the basis of the number of accounts or transactions processed. Information technology
processing revenues are recognized as services are provided to the customer, generally at the contractual selling
prices of resources consumed or capacity utilized by our customers. In those service arrangements where final
acceptance of a system or solution by the customer is required, revenue is deferred until all acceptance criteria have
been met. Revenues on cost reimbursable contracts are recognized by applying an estimated factor to costs as
incurred, determined by the contract provisions and prior experience. Revenues on unit-price contracts are
recognized at the contractual selling prices as work is completed and accepted by the customer. Revenues on time
and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred.
Revenues on certain fixed price contracts where we provide system development and implementation services are
recognized over the contract term based on the percentage of development and implementation services that are
provided during the period compared with the total estimated development and implementation services to be
provided over the entire contract using the percentage-of-completion accounting methodology. These services
require that we perform significant, extensive and complex design, development, modification or implementation of
our customers' systems. Performance will often extend over long periods, and our right to receive future payment
depends on our future performance in accordance with the agreement.
The percentage-of-completion methodology involves recognizing probable and reasonably estimable revenue using
the percentage of services completed, on a current cumulative cost to estimated total cost basis, using a reasonably
consistent profit margin over the period.
Revenues earned in excess of related billings are accrued, whereas billings in excess of revenues earned are
deferred until the related services are provided. We recognize revenues for non-refundable, upfront implementation
fees on a straight-line basis over the period between the initiation of the ongoing services through the end of the
contract term.
In connection with our services arrangements, we incur and capitalize costs to originate these long-term contracts
and to perform the migration, transition and setup activities necessary to enable us to perform under the terms of the
arrangement. Certain initial direct costs of an arrangement are capitalized and amortized over the contractual service
period of the arrangement to cost of services. From time to time, we also provide inducements to customers in
various forms, including contractual credits, which are capitalized and amortized as a reduction of revenue over the
term of the contract.
Spending associated with customer-related deferred set-up/transition and inducement costs was $80, $107 and
$109 in 2014, 2013 and 2012, respectively, excluding the ITO business(1). At December 31, 2014 and 2013 the
balance of deferred costs was $323 (of which $96 relates to our ITO business(1)) and $399, respectively. The balance
at December 31, 2014 excluding ITO of $227, is expected to be amortized over a weighted average period of
approximately 7 years and amortization expense in 2015 is expected to be approximately $94.
Long-lived assets used in the fulfillment of the arrangements are capitalized and depreciated over the shorter of their
useful life or the term of the contract if an asset is contract specific.
Our outsourcing services contracts may also include the sale of equipment and software. In these instances we
follow the policies noted above under Equipment-Related Revenue.
(1) Our ITO business is held for sale and reported as a discontinued operation at December 31, 2014. Refer to Note 4 - Divestitures for
additional information regarding this pending sale.
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Other Revenue Recognition Policies
Multiple Element Arrangements: As described above, we enter into the following revenue arrangements that may
consist of multiple deliverables:
• Bundled lease arrangements, which typically include both lease deliverables and non-lease deliverables as
described above.
• Contracts for multiple types of outsourcing services, as well as professional and value-added services. For
instance, we may contract for an implementation or development project and also provide services to operate
the system over a period of time; or we may contract to scan, manage and store customer documents.
In substantially all of our multiple element arrangements, we are able to separate the deliverables since we normally
will meet both of the following criteria:
•
•
The delivered item(s) has value to the customer on a stand-alone basis; and
If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of
the undelivered item(s) is considered probable and substantially in our control.
Consideration in a multiple-element arrangement is allocated at the inception of the arrangement to all deliverables
on the basis of the relative selling price. When applying the relative selling price method, the selling price for each
deliverable is primarily determined based on VSOE or third-party evidence (TPE) of the selling price. The above
noted revenue policies are then applied to each separated deliverable, as applicable.
Revenue-based taxes: We report revenue net of any revenue-based taxes assessed by governmental authorities
that are imposed on and concurrent with specific revenue-producing transactions. The primary revenue-based taxes
are sales tax and value-added tax (VAT).
Other Significant Accounting Policies
Shipping and Handling
Costs related to shipping and handling are recognized as incurred and included in Cost of sales in the Consolidated
Statements of Income.
Research, Development and Engineering (RD&E)
Research, development and engineering costs are expensed as incurred. Sustaining engineering costs are incurred
with respect to on-going product improvements or environmental compliance after initial product launch. Sustaining
engineering costs were $132, $122 and $110 in 2014, 2013 and 2012, respectively.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, including money market funds, and investments with original
maturities of three months or less.
Receivable Sales
We regularly transfer certain portions of our receivable portfolios and normally account for those transfers as sales
based on meeting the criteria for derecognition in accordance with ASC Topic 860 "Transfer and Servicing" of
Financial Assets. Gains or losses on the sale of receivables depend, in part, on both (a) the cash proceeds and (b)
the net non-cash proceeds received or paid. When we sell receivables we normally receive beneficial interests in the
transferred receivables from the purchasers as part of the proceeds. We may refer to these beneficial interests as a
deferred purchase price. The beneficial interests obtained are initially measured at their fair value. We generally
estimate fair value based on the present value of expected future cash flows, which are calculated using
management's best estimates of the key assumptions including credit losses, prepayment rate and discount rates
commensurate with the risks involved. Refer to Note 5 - Accounts Receivable, Net and Note 6 - Finance
Receivables, Net for more details on our receivable sales.
Inventories
Inventories are carried at the lower of average cost or market. Inventories also include equipment that is returned at
the end of the lease term. Returned equipment is recorded at the lower of remaining net book value or salvage
value, which normally are not significant. We regularly review inventory quantities and record a provision for excess
and/or obsolete inventory based primarily on our estimated forecast of product demand, production requirements
and servicing commitments. Several factors may influence the realizability of our inventories, including our decision
to exit a product line, technological changes and new product development. The provision for excess and/or obsolete
73
raw materials and equipment inventories is based primarily on near term forecasts of product demand and include
consideration of new product introductions, as well as changes in remanufacturing strategies. The provision for
excess and/or obsolete service parts inventory is based primarily on projected servicing requirements over the life of
the related equipment populations.
Land, Buildings and Equipment and Equipment on Operating Leases
Land, buildings and equipment are recorded at cost. Buildings and equipment are depreciated over their estimated
useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life.
Equipment on operating leases is depreciated to estimated salvage value over the lease term. Depreciation is
computed using the straight-line method. Significant improvements are capitalized and maintenance and repairs are
expensed. Refer to Note 7 - Inventories and Equipment on Operating Leases, Net and Note 8 - Land, Buildings,
Equipment and Software, Net for further discussion.
Software - Internal Use and Product
We capitalize direct costs associated with developing, purchasing or otherwise acquiring software for internal use
and amortize these costs on a straight-line basis over the expected useful life of the software, beginning when the
software is implemented (Internal Use Software). Costs incurred for upgrades and enhancements that will not result
in additional functionality are expensed as incurred. Amounts expended for Internal Use Software are included in
Cash Flows from Investing.
We also capitalize certain costs related to the development of software solutions to be sold to our customers upon
reaching technological feasibility (Product Software). These costs are amortized on a straight-line basis over the
estimated economic life of the software. Amounts expended for Product Software are included in Cash Flows from
Operations. We perform periodic reviews to ensure that unamortized Product Software costs remain recoverable
from estimated future operating profits (net realizable value or NRV). Costs to support or service licensed software
are charged to Costs of services as incurred.
Refer to Note 8 - Land, Buildings, Equipment and Software, Net for further information.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of acquired net assets in a business
combination, including the amount assigned to identifiable intangible assets. The primary drivers that generate
goodwill are the value of synergies between the acquired entities and the company and the acquired assembled
workforce, neither of which qualifies as an identifiable intangible asset. Goodwill is not amortized but rather is tested
for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have
been incurred.
Impairment testing for goodwill is done at the reporting unit level. A reporting unit is an operating segment or one
level below an operating segment (a "component") if the component constitutes a business for which discrete
financial information is available, and segment management regularly reviews the operating results of that
component.
When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to
determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a
reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative
assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (Step 1). If
we perform the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair
value, we would perform an analysis (Step 2) to measure such impairment. In 2014, we elected to proceed to the
quantitative assessment of the recoverability of our goodwill balances for each of our reporting units in performing
our annual impairment test. Based on our quantitative assessments, we concluded that the fair values of each of our
reporting units in 2014 exceeded their carrying values and no impairments were identified.
Other intangible assets primarily consist of assets obtained in connection with business acquisitions, including
installed customer base and distribution network relationships, patents on existing technology and trademarks. We
apply an impairment evaluation whenever events or changes in business circumstances indicate that the carrying
value of our intangible assets may not be recoverable. Other intangible assets are amortized on a straight-line basis
over their estimated economic lives. We believe that the straight-line method of amortization reflects an appropriate
allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained
annually by the Company.
Refer to Note 10 - Goodwill and Intangible Assets, Net for further information.
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Impairment of Long-Lived Assets
We review the recoverability of our long-lived assets, including buildings, equipment, internal use software and other
intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset
may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value
of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for
the difference between estimated fair value and carrying value. Our primary measure of fair value is based on
discounted cash flows.
Pension and Post-Retirement Benefit Obligations
We sponsor defined benefit pension plans in various forms in several countries covering employees who meet
eligibility requirements. Retiree health benefit plans cover U.S. and Canadian employees for retiree medical costs.
We employ a delayed recognition feature in measuring the costs of pension and post-retirement benefit plans. This
requires changes in the benefit obligations and changes in the value of assets set aside to meet those obligations to
be recognized not as they occur, but systematically and gradually over subsequent periods. All changes are
ultimately recognized as components of net periodic benefit cost, except to the extent they may be offset by
subsequent changes. At any point, changes that have been identified and quantified but not recognized as
components of net periodic benefit cost, are recognized in Accumulated Other Comprehensive Loss, net of tax.
Several statistical and other factors that attempt to anticipate future events are used in calculating the expense,
liability and asset values related to our pension and retiree health benefit plans. These factors include assumptions
we make about the discount rate, expected return on plan assets, rate of increase in healthcare costs, the rate of
future compensation increases and mortality. Actual returns on plan assets are not immediately recognized in our
income statement due to the delayed recognition requirement. In calculating the expected return on the plan asset
component of our net periodic pension cost, we apply our estimate of the long-term rate of return on the plan assets
that support our pension obligations, after deducting assets that are specifically allocated to Transitional Retirement
Accounts (which are accounted for based on specific plan terms).
For purposes of determining the expected return on plan assets, we utilize a market-related value approach in
determining the value of the pension plan assets, rather than a fair market value approach. The primary difference
between the two methods relates to systematic recognition of changes in fair value over time (generally two years)
versus immediate recognition of changes in fair value. Our expected rate of return on plan assets is applied to the
market-related asset value to determine the amount of the expected return on plan assets to be used in the
determination of the net periodic pension cost. The market-related value approach reduces the volatility in net
periodic pension cost that would result from using the fair market value approach.
The discount rate is used to present value our future anticipated benefit obligations. The discount rate reflects the
current rate at which benefit liabilities could be effectively settled considering the timing of expected payments for
plan participants. In estimating our discount rate, we consider rates of return on high-quality fixed-income
investments adjusted to eliminate the effects of call provisions, as well as the expected timing of pension and other
benefit payments.
Each year, the difference between the actual return on plan assets and the expected return on plan assets, as well
as increases or decreases in the benefit obligation as a result of changes in the discount rate and other actuarial
assumptions, are added to or subtracted from any cumulative actuarial gain or loss from prior years. This amount is
the net actuarial gain or loss recognized in Accumulated other comprehensive loss. We amortize net actuarial gains
and losses as a component of net pension cost for a year if, as of the beginning of the year, that net gain or loss
(excluding asset gains or losses that have not been recognized in market-related value) exceeds 10% of the greater
of the projected benefit obligation or the market-related value of plan assets (the "corridor" method). This
determination is made on a plan-by-plan basis. If amortization is required for a particular plan, we amortize the
applicable net gain or loss in excess of the 10% threshold on a straight-line basis in net periodic pension cost over
the remaining service period of the employees participating in that pension plan. In plans where substantially all
participants are inactive, the amortization period for the excess is the average remaining life expectancy of the plan
participants.
Our primary domestic plans allow participants the option of settling their vested benefits through the receipt of a
lump-sum payment. The participant's vested benefit is considered fully settled upon payment of the lump-sum. We
have elected to apply settlement accounting and therefore we recognize the losses associated with settlements in
this plan immediately upon the settlement of the vested benefits. Settlement accounting requires us to recognize a
pro rata portion of the aggregate unamortized net actuarial losses upon settlement. The pro rata factor is computed
75
as the percentage reduction in the projected benefit obligation due to the settlement of the participant's vested
benefit.
Refer to Note 16 - Employee Benefit Plans for further information regarding our Pension and Post-Retirement Benefit
Obligations.
Foreign Currency Translation and Re-measurement
The functional currency for most foreign operations is the local currency. Net assets are translated at current rates of
exchange and income, expense and cash flow items are translated at average exchange rates for the applicable
period. The translation adjustments are recorded in Accumulated other comprehensive loss.
The U.S. Dollar is used as the functional currency for certain foreign subsidiaries that conduct their business in U.S.
Dollars. A combination of current and historical exchange rates is used in re-measuring the local currency
transactions of these subsidiaries and the resulting exchange adjustments are recorded in Currency (gains) and
losses within Other expenses, net together with other foreign currency remeasurments.
Note 2 – Segment Reporting
Our reportable segments are aligned with how we manage the business and view the markets we serve. We report
our financial performance based on the following two primary reportable segments – Services and Document
Technology. Our Services segment operations involve the delivery of business process and document outsourcing
services for a broad range of customers from small businesses to large global enterprises.
Our Document Technology segment includes the sale and support of a broad range of document systems from
entry level to high-end.
The Services segment is comprised of two outsourcing service offerings:
• Business Process Outsourcing (BPO)
• Document Outsourcing (which includes Managed Print Services) (DO)
Business process outsourcing services include service arrangements where we manage a customer's business
activity or process. We provide multi-industry offerings such as customer care, transaction processing, finance and
accounting, and human resources, as well as industry focused offerings in areas such as healthcare, transportation,
financial services, retail and telecommunications. Document outsourcing services include service arrangements that
allow customers to streamline, simplify and digitize their document-intensive business processes through
automation and deployment of software applications and tools and the management of their printing needs.
Document outsourcing also includes revenues from our partner print services offerings.
As discussed in Note 4 - Divestitures, in December 2014 we announced an agreement to sell our Information
Technology Outsourcing (ITO) business to Atos; the sale is expected to close in the first half of 2015. As a result of
the pending sale and having met applicable accounting requirements, we reported the ITO business as a
discontinued operation and reclassified their results from the Services segment to Discontinued Operations. All prior
periods have been reclassified to conform to this presentation.
•
•
Our Document Technology segment includes the sale of document systems and supplies, provision of technical
service and financing of products. Our product groupings range from:
“Entry,” which includes A4 devices and desktop printers; to
“Mid-range,” which includes A3 devices that generally serve workgroup environments in mid to large
enterprises and includes products that fall into the following market categories: Color 41+ ppm priced at less
than $100K and Light Production 91+ ppm priced at less than $100K; to
“High-end,” which includes production printing and publishing systems that generally serve the graphic
communications marketplace and large enterprises.
•
Customers range from small and mid-sized businesses to large enterprises. Customers also include graphic
communication enterprises as well as channel partners including distributors and resellers. Segment revenues
reflect the sale of document systems and supplies, technical services and product financing.
The segment classified as Other includes several units, none of which meet the thresholds for separate segment
reporting. This group includes paper sales in our developing market countries, Wide Format Systems, licensing
revenues, GIS network integration solutions and electronic presentation systems and non-allocated corporate items
including non-financing interest, as well as other items included in Other expenses, net.
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As discussed in Note 4 - Divestitures, during 2013 we completed the sales of our North American and European
Paper business. As a result, in 2013 we began to report our North American and European paper-related operations
as Discontinued Operations and reclassified their results from the Other segment to Discontinued Operations. All
prior periods were reclassified to conform to this presentation.
Selected financial information for our Reportable segments was as follows:
2014 (1)
Revenue
Finance income
Total Segment Revenue
Interest expense
Segment profit (loss)(2)
Equity in net income of unconsolidated affiliates
2013 (1)
Revenue
Finance income
Total Segment Revenue
Interest expense
Segment profit (loss)(2)
Equity in net income of unconsolidated affiliates
2012 (1)
Revenue
Finance income
Total Segment Revenue
Interest expense
Segment profit (loss)(2)
Equity in net income of unconsolidated affiliates
____________________________
Years Ended December 31,
Services
Document
Technology
Other
Total
$
$
$
$
$
$
$
$
$
10,519
$
8,044
$
590
$
$
$
65
10,584
18
956
32
$
$
314
8,358
121
1,149
128
$
$
8
598
238
(272)
—
10,412
$
8,500
$
611
$
$
$
67
10,479
19
1,055
34
$
$
408
8,908
140
964
135
$
$
8
619
244
(217)
—
10,196
$
8,951
$
677
$
$
$
75
10,271
19
1,091
30
$
$
511
9,462
172
1,065
122
$
$
11
688
236
(254)
—
19,153
387
19,540
377
1,833
160
19,523
483
20,006
403
1,802
169
19,824
597
20,421
427
1,902
152
(1) Asset information on a segment basis is not disclosed as this information is not separately identified and internally reported to our Chief
Operating Decision Maker (CODM).
(2) Depreciation and amortization expense, which is recorded in Cost of Sales, Cost of Services, RD&E and SAG are included in segment profit
above. This information is neither identified nor internally reported to our CODM.
The following is a reconciliation of segment profit to pre-tax income:
Segment Profit Reconciliation to Pre-tax Income
2014
2013
2012
Years Ended December 31,
Total Segment Profit
Reconciling items:
Amortization of intangible assets
Equity in net income of unconsolidated affiliates
Restructuring and related costs(1)
Restructuring charges of Fuji Xerox
Litigation matters
Other
Pre-tax Income
____________________________
$
1,833
$
1,802
$
1,902
(315)
(160)
(149)
(3)
—
—
(305)
(169)
(115)
(9)
37
2
(301)
(152)
(149)
(16)
—
—
$
1,206
$
1,243
$
1,284
(1) 2014 includes Restructuring and asset impairment charges of $128 and Business transformation costs of $21. Business transformation
costs represent incremental costs incurred directly in support of our business transformation and restructuring initiatives such as
compensation costs for overlapping staff, consulting costs and training costs.
77
Geographic area data is based upon the location of the subsidiary reporting the revenue or long-lived assets and is
as follows for the three years ended December 31:
United States
Europe
Other areas
Total Revenues and Long-Lived Assets
________________
Revenues
Long-Lived Assets (1) (2)
2014
2013
2012
2014
2013
2012
$
$
13,041
$
13,272
$
13,323
$
1,758
$
1,870
$
1,966
4,428
2,071
4,414
2,320
4,599
2,499
632
240
761
243
784
262
19,540
$
20,006
$
20,421
$
2,630
$
2,874
$
3,012
(1) Long-lived assets are comprised of (i) land, buildings and equipment, net, (ii) equipment on operating leases, net, (iii) internal use software,
net and (iv) product software, net.
(2) Long-lived assets at December 31, 2014 includes $241 related to our ITO business which is held for sale and being reported as a
discontinued operation at December 31, 2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Note 3 – Acquisitions
2014 Acquisitions
In September 2014, we acquired Consilience Software, Inc. (Consilience) for approximately $25 in cash.
Consilience provides case management and workflow automation software solutions to the public sector.
Consilience's proprietary Maven Case Management software system uses data and process analytics to help
government agencies extract more value from their information. The intelligent case management system
automates workflows for document- and labor-intensive processes and integrates previously siloed legacy systems
for accelerated decision-making.
In May 2014, we acquired ISG Holdings, Inc. (ISG) for approximately $225 in cash. The acquisition of ISG
enhances our Services segment by providing a comprehensive workers' compensation suite of offerings to the
property and casualty sector. In addition, the acquisition expands our services to property and casualty insurance
carriers, third-party administrators, managed care services providers, governments and self-administered employers
who require comprehensive reviews of medical bills and implementation of care management plans stemming from
workers' compensation claims.
In January 2014, we acquired Invoco Holding GmbH (Invoco), a German company, for approximately $54 (€40
million) in cash. The acquisition of Invoco expands our European customer care services and provides our global
customers immediate access to German-language customer care services and provides Invoco's existing
customers access to our broad business process outsourcing capabilities.
The 2014 acquisitions noted above are included in our Services segment. Additionally, during 2014, our Services
segment acquired one additional business for $2 in cash and our Document Technology segment acquired two
businesses for approximately $34 in cash, which expanded our distribution capability of products and services in
North America.
2014 Summary
All of our 2014 acquisitions reflected 100% ownership of the acquired companies. The operating results of the
acquisitions described above are not material to our financial statements and are included within our results from
their respective acquisition dates. Our 2014 acquisitions contributed aggregate revenues of approximately $132 to
our 2014 total revenues from their respective acquisition dates. The purchase prices for all acquisitions were
primarily allocated to intangible assets and goodwill based on third-party valuations and management's estimates.
The primary elements that generated the goodwill are the value of synergies and the acquired assembled
workforce. Approximately 50% of the goodwill recorded in 2014 is expected to be deductible for tax purposes. Refer
to Note 10 - Goodwill and Intangible Assets, Net for additional information.
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The following table summarizes the purchase price allocations for our 2014 acquisitions as of the acquisition dates:
Accounts/finance receivables
Intangible assets:
Customer relationships
Trademarks
Non-compete agreements
Software
Goodwill
Other assets
Total Assets Acquired
Liabilities assumed
Total Purchase Price
Weighted-
Average Life
(Years)
Total 2014
Acquisitions
13
11
4
7
$
$
33
71
6
3
25
249
26
413
(73)
340
2013 and 2012 Acquisitions
In April 2013, we acquired Florida based Zeno Office Solutions, Inc. (Zeno), a provider of print and IT solutions to
small and mid-sized businesses in the Southeast, for approximately $59 in cash. This acquisition furthers our
coverage in Florida, building on our strategy of expanding our network of locally-based companies focused on
customers' requirements to improve their performance through efficiencies.
In February 2013, we acquired Impika, a leader in the design, manufacture and sale of production inkjet printing
solutions used for industrial, commercial, security, label and package printing for approximately $53 in cash. Impika,
which is based in Aubagne, France, offers a portfolio of aqueous (water-based) inkjet presses based on proprietary
technology. Through the addition of Impika's aqueous technology to our offerings, we go to market with the
industry's broadest range of digital presses, strengthening our leadership in digital color production printing.
In July 2012, we acquired Wireless Data Services, Ltd. (WDS), a provider of technical support, knowledge
management and related consulting to the world's largest wireless telecommunication brands for approximately $95
(£60 million) in cash. Based in the U.K., WDS's expertise in the telecommunications industry strengthens our broad
portfolio of customer care solutions.
In February 2012, we acquired R.K. Dixon, a leading provider of IT services, copiers, printers and managed print
services for approximately $58 in cash. The acquisition furthers our coverage of central Illinois and eastern Iowa,
building on our strategy to create a nationwide network of locally-based companies.
Our Document Technology segment also acquired one additional business in 2013 and three additional business in
2012 for $12 and $62, respectively, in cash. These acquisitions were largely a part of our strategy of increasing our
distribution network for small and mid-size businesses. Our Services segment acquired three additional businesses
in 2013 and four additional business in 2012 for $31 and $61, respectively, in cash primarily related to customer
care and software to support our BPO service offerings.
Summary - 2013 and 2012 Acquisitions
All of our 2013 and 2012 acquisitions reflected 100% ownership of the acquired companies. The operating results of
the 2013 and 2012 acquisitions described above were not material to our financial statements and were included
within our results from the respective acquisition dates. WDS was included within our Services segment while the
acquisitions of Zeno, Impika and R.K. Dixon were included within our Document Technology segment. The
purchase prices for all acquisitions were primarily allocated to intangible assets and goodwill based on third-party
valuations and management's estimates. Refer to Note 10 - Goodwill and Intangible Assets, Net for additional
information. Our 2013 acquisitions contributed aggregate revenues from their respective acquisition dates of
approximately $84 and $56 to our 2014 and 2013 total revenues, respectively. Our 2012 acquisitions contributed
aggregate revenues from their respective acquisition dates of approximately $275, $277 and $162 to our 2014,
2013 and 2012 total revenues, respectively.
79
Contingent Consideration
In connection with certain acquisitions, we are obligated to make contingent payments if specified contractual
performance targets are achieved. Contingent consideration obligations are recorded at their respective fair value.
As of December 31, 2014, the maximum aggregate amount of outstanding contingent obligations to former owners
of acquired entities was approximately $33, of which $25 was accrued representing the estimated fair value of this
obligation.
Note 4 – Divestitures
Information Technology Outsourcing (ITO)
In December 2014, we announced an agreement to sell our ITO business to Atos for $1,050, which includes the
assumption of approximately $100 of capital lease obligations and pension liabilities. The final sales price is subject
to final closing adjustments with additional consideration of $50 contingent on the condition of certain assets at
closing. The transaction is subject to customary closing conditions and regulatory approval and is expected to close
in the first half of 2015. We expect net after-tax proceeds from the transaction of approximately $850.
ITO services include service arrangements where we manage a customer’s IT-related activities, such as application
management and development, data center operations or testing and quality assurance. Our ITO business includes
approximately 9,800 employees in 45 countries. As part of the transaction, Atos will provide IT services for certain of
our existing BPO customers as well as a portion of our internal IT requirements. These continuing cash flows were
determined to not be significant, and we will have no significant continuing involvement in the ITO business post-
closing.
As a result of this pending transaction and having met applicable accounting requirements, in the fourth quarter
2014, we reported the ITO business as held for sale and a Discontinued Operation and reclassified its results from
the Services segment to Discontinued Operations. All prior periods have accordingly been reclassified to conform to
this presentation.
In the fourth quarter 2014, we also recorded a net pre-tax loss of $181 related to the pending sale reflecting the
write-down of the carrying value of the ITO disposal group, inclusive of goodwill, to its estimated fair value less costs
to sell. Goodwill was allocated to the ITO disposal group based on the relative fair value of the business. The
estimated fair value may be adjusted, and we are likely to incur additional charges prior to the closing of the
transaction, which will be recorded in Discontinued Operations. In addition, upon final disposal of the business, we
expect to record additional tax expense of approximately $75 within Discontinued Operations primarily related to the
difference between the book basis and the tax basis of allocated goodwill. All the assets and liabilities of the ITO
business are reported as held for sale at December 31, 2014 and are included in Assets and Liabilities of
discontinued operations, respectively, in the Consolidated Balance Sheet at December 31, 2014.
Since the ITO business comprised a portion of several reporting units, we tested the retained goodwill of those
reporting units for impairment and concluded that the goodwill remaining in those reporting units was not impaired
since the fair values of those reporting units exceeded their carrying values.
Other Discontinued Operations
During the third quarter 2014, we completed the closure of Xerox Audio Visual Solutions, Inc. (XAV), a small
audio visual business within our Global Imaging Systems subsidiary, and recorded a net pre-tax loss on disposal of
$1. XAV provided audio visual equipment and services to enterprise and government customers. As a result of this
closure, we reported XAV as a Discontinued Operation and reclassified its results from the Other segment to
Discontinued Operations in the third quarter 2014.
In May 2014 we sold our Truckload Management Services, Inc. (TMS) business for $15 and recorded a net pre-
tax loss on disposal of $1. TMS provided document capture and submission solutions as well as campaign
management, media buying and digital marketing services to the long haul trucking and transportation industry. As a
result of this transaction, we reported this business as a Discontinued Operation and reclassified its results from the
Services segment to Discontinued Operations in the second quarter 2014.
Xerox 2014 Annual Report
80
In 2013, in connection with our decision to exit from the Paper distribution business, we completed the sale of our
North American and European Paper businesses. As a result of these transactions, we reported these paper-related
operations as Discontinued Operations and reclassified the results from the Other segment to Discontinued
operations in 2013. We recorded a net pre-tax loss on disposal of $25 in 2013 for the disposition of these
businesses. In 2014, we recorded income of $1 in discontinued operations primarily representing adjustments to the
loss on disposal recorded in 2013 due to changes in estimates.
Summarized financial information for our Discontinued Operations is as follows:
Revenues
$ 1,320
$
45
$ 1,365
$ 1,335
$
497
$ 1,832
$ 1,213
$
756
$ 1,969
2014
Other
ITO
Total
ITO
2013
Other
Total
ITO
2012
Other
Total
Year Ended December 31,
Income (loss) from operations
$
74
$
(1) $
73
$
Loss on disposal
(181)
(1)
(182)
70
—
$
2
$
72
$
(25)
(25)
$
47
—
$
17
—
Net (loss) income before income
taxes
$
(107) $
(2) $
(109) $
70
$
(23) $
47
$
47
$
17
$
64
—
64
Income tax expense
(5)
(1)
(6)
(24)
(3)
(27)
(16)
(5)
(21)
(Loss) income from discontinued
operations, net of tax
$
(112) $
(3) $
(115) $
46
$
(26) $
20
$
31
$
12
$
43
The following is a summary of the the major categories of assets and liabilities of the ITO business held for sale at
December 31, 2014:
2014
213
146
220
197
337
147
1,260
31
32
9
64
112
44
25
54
371
$
$
$
$
Accounts receivable, net
Other current assets
Land, buildings and equipment, net
Intangible assets, net
Goodwill
Other long-term assets
Total Assets of Discontinued Operations
Current portion of long-term debt
Accounts payable
Accrued pension and benefit costs
Unearned income
Other current liabilities
Long-term debt
Pension and other benefit liabilities
Other long-term liabilities
Total Liabilities of Discontinued Operations
81
The following is a summary of selected financial information of the ITO business for the three years ended
December 31, 2014:
Year Ended December 31,
2014
2013
2012
Expense (Income):
Depreciation of buildings and equipment
$
98
$
Amortization of internal use software
Amortization of acquired intangible assets
Amortization of customer contract costs
Operating lease rent expense
Defined contribution plans
Interest expense (1)
Expenditures:
9
27
26
258
8
4
Cost of additions to land, buildings and equipment
$
105
$
Cost of additions to internal use software
Customer-related deferred set-up/transition and inducement
costs
_______________
2
26
$
99
10
27
22
241
7
3
99
$
4
35
98
2
27
15
185
2
3
140
15
60
(1)
Interest expense is related to capital lease obligations, which are expected to be assumed by purchaser of the ITO business.
Note 5 – Accounts Receivable, Net
Accounts receivable, net were as follows:
Amounts billed or billable
Unbilled amounts
Allowance for doubtful accounts
Subtotal
Discontinued operations (1)
Accounts Receivable, Net
December 31,
2014
2013
2,634
$
319
(88)
2,865
(213)
2,652
$
2,651
390
(112)
2,929
—
2,929
$
$
(1) Represents net accounts receivable related to our ITO business which is held for sale and being reported as a discontinued operation at
December 31, 2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Unbilled amounts include amounts associated with percentage-of-completion accounting and other earned
revenues not currently billable due to contractual provisions. Amounts to be invoiced in the subsequent month for
current services provided are included in amounts billable, and at December 31, 2014 and 2013 were approximately
$997 and $1,054, respectively. The balance at December 31, 2014 includes $52 related to our ITO business.
We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment
history and current creditworthiness. The allowance for uncollectible accounts receivables is determined principally
on the basis of past collection experience as well as consideration of current economic conditions and changes in
our customer collection trends.
Accounts Receivable Sales Arrangements
Accounts receivable sales arrangements are utilized in the normal course of business as part of our cash and
liquidity management. We have facilities in the U.S., Canada and several countries in Europe that enable us to sell
certain accounts receivable without recourse to third-parties. The accounts receivables sold are generally short-term
trade receivables with payment due dates of less than 60 days.
All of our arrangements involve the sale of our entire interest in groups of accounts receivable for cash. In most
instances a portion of the sales proceeds are held back by the purchaser and payment is deferred until collection of
the related receivables sold. Such holdbacks are not considered legal securities nor are they certificated. We report
collections on such receivables as operating cash flows in the Consolidated Statements of Cash Flows because
such receivables are the result of an operating activity and the associated interest rate risk is de minimis due to their
Xerox 2014 Annual Report
82
short-term nature. Our risk of loss following the sales of accounts receivable is limited to the outstanding deferred
purchase price receivable. These receivables are included in the caption “Other current assets” in the
accompanying Consolidated Balance Sheets and were $73 and $121 at December 31, 2014 and 2013, respectively.
Under most of the agreements, we continue to service the sold accounts receivable. When applicable, a servicing
liability is recorded for the estimated fair value of the servicing. The amounts associated with the servicing liability
were not material.
Of the accounts receivables sold and derecognized from our balance sheet, $580 and $723 remained uncollected
as of December 31, 2014 and 2013, respectively. Accounts receivable sales were as follows:
Accounts receivable sales
Deferred proceeds
Loss on sale of accounts receivable
Estimated decrease to operating cash flows(1)
__________
Year Ended December 31,
2014
2013
2012
$
2,906
$
3,401
$
387
15
(68)
486
17
(55)
3,699
639
21
(78)
(1) Represents the difference between current and prior year fourth quarter receivable sales adjusted for the effects of: (i) the deferred
proceeds, (ii) collections prior to the end of the year and (iii) currency.
Note 6 – Finance Receivables, Net
Finance receivables include sales-type leases, direct financing leases and installment loans arising from the
marketing of our equipment. These receivables are typically collateralized by a security interest in the underlying
assets. Finance receivables, net were as follows:
Gross receivables
Unearned income
Subtotal
Residual values
Allowance for doubtful accounts
Finance Receivables, Net
Less: Billed portion of finance receivables, net
Less: Current portion of finance receivables not billed, net
Finance Receivables Due After One Year, Net
December 31,
2014
2013
$
5,009
$
(624)
4,385
—
(131)
4,254
110
1,425
$
2,719
$
5,349
(666)
4,683
1
(154)
4,530
113
1,500
2,917
Contractual maturities of our gross finance receivables as of December 31, 2014 were as follows (including those
already billed of $117):
2015
2016
2017
2018
2019
Thereafter
Total
$
1,883
$
1,382
$
958
$
558
$
205
$
23
$
5,009
Transfer and Sale of Finance Receivables
Sale of Finance Receivables
In 2013 and 2012, we transferred our entire interest in certain groups of lease finance receivables to third-party
entities for cash proceeds and beneficial interests. The transfers were accounted for as sales with derecognition of
the associated lease receivables. There were no transfers or sales of finance receivables in 2014. We continue to
service the sold receivables and record servicing fee income over the expected life of the associated receivables.
The following is a summary of our prior sales activity:
83
Net carrying value (NCV) sold
Allowance included in NCV
Cash proceeds received
Beneficial interests received
Pre-tax gain on sales
Net fees and expenses
Year Ended December 31,
2014
2013
2012
$
— $
676
$
—
—
—
—
—
17
635
86
40
5
682
18
630
101
44
5
The principal value of the finance receivables derecognized from our balance sheet was $549 and $1,006 at
December 31, 2014 and 2013, respectively (sales value of approximately $596 and $1,098, respectively).
Summary Finance Receivable Sales
The lease portfolios transferred and sold were all from our Document Technology segment and the gains on these
sales were reported in Financing revenues within the Document Technology segment. The ultimate purchaser has
no recourse to our other assets for the failure of customers to pay principal and interest when due beyond our
beneficial interests which were $77 and $150 at December 31, 2014 and 2013, respectively, and are included in
Other current assets and Other long-term assets in the accompanying Consolidated Balance Sheets. Beneficial
interests of $64 and $124 at December 31, 2014 and 2013, respectively, are held by the bankruptcy-remote
subsidiaries and therefore are not available to satisfy any of our creditor obligations. We report collections on the
beneficial interests as operating cash flows in the Consolidated Statements of Cash Flows because such beneficial
interests are the result of an operating activity and the associated interest rate risk is de minimis considering their
weighted average lives of less than 2 years.
The net impact from the sales of finance receivables on operating cash flows is summarized below:
Net cash received for sales of finance receivables(1)
Impact from prior sales of finance receivables(2)
Collections on beneficial interests
Estimated (Decrease) Increase to Operating Cash Flows
____________
Year Ended December 31,
2014
2013
2012
$
$
— $
631
$
(527)
94
(392)
58
(433) $
297
$
625
(45)
—
580
(1) Net of beneficial interest, fees and expenses.
(2) Represents cash that would have been collected if we had not sold finance receivables.
Finance Receivables - Allowance for Credit Losses and Credit Quality
Our finance receivable portfolios are primarily in the U.S., Canada and Europe. We generally establish customer
credit limits and estimate the allowance for credit losses on a country or geographic basis. Customer credit limits
are based upon an initial evaluation of the customer's credit quality and we adjust that limit accordingly based upon
ongoing credit assessments of the customer, including payment history and changes in credit quality.
The allowance for doubtful accounts and provision for credit losses represents an estimate of the losses expected
to be incurred from the Company's finance receivable portfolio. The level of the allowance is determined on a
collective basis by applying projected loss rates to our different portfolios by country, which represent our portfolio
segments. This is the level at which we develop and document our methodology to determine the allowance for
credit losses. This loss rate is primarily based upon historical loss experience adjusted for judgments about the
probable effects of relevant observable data including current economic conditions as well as delinquency trends,
resolution rates, the aging of receivables, credit quality indicators and the financial health of specific customer
classes or groups. The allowance for doubtful finance receivables is inherently more difficult to estimate than the
allowance for trade accounts receivable because the underlying lease portfolio has an average maturity, at any
time, of approximately two to three years and contains past due billed amounts, as well as unbilled amounts. We
consider all available information in our quarterly assessments of the adequacy of the allowance for doubtful
accounts. The identification of account-specific exposure is not a significant factor in establishing the allowance for
doubtful finance receivables. Our policy and methodology used to establish our allowance for doubtful accounts
has been consistently applied over all periods presented.
Xerox 2014 Annual Report
84
Since our allowance for doubtful finance receivables is determined by country, the risk characteristics in our
finance receivable portfolio segments will generally be consistent with the risk factors associated with the
economies of those countries/regions. Loss rates declined in the U.S. reflecting the effects of improved collections
during 2014 and 2013 as well as the lower balance of finance receivables primarily due to sales in 2013 and 2012.
Since Europe is comprised of various countries and regional economies, the risk profile within our European
portfolio segment is somewhat more diversified due to the varying economic conditions among and within the
countries. Charge-offs in Europe were $29 in 2014 as compared to $60 in the prior year, reflecting a significant
improvement from the credit issues that began back in 2011. Loss rates peaked in 2011 as a result of the
European economic challenges particularly for countries in the southern region.
The following table is a rollforward of the allowance for doubtful finance receivables as well as the related investment
in finance receivables:
Allowance for Credit Losses:
Balance at December 31, 2012
Provision
Charge-offs
Recoveries and other(1)
Sale of finance receivables
Balance at December 31, 2013
Provision
Charge-offs
Recoveries and other(1)
Balance at December 31, 2014
Finance Receivables Collectively Evaluated for
Impairment:
December 31, 2013(2)
December 31, 2014(2)
__________
United States
Canada
Europe
Other(3)
Total
$
$
$
$
$
50
13
(8)
2
(12)
45
—
(5)
1
$
31
11
(16)
1
(5)
22
9
(14)
3
$
85
53
(60)
3
—
81
15
(29)
(9)
41
$
20
$
58
$
4
4
(2)
—
—
6
9
(3)
—
12
1,666
1,728
$
$
421
424
$
$
2,292
1,835
$
$
304
398
$
$
$
$
170
81
(86)
6
(17)
154
33
(51)
(5)
131
4,683
4,385
(1)
Includes the impacts of foreign currency translation and adjustments to reserves necessary to reflect events of non-payment such as
customer accommodations and contract terminations.
(2) Total Finance receivables exclude residual values of $0 and $1 and the allowance for credit losses of $131 and $154 at December 31,
2014 and 2013, respectively.
Includes developing market countries and smaller units.
(3)
In the U.S. and Canada, customers are further evaluated or segregated by class based on industry sector. The
primary customer classes are Finance & Other Services, Government & Education; Graphic Arts; Industrial;
Healthcare and Other. In Europe, customers are further grouped by class based on the country or region of the
customer. The primary customer classes include the U.K./Ireland, France and the following European regions -
Central, Nordic and Southern. These groupings or classes are used to understand the nature and extent of our
exposure to credit risk arising from finance receivables.
We evaluate our customers based on the following credit quality indicators:
•
Investment grade: This rating includes accounts with excellent to good business credit, asset quality and the
capacity to meet financial obligations. These customers are less susceptible to adverse effects due to shifts in
economic conditions or changes in circumstance. The rating generally equates to a Standard & Poors (S&P)
rating of BBB- or better. Loss rates in this category are normally minimal at less than 1%.
• Non-investment grade: This rating includes accounts with average credit risk that are more susceptible to
loss in the event of adverse business or economic conditions. This rating generally equates to a BB S&P
rating. Although we experience higher loss rates associated with this customer class, we believe the risk is
somewhat mitigated by
the fact that our leases are fairly well dispersed across a large and diverse customer base. In addition, the
higher loss rates are largely offset by the higher rates of return we obtain with such leases. Loss rates in this
category are generally in the range of 2% to 4%.
• Substandard: This rating includes accounts that have marginal credit risk such that the customer’s ability to
make repayment is impaired or may likely become impaired. We use numerous strategies to mitigate risk
including higher rates of interest, prepayments, personal guarantees, etc. Accounts in this category include
customers who were downgraded during the term of the lease from investment and non-investment grade
85
3
108
15
16
29
205
11
1
48
6
5
71
122
42
43
58
3
268
9
325
671
309
135
115
111
1,666
75
106
156
41
43
421
718
412
724
347
91
2,292
304
4,683
evaluation when the lease was originated. Accordingly there is a distinct possibility for a loss of principal and
interest or customer default. The loss rates in this category are around 10%.
Credit quality indicators are updated at least annually, and the credit quality of any given customer can change
during the life of the portfolio. Details about our finance receivables portfolio based on industry and credit quality
indicators are as follows:
December 31, 2014
December 31, 2013
Investment
Grade
Non-
investment
Grade
Sub-
standard
Total
Finance
Receivables
Investment
Grade
Non-
investment
Grade
Sub-
standard
Total
Finance
Receivables
Finance and other services $
Government and education
Graphic arts
Industrial
Healthcare
Other
195
589
148
92
84
55
$
159
$
55
$
13
79
41
26
38
3
90
18
14
29
$
409
605
317
151
124
122
189
656
142
92
74
55
12
59
28
25
27
Total United States
1,163
356
209
1,728
1,208
253
$
102
$
34
$
Finance and other services
Government and education
Graphic arts
Industrial
Other
Total Canada(1)
France
U.K/Ireland
Central(2)
Southern(3)
Nordic(4)
Total Europe
Other
Total
__________
54
76
58
24
34
246
253
255
230
60
25
823
195
31
8
49
13
19
120
234
101
278
148
49
810
163
12
2
36
4
4
58
129
6
30
36
1
202
40
97
86
143
41
57
424
616
362
538
244
75
1,835
398
46
96
56
23
29
250
282
199
287
102
46
916
226
18
9
52
12
9
100
314
171
394
187
42
1,108
69
$
2,427
$
1,449
$
509
$
4,385
$
2,600
$
1,530
$
553
$
(1) Historically, the Company had included certain Canadian customers with graphic arts activity in their industry sector. In 2014, these
customers were reclassified to Graphic Arts to better reflect their primary business activity. The December 31, 2013 amounts have been
revised to reclassify $33 from Finance and Other Services and $38 from Industrial to Graphic Arts to be consistent with the 2014
presentation.
(2) Switzerland, Germany, Austria, Belgium and Holland.
(3)
Italy, Greece, Spain and Portugal.
(4) Sweden, Norway, Denmark and Finland.
The aging of our receivables portfolio is based upon the number of days an invoice is past due. Receivables that
are more than 90 days past due are considered delinquent. Receivable losses are charged against the allowance
when management believes the uncollectibility of the receivable is confirmed and is generally based on individual
credit evaluations, results of collection efforts and specific circumstances of the customer. Subsequent recoveries,
if any, are credited to the allowance.
Xerox 2014 Annual Report
86
We generally continue to maintain equipment on lease and provide services to customers that have invoices for
finance receivables that are 90 days or more past due and, as a result of the bundled nature of billings, we also
continue to accrue interest on those receivables. However, interest revenue for such billings is only recognized if
collectability is deemed reasonably assured. The aging of our billed finance receivables is as follows:
Current
31-90
Days
Past Due
>90 Days
Past Due
Total Billed
Unbilled
Total
Finance
Receivables
>90 Days
and
Accruing
December 31, 2014
Finance and other services
$
7
$
Government and education
Graphic arts
Industrial
Healthcare
Other
Total United States
Canada
France
U.K./Ireland
Central(1)
Southern(2)
Nordic(3)
Total Europe
Other
Total
14
12
4
3
3
43
9
—
1
2
14
1
18
13
83
$
$
20
$
1
3
1
1
—
—
6
1
2
—
1
4
—
7
—
14
$
10
21
14
6
4
4
59
12
3
1
5
22
1
32
14
$
$
399
584
303
145
120
118
$
409
605
317
151
124
122
1,669
1,728
412
613
361
533
222
74
1,803
384
424
616
362
538
244
75
1,835
398
13
25
6
9
5
6
64
17
35
1
15
17
2
70
—
$
117
$
4,268
$
4,385
$
151
Current
31-90
Days
Past Due
>90 Days
Past Due
Total Billed
Unbilled
Total
Finance
Receivables
>90 Days
and
Accruing
December 31, 2013
Finance and other services
$
7
$
1
3
—
1
—
—
5
3
—
—
3
7
—
10
—
18
$
10
24
13
5
4
4
60
10
—
2
8
33
2
45
9
$
$
315
647
296
130
111
107
$
325
671
309
135
115
111
1,606
1,666
411
718
410
716
314
89
2,247
295
421
718
412
724
347
91
2,292
304
$
124
$
4,559
$
4,683
$
12
34
5
6
5
3
65
19
40
2
23
45
—
110
—
194
Government and education
Graphic arts
Industrial
Healthcare
Other
Total United States
Canada
France
U.K./Ireland
Central(1)
Southern(2)
Nordic(3)
Total Europe
Other
Total
___________
17
12
3
3
3
45
4
—
1
3
21
2
27
8
$
84
$
22
$
(1) Switzerland, Germany, Austria, Belgium and Holland.
(2)
Italy, Greece, Spain and Portugal.
(3) Sweden, Norway, Denmark and Finland.
87
$
2
4
1
1
1
1
10
2
1
—
2
4
—
7
1
$
2
4
1
1
1
1
10
3
—
1
2
5
—
8
1
Note 7 – Inventories and Equipment on Operating Leases, Net
The following is a summary of Inventories by major category:
Finished goods
Work-in-process
Raw materials
Total Inventories
December 31,
2014
2013
$
$
778
$
58
98
934
$
837
60
101
998
The transfer of equipment from our inventories to equipment subject to an operating lease is presented in our
Consolidated Statements of Cash Flows in the operating activities section. Equipment on operating leases and
similar arrangements consists of our equipment rented to customers and depreciated to estimated salvage value at
the end of the lease term.
Equipment on operating leases and the related accumulated depreciation were as follows:
Equipment on operating leases
Accumulated depreciation
Equipment on Operating Leases, Net
December 31,
2014
2013
$
$
1,531
$
(1,006)
525
$
1,575
(1,016)
559
Depreciable lives generally vary from three to four years consistent with our planned and historical usage of the
equipment subject to operating leases. Our equipment operating lease terms vary, generally from one to three
years. Scheduled minimum future rental revenues on operating leases with original terms of one year or longer are:
2015
2016
2017
2018
2019
Thereafter
$
339
$
246
$
155
$
82
$
34
$
5
Total contingent rentals on operating leases, consisting principally of usage charges in excess of minimum
contracted amounts, for the years ended December 31, 2014, 2013 and 2012 amounted to $149, $151 and $158,
respectively.
Note 8 - Land, Buildings, Equipment and Software, Net
Land, buildings and equipment, net were as follows:
Land
Building and building equipment
Leasehold improvements
Plant machinery
Office furniture and equipment
Other
Construction in progress
Subtotal
Accumulated depreciation
Subtotal
Discontinued operations (1)
Land, Buildings and Equipment, Net
___________
Estimated
Useful Lives
(Years)
25 to 50
Varies
5 to 12
3 to 15
4 to 20
December 31,
2014
2013
$
46
$
1,038
486
1,375
1,938
78
80
5,041
(3,698)
1,343
(220)
$
1,123
$
50
1,086
483
1,493
1,826
83
66
5,087
(3,621)
1,466
—
1,466
(1) Represents net fixed assets related to our ITO business which is held for sale and being reported as a discontinued operation at December
31, 2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Xerox 2014 Annual Report
88
Depreciation expense and operating lease rent expense were as follows:
Depreciation expense (1)
Operating lease rent expense(1)
___________
Year Ended December 31,
2014
2013
2012
$
$
324
560
$
332
513
354
461
(1) Excludes amounts related to our ITO business which is held for sale and reported as a discontinued operation at December 31, 2014. Refer
to Note 4 - Divestitures for additional information regarding this pending sale.
We lease buildings and equipment, substantially all of which are accounted for as operating leases. Capital leased
assets were approximately $180 and $150 at December 31, 2014 and 2013, respectively. Capital lease assets at
December 31, 2014 includes approximately $75 related to our ITO business which is held for sale and being
reported as a discontinued operation at December 31, 2014. Refer to Note 4 - Divestitures for additional information
regarding this pending sale.
Future minimum operating lease commitments that have initial or remaining non-cancelable lease terms in excess of
one year at December 31, 2014 were as follows:
Continuing operations
Discontinued operations (1)
Minimum operating lease commitments
___________
2015
2016
2017
2018
2019
Thereafter
$
$
469
$
117
586
$
347
$
170
$
104
$
43
18
8
390
$
188
$
112
$
79
$
6
85
$
57
—
57
(1) Reflects lease commitments related to our ITO business which is held for sale and reported as a discontinued operation at December 31,
2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Internal Use and Product Software
Additions to:
Internal use software (1)
Product software
___________
Year Ended December 31,
2014
2013
2012
$
$
82
23
$
77
28
110
107
(1) Excludes amounts related to our ITO business which is held for sale and reported as a discontinued operation at December 31, 2014. Refer
to Note 4 - Divestitures for additional information regarding this pending sale.
Capitalized costs, net:
Internal use software (1)
Product software
___________
December 31,
2014
2013
$
$
454
307
506
343
(1)
Internal use software at December 31, 2014 includes $20 related to our ITO business which is held for sale and being reported as a
discontinued operation at December 31, 2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Useful lives of our internal use and product software generally vary from three to ten years.
Included within product software at December 31, 2014 is approximately $250 of capitalized costs associated with
significant software system platforms developed for use in certain of our government services businesses. We
regularly review these software system platforms for impairment. Our impairment reviews for 2014 and 2013
indicated that the costs would be recoverable from estimated future operating profits; however, those future
operating profits are heavily dependent on our ability to successfully complete existing contracts as well as obtain
future contracts.
89
Note 9 – Investment in Affiliates, at Equity
Investments in corporate joint ventures and other companies in which we generally have a 20% to 50% ownership
interest were as follows:
Fuji Xerox
Other
Investments in Affiliates, at Equity
December 31,
2014
2013
$
$
1,275
$
63
1,338
$
Our equity in net income of our unconsolidated affiliates was as follows:
Fuji Xerox
Other
Total Equity in Net Income of Unconsolidated Affiliates
Year Ended December 31,
2014
2013
2012
$
$
147
$
13
160
$
156
$
13
169
$
1,224
61
1,285
139
13
152
Fuji Xerox
Fuji Xerox is headquartered in Tokyo and operates in Japan, China, Australia, New Zealand, Vietnam and other
areas of the Pacific Rim. Our investment in Fuji Xerox of $1,275 at December 31, 2014, differs from our implied
25% interest in the underlying net assets, or $1,367, due primarily to our deferral of gains resulting from sales of
assets by us to Fuji Xerox.
Equity in net income of Fuji Xerox is affected by certain adjustments to reflect the deferral of profit associated with
intercompany sales. These adjustments may result in recorded equity income that is different from that implied by our
25% ownership interest.
Summarized financial information for Fuji Xerox is as follows:
Year Ended December 31,
2014
2013
2012
Summary of Operations
Revenues
Costs and expenses
Income before income taxes
Income tax expense
Net Income
Less: Net income - noncontrolling interests
Net Income - Fuji Xerox
Balance Sheet
Assets:
Current assets
Long-term assets
Total Assets
Liabilities and Equity:
Current liabilities
Long-term debt
Other long-term liabilities
Noncontrolling interests
Fuji Xerox shareholders' equity
Total Liabilities and Equity
$
11,112
$
11,415
$
10,242
10,479
870
262
608
4
936
276
660
5
604
$
655
$
$
$
$
$
4,801
$
4,955
$
4,742
5,160
5,154
6,158
9,543
$
10,115
$
11,312
2,982
$
3,114
$
580
482
30
5,469
978
680
28
5,315
$
9,543
$
10,115
$
12,633
11,783
850
279
571
6
565
3,465
1,185
917
27
5,718
11,312
Xerox 2014 Annual Report
90
Yen/U.S. Dollar exchange rates used to translate are as follows:
Financial Statement
Exchange Basis
Summary of Operations
Weighted average rate
Balance Sheet
Year-end rate
2014
105.58
119.46
2013
97.52
105.15
2012
79.89
86.01
Transactions with Fuji Xerox
We receive dividends from Fuji Xerox, which are reflected as a reduction in our investment. Additionally, we have a
Technology Agreement with Fuji Xerox whereby we receive royalty payments for their use of our Xerox brand
trademark, as well as rights to access our patent portfolio in exchange for access to their patent portfolio. These
payments are included in Outsourcing, maintenance and rental revenues in the Consolidated Statements of
Income. We also have arrangements with Fuji Xerox whereby we purchase inventory from and sell inventory to Fuji
Xerox. Pricing of the transactions under these arrangements is based upon terms the Company believes to be
negotiated at arm's length. Our purchase commitments with Fuji Xerox are in the normal course of business and
typically have a lead time of three months. In addition, we pay Fuji Xerox and they pay us for unique research and
development costs.
Transactions with Fuji Xerox were as follows:
Dividends received from Fuji Xerox
Royalty revenue earned
Inventory purchases from Fuji Xerox
Inventory sales to Fuji Xerox
R&D payments received from Fuji Xerox
R&D payments paid to Fuji Xerox
Year Ended December 31,
2014
2013
2012
$
58
$
60
$
115
1,831
120
1
17
118
1,903
145
2
21
52
132
2,069
147
2
15
As of December 31, 2014 and 2013, net amounts due to Fuji Xerox were $339 and $402 (corrected from $85
originally disclosed in the December 31, 2013 Form 10-K), respectively.
91
Note 10 - Goodwill and Intangible Assets, Net
Goodwill
The following table presents the changes in the carrying amount of goodwill, by reportable segment:
Balance at December 31, 2011
Foreign currency translation
Acquisitions:
WDS
R.K. Dixon
Other
Balance at December 31, 2012
Foreign currency translation
Acquisitions:
Zeno
Impika
Other
Balance at December 31, 2013
Foreign currency translation
Acquisitions:
Invoco
ISG
Consilience
Other
Divestitures (1)
Balance at December 31, 2014
___________
Services
Document
Technology
Total
6,619
$
2,184
$
8,803
41
69
—
51
34
—
30
34
75
69
30
85
6,780
$
2,282
$
9,062
6
—
—
29
16
44
43
5
6,815
$
(98)
2,390
$
(56)
39
166
23
2
(495)
6,452
$
—
—
—
19
—
2,353
$
22
44
43
34
9,205
(154)
39
166
23
21
(495)
8,805
$
$
$
$
(1) Primarily represents goodwill related to our ITO business ($487) which is held for sale and being reported as a discontinued operation at
December 31, 2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Intangible Assets, Net
Net intangible assets were $2,031 at December 31, 2014 of which $1,677 relate to our Services segment and $354
relate to our Document Technology segment. Intangible assets were comprised of the following:
December 31, 2014
December 31, 2013
Weighted
Average
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Customer relationships
12 years
$
3,636
$
1,670
$
1,966
$
3,580
$
1,359
$
2,221
Distribution network
Trademarks
Technology, patents and
non-compete
Subtotal
Discontinued Operations(1)
Total Intangible Assets
_______________
25 years
20 years
9 years
123
274
40
4,073
(335)
74
87
14
1,845
(138)
49
187
26
2,228
(197)
$
3,738
$
1,707
$
2,031
$
123
269
41
4,013
—
4,013
69
72
10
1,510
—
1,510
$
$
54
197
31
2,503
—
2,503
(1) Represents net intangible assets related to our ITO business which is held for sale and being reported as a discontinued operation at
December 31, 2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Amortization expense related to intangible assets was $315, $305, and $301 for the years ended December 31,
2014, 2013 and 2012, respectively1. Excluding the impact of additional acquisitions, amortization expense is
expected to approximate $305 in 2015 and 2016, and $300 in years 2017, 2018 and 20191.
(1) Excludes amounts related to our ITO business, which is held for sale and reported as a discontinued operation at December 31, 2014.
Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Xerox 2014 Annual Report
92
Note 11 – Restructuring and Asset Impairment Charges
We continue to engage in a series of restructuring programs related to downsizing our employee base, exiting
certain activities, outsourcing certain internal functions and engaging in other actions designed to reduce our cost
structure and improve productivity. These initiatives primarily consist of severance actions and impact all major
geographies and segments. Management continues to evaluate our business, therefore, in future years, there may
be additional provisions for new plan initiatives as well as changes in previously recorded estimates, as payments
are made or actions are completed. Asset impairment charges were also incurred in connection with these
restructuring actions for those assets sold, abandoned or made obsolete as a result of these programs.
Costs associated with restructuring, including employee severance and lease termination costs are generally
recognized when it has been determined that a liability has been incurred, which is generally upon communication
to the affected employees or exit from the leased facility, respectively. In those geographies where we have either a
formal severance plan or a history of consistently providing severance benefits representing a substantive plan, we
recognize employee severance costs when they are both probable and reasonably estimable.
A summary of our restructuring program activity during the three years ended December 31, 2014 is as follows:
Severance and
Related Costs
Lease Cancellation
and Other Costs
Asset
Impairments(1)
Total
$
— $
Balance at December 31, 2011
$
Restructuring provision
Reversals of prior accruals
Net current period charges - continuing operations(2)
Discontinued operations(3)
Total Net Current Period Charges
Charges against reserve and currency
Balance at December 31, 2012
Restructuring provision
Reversals of prior accruals
Net current period charges - continuing operations(2)
Discontinued operations(3)
Total Net Current Period Charges
Charges against reserve and currency
Balance at December 31, 2013
Restructuring provision
Reversals of prior accruals
Net current period charges - continuing operations(2)
Discontinued operations(3)
Total Net Current Period Charges
Charges against reserve and currency
Balance at December 31, 2014
________________
$
116
156
(13)
143
4
147
(140)
123
141
(29)
112
7
119
(133)
109
143
(25)
118
2
120
(136)
7
5
—
5
—
5
(5)
7
2
—
2
—
2
(2)
7
5
(2)
3
—
3
(6)
2
(1)
1
—
1
(1)
—
1
—
1
—
1
(1)
—
7
—
7
—
7
(7)
— $
$
93
$
4
$
(1) Charges associated with asset impairments represent the write-down of the related assets to their new cost basis and are recorded
concurrently with the recognition of the provision.
(2) Represents amount recognized within the Consolidated Statements of Income for the years shown.
(3) Refer to Note 4 - Divestitures for additional information regarding discontinued operations.
The following table summarizes the reconciliation to the Consolidated Statements of Cash Flows:
Charges against reserve
Asset impairment
Effects of foreign currency and other non-cash items
Restructuring Cash Payments
93
Year Ended December 31,
2014
2013
2012
(149) $
(136) $
7
9
1
(1)
(133) $
(136) $
$
$
123
163
(14)
149
4
153
(146)
130
144
(29)
115
7
122
(136)
116
155
(27)
128
2
130
(149)
97
(146)
1
1
(144)
The following table summarizes the total amount of costs incurred in connection with these restructuring programs
by segment:
Services
Document Technology
Other
Total Net Restructuring Charges
Year Ended December 31,
2014
2013
2012
$
$
$
38
76
14
$
38
77
—
128
$
115
$
66
83
—
149
Xerox 2014 Annual Report
94
Note 12 - Supplementary Financial Information
The components of other current and long-term assets and liabilities were as follows:
Other Current Assets
Deferred taxes and income taxes receivable
Royalties, license fees and software maintenance
Restricted cash
Prepaid expenses
Derivative instruments
Deferred purchase price from sales of accounts receivables
Beneficial interests - sales of finance receivables
Advances and deposits
Other
Discontinued operations (1)
Total Other Current Assets
Other Current Liabilities
Deferred taxes and income taxes payable
Other taxes payable
Interest payable
Restructuring reserves
Derivative instruments
Product warranties
Dividends payable
Distributor and reseller rebates/commissions
Servicer liabilities
Other
Discontinued operations (1)
Total Other Current Liabilities
Other Long-term Assets
Deferred taxes and income taxes receivable
Prepaid pension costs
Net investment in TRG
Internal use software, net
Product software, net
Restricted cash
Debt issuance costs, net
Customer contract costs, net
Beneficial interest - sales of finance receivables
Deferred compensation plan investments
Other
Discontinued operations (1)
Total Other Long-term Assets
Other Long-term Liabilities
Deferred taxes and income taxes payable
Environmental reserves
Unearned income
Restructuring reserves
Other
Discontinued operations (1)
$
$
$
$
$
$
$
December 31,
2014
2013
$
426
190
113
134
22
73
35
29
206
(146)
253
185
147
143
6
121
64
32
256
—
1,082
$
1,207
$
120
134
78
94
58
11
88
120
107
811
(112)
87
180
80
108
70
13
84
125
140
826
—
1,509
$
1,713
367
$
17
158
454
307
139
31
323
42
125
427
(147)
377
55
173
506
343
170
31
399
86
116
334
—
2,243
$
2,590
142
$
9
166
3
232
(54)
286
12
168
8
283
—
757
Total Other Long-term Liabilities
$
498
$
95
(1) Represents assets and liabilities related to our ITO business which is held for sale and being reported as a discontinued operation at
December 31, 2014. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Restricted Cash and Investments
As more fully discussed in Note 18 - Contingencies and Litigation, various litigation matters in Brazil require us to
make cash deposits to escrow as a condition of continuing the litigation. In addition, as more fully discussed in Note
5 - Accounts Receivable, Net and Note 6 - Finance Receivables, Net, we continue to service the receivables sold
under most of our receivable sale agreements. As servicer, we may collect cash related to sold receivables prior to
year-end that will be remitted to the purchaser the following year. Since we are acting on behalf of the purchaser in
our capacity as servicer, such cash collected is reported as restricted cash. Restricted cash amounts are classified
in our Consolidated Balance Sheets based on when the cash will be contractually or judicially released.
Restricted cash amounts were as follows:
Tax and labor litigation deposits in Brazil
Escrow and cash collections related to receivable sales
Other restricted cash
Total Restricted Cash and Investments
December 31,
2014
2013
$
$
$
135
107
10
252
$
167
140
10
317
Net Investment in TRG
At December 31, 2014, our net investment in discontinued operations primarily consisted of a $174 performance-
based instrument relating to the 1997 sale of The Resolution Group (TRG) net of remaining net liabilities associated
with our discontinued operations of $16. The recovery of the performance-based instrument is dependent on the
sufficiency of TRG's available cash flows, as guaranteed by TRG's ultimate parent, which are expected to be
recovered in annual cash distributions through 2017. The performance-based instrument is pledged as security for
our future funding obligations to our U.K. Pension Plan for salaried employees.
Note 13 – Debt
Short-term borrowings were as follows:
Commercial paper
Notes Payable
Current maturities of long-term debt
Discontinued operations - capital leases (1)
Total Short-term Debt
____________
December 31,
2014
2013
150
$
1
1,307
(31)
1,427
$
—
5
1,112
—
1,117
$
$
(1) Represents current capital lease obligations related to our ITO business which is held for sale and being reported as a discontinued
operation at December 31, 2014. These obligations are expected to be assumed by the purchaser of the ITO business. Refer to Note 4 -
Divestitures for additional information regarding this pending sale.
We classify our debt based on the contractual maturity dates of the underlying debt instruments or as of the earliest
put date available to the debt holders. We defer costs associated with debt issuance over the applicable term, or to
the first put date in the case of convertible debt or debt with a put feature. These costs are amortized as interest
expense in our Consolidated Statements of Income.
Xerox 2014 Annual Report
96
Long-term debt was as follows:
Xerox Corporation
Convertible Notes due 2014
Senior Notes due 2014
Floating Rate Notes due 2014
Senior Notes due 2015
Notes due 2016
Senior Notes due 2016
Senior Notes due 2017
Senior Notes due 2017
Notes due 2018
Senior Notes due 2018
Senior Notes due 2019
Senior Notes due 2019
Senior Notes due 2020
Senior Notes due 2021
Senior Notes due 2024
Senior Notes due 2039
Subtotal - Xerox Corporation
Subsidiary Companies
Senior Notes due 2015
Borrowings secured by other assets
Other
Subtotal - Subsidiary Companies
Principal debt balance
Unamortized discount
Fair value adjustments(1)
Terminated swaps
Current swaps
Less: current maturities
Discontinued Operations (3)
Total Long-term Debt
____________
Weighted Average
Interest Rates at
December 31, 2014(2)
2014
2013
December 31,
—% $
— $
—%
—%
4.29%
7.20%
6.48%
6.83%
2.98%
0.57%
6.37%
2.77%
5.66%
2.81%
5.39%
3.84%
6.78%
4.25%
3.85%
1.20%
$
$
—
—
1,000
250
700
500
500
1
1,000
500
650
400
1,062
300
350
7,213
$
250
180
3
433
$
7,646
(54)
68
5
(1,307)
(44)
$
6,314
$
9
750
300
1,000
250
700
500
500
1
1,000
500
650
—
1,062
—
350
7,572
250
146
6
402
7,974
(58)
100
—
(1,112)
—
6,904
(1) Fair value adjustments include the following: (i) fair value adjustments to debt associated with terminated interest rate swaps, which are
being amortized to interest expense over the remaining term of the related notes; and (ii) changes in fair value of hedged debt obligations
attributable to movements in benchmark interest rates. Hedge accounting requires hedged debt instruments to be reported inclusive of any
fair value adjustment.
(2) Represents weighted average effective interest rate which includes the effect of discounts and premiums on issued debt.
(3) Represents long-term capital lease obligations related to our ITO business which is held for sale and being reported as a discontinued
operation at December 31, 2014. These obligations are expected to be assumed by the purchaser of the ITO business. Refer to Note 4 -
Divestitures for additional information regarding this pending sale.
97
Scheduled principal payments due on our long-term debt for the next five years and thereafter are as follows:
Continuing operations
Discontinued operations (2)
Total Long-term Principal Payments
_____________
2015(1)
2016
2017
2018
2019
Thereafter
Total
$
$
1,276
$
974
$
1,023
$
1,017
$
1,158
$
2,123
$
7,571
31
24
14
6
—
—
75
1,307
$
998
$
1,037
$
1,023
$
1,158
$
2,123
$
7,646
(1) Quarterly long-term debt maturities from continuing operations for 2015 are $1,007, $256, $7 and $6 for the first, second, third and fourth
quarters, respectively.
(2) Represents payments on capital lease obligations related to our ITO business which is held for sale and being reported as a discontinued
operation at December 31, 2014. These obligations are expected to be assumed by the purchaser of the ITO business. Refer to Note 4 -
Divestitures for additional information regarding this pending sale.
Commercial Paper
We have a private placement commercial paper (CP) program in the U.S. under which we may issue CP up to a
maximum amount of $2.0 billion outstanding at any time. Aggregate CP and Credit Facility borrowings may not
exceed $2.0 billion outstanding at any time. The maturities of the CP Notes will vary, but may not exceed 390 days
from the date of issue. The CP Notes are sold at a discount from par or, alternatively, sold at par and bear interest at
market rates. CP outstanding at December 31, 2014 and 2013, was $150 and $0, respectively.
Credit Facility
In 2014, we entered into an Amended and Restated Credit Agreement that extended the maturity date of our $2.0
billion unsecured revolving Credit Facility to 2019 from 2016. The amendment also included modest improvements
in pricing and minor changes in the composition of the group of lenders. The amended and restated Credit Facility
contains a $300 letter of credit sub-facility, and also includes an accordion feature that would allow us to increase
(from time to time, with willing lenders) the overall size of the facility up to an aggregate amount not to exceed $2.75
billion. We also have the right to request a one year extension on each of the first and second anniversaries of the
amendment date.
We deferred $7 of debt issuance costs in connection with this amendment, which included approximately $4 of
unamortized deferred debt issue costs associated with the previous Credit Facility. The write-off of debt issuance
costs associated with lenders that reduced their participation in the amended and restated Credit Facility was not
material.
The Credit Facility provides a backstop to our $2.0 billion CP program. Proceeds from any borrowings under the
Credit Facility can be used to provide working capital for the Company and its subsidiaries and for general
corporate purposes.
At December 31, 2014 we had no outstanding borrowings or letters of credit under the Credit Facility.
The Credit Facility is available, without sublimit, to certain of our qualifying subsidiaries. Our obligations under the
Credit Facility are unsecured and are not currently guaranteed by any of our subsidiaries. Any domestic subsidiary
that guarantees more than $100 of Xerox Corporation debt must also guaranty our obligations under the Credit
Facility. In the event that any of our subsidiaries borrows under the Credit Facility, its borrowings thereunder would
be guaranteed by us.
Borrowings under the Credit Facility bear interest at our choice, at either (a) a Base Rate as defined in our Credit
Facility agreement, plus a spread that varies between 0.00% and 0.45% depending on our credit rating at the time
of borrowing, or (b) LIBOR plus an all-in spread that varies between 0.90% and 1.45% depending on our credit
rating at the time of borrowing. Based on our credit rating as of December 31, 2014, the applicable all-in spreads for
the Base Rate and LIBOR borrowing were 0.10% and 1.10%, respectively.
An annual facility fee is payable to each lender in the Credit Facility at a rate that varies between 0.10% and 0.30%
depending on our credit rating. Based on our credit rating as of December 31, 2014, the applicable rate is 0.15%.
Xerox 2014 Annual Report
98
The Credit Facility contains various conditions to borrowing and affirmative, negative and financial maintenance
covenants. Certain of the more significant covenants are summarized below:
(a) Maximum leverage ratio (a quarterly test that is calculated as principal debt divided by consolidated EBITDA, as
defined) of 3.75x.
(b) Minimum interest coverage ratio (a quarterly test that is calculated as consolidated EBITDA divided by
consolidated interest expense) may not be less than 3.00x.
(c) Limitations on (i) liens of Xerox and certain of our subsidiaries securing debt, (ii) certain fundamental changes to
corporate structure, (iii) changes in nature of business and (iv) limitations on debt incurred by certain
subsidiaries.
The Credit Facility also contains various events of default, the occurrence of which could result in termination of the
lenders' commitments to lend and the acceleration of all our obligations under the Credit Facility. These events of
default include, without limitation: (i) payment defaults, (ii) breaches of covenants under the Credit Facility (certain
of which breaches do not have any grace period), (iii) cross-defaults and acceleration to certain of our other
obligations and (iv) a change of control of Xerox.
Interest
Interest paid on our short-term and long-term debt amounted to $400, $435 and $464 for the years ended
December 31, 2014, 2013 and 2012, respectively.
Interest expense and interest income was as follows:
Interest expense(1) (3)
Interest income(2)
___________
Year Ended December 31,
2014
2013
2012
$
$
377
397
$
403
494
427
610
(1)
(2)
Includes Equipment financing interest expense, as well as non-financing interest expense included in Other expenses, net in the
Consolidated Statements of Income.
Includes Finance income, as well as other interest income that is included in Other expenses, net in the Consolidated Statements of
Income.
(3) Excludes interest on capital lease obligations related to our ITO business which is held for sale and being reported as a discontinued
operation at December 31, 2014. These obligations are expected to be assumed by the purchaser of the ITO business. Refer to Note 4 -
Divestitures for additional information regarding this pending sale.
Equipment financing interest is determined based on an estimated cost of funds, applied against the estimated level
of debt required to support our net finance receivables. The estimated cost of funds is based on our overall
corporate cost of borrowing adjusted to reflect a rate that would be paid by a typical BBB rated leasing company.
The estimated level of debt is based on an assumed 7 to 1 leverage ratio of debt/equity as compared to our
average finance receivable balance during the applicable period.
Net (Payments) Proceeds on Debt
Net (payments) proceeds on debt as shown on the Consolidated Statements of Cash Flows was as follows:
Net proceeds (payments) on short-term debt
Proceeds from issuance of long-term debt
Payments on long-term debt
Net Payments on Other Debt
Year Ended December 31,
2014
2013
2012
$
$
$
145
808
(1,128)
(175) $
5
$
617
(1,056)
(434) $
(108)
1,116
(1,116)
(108)
99
Note 14 – Financial Instruments
We are exposed to market risk from changes in foreign currency exchange rates and interest rates, which could
affect operating results, financial position and cash flows. We manage our exposure to these market risks through
our regular operating and financing activities and, when appropriate, through the use of derivative financial
instruments. These derivative financial instruments are utilized to hedge economic exposures, as well as to reduce
earnings and cash flow volatility resulting from shifts in market rates. We enter into limited types of derivative
contracts, including interest rate swap agreements, foreign currency spot, forward and swap contracts and net
purchased foreign currency options to manage interest rate and foreign currency exposures. Our primary foreign
currency market exposures include the Japanese Yen, Euro and U.K. Pound Sterling. The fair market values of all
our derivative contracts change with fluctuations in interest rates and/or currency exchange rates and are designed
so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative
financial instruments are held solely as risk management tools and not for trading or speculative purposes. The
related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.
We do not believe there is significant risk of loss in the event of non-performance by the counterparties associated
with our derivative instruments because these transactions are executed with a diversified group of major financial
institutions. Further, our policy is to deal only with counterparties having a minimum investment grade or better credit
rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.
Interest Rate Risk Management
We use interest rate swap agreements to manage our interest rate exposure and to achieve a desired proportion of
variable and fixed rate debt. These derivatives may be designated as fair value hedges or cash flow hedges
depending on the nature of the risk being hedged.
Terminated Swaps
During the period from 2004 to 2011, we early terminated several interest rate swaps that were designated as fair
value hedges of certain debt instruments. The associated net fair value adjustments to the debt instruments are
being amortized to interest expense over the remaining term of the related notes. In 2014, 2013 and 2012, the
amortization of these fair value adjustments reduced interest expense by $31, $42 and $49, respectively, and we
expect to record a net decrease in interest expense of $68 in future years through 2018.
Fair Value Hedges
As of December 31, 2014, pay variable/received fixed interest rate swaps with notional amounts of $300 and net
asset fair value of $5 were designated and accounted for as fair value hedges. The swaps were structured to hedge
the fair value of related debt by converting them from fixed rate instruments to variable rate instruments. No
ineffective portion was recorded to earnings during 2014. We did not have any interest rate swaps outstanding at
December 31, 2013.
The following is a summary of our fair value hedges at December 31, 2014:
Debt Instrument
Senior Note 2021
Year First
Designated
Notional
Amount
Net Fair
Value
Weighted
Average
Interest
Rate Paid
Interest
Rate
Received
Basis
Maturity
2014
$
300
$
5
2.43%
4.50%
Libor
2021
Foreign Exchange Risk Management
As a global company, we are exposed to foreign currency exchange rate fluctuations in the normal course of our
business. As a part of our foreign exchange risk management strategy, we use derivative instruments, primarily
forward contracts and purchased option contracts, to hedge the following foreign currency exposures, thereby
reducing volatility of earnings or protecting fair values of assets and liabilities:
• Foreign currency-denominated assets and liabilities
• Forecasted purchases, and sales in foreign currency
Summary of Foreign Exchange Hedging Positions
At December 31, 2014, we had outstanding forward exchange and purchased option contracts with gross notional
values of $2,991, which is typical of the amounts that are normally outstanding at any point during the year.
Approximately 75% of these contracts mature within three months, 7% in three to six months and 18% in six to
twelve months.
Xerox 2014 Annual Report
100
The following is a summary of the primary hedging positions and corresponding fair values as of December 31, 2014:
Currencies Hedged (Buy/Sell)
Euro/U.K. Pound Sterling
U.S. Dollar/Euro
Japanese Yen/U.S. Dollar
Japanese Yen/Euro
Canadian Dollar/Euro
U.K. Pound Sterling/Euro
Swiss Franc/Euro
Philippine Peso/U.S. Dollar
Indian Rupee/U.S. Dollar
Euro/U.S. Dollar
Mexican Peso/U.S. Dollar
Euro/Danish Krone
U.S. Dollar/Philippine Peso
U.S. Dollar/Canadian Dollar
Mexican Peso/Euro
All Other
Total Foreign Exchange Hedging
____________
Gross
Notional
Value
Fair Value
Asset
(Liability)(1)
$
$
785
450
442
338
299
153
83
67
62
53
52
24
23
23
22
115
$
2,991
$
(11)
15
(33)
(4)
(1)
1
—
—
(1)
(1)
(2)
—
—
—
—
1
(36)
(1) Represents the net receivable (payable) amount included in the Consolidated Balance Sheet at December 31, 2014.
Foreign Currency Cash Flow Hedges
We designate a portion of our foreign currency derivative contracts as cash flow hedges of our foreign currency-
denominated inventory purchases, sales and expenses. No amount of ineffectiveness was recorded in the
Consolidated Statements of Income for these designated cash flow hedges and all components of each derivative’s
gain or loss was included in the assessment of hedge effectiveness. The net liability fair value of these contracts was
$30 and $50 as of December 31, 2014 and December 31, 2013, respectively.
Summary of Derivative Instruments Fair Value
The following table provides a summary of the fair value amounts of our derivative instruments:
Designation of Derivatives
Balance Sheet Location
Derivatives Designated as Hedging Instruments
Foreign exchange contracts – forwards
Foreign currency options
Interest rate swaps
Other current assets
Other current liabilities
Other current assets
Other long-term assets
Net Designated Derivative Liability
Derivatives NOT Designated as Hedging Instruments
Foreign exchange contracts – forwards
Summary of Derivatives
Other current assets
Other current liabilities
Net Undesignated Derivative Liability
Total Derivative Assets
Total Derivative Liabilities
Net Derivative Liability
December 31,
2014
2013
7
$
(39)
2
5
(25) $
13
$
(19)
(6) $
27
$
(58)
(31) $
1
(51)
—
—
(50)
5
(19)
(14)
6
(70)
(64)
$
$
$
$
$
$
101
Summary of Derivative Instruments Gains (Losses)
Derivative gains and (losses) affect the income statement based on whether such derivatives are designated as
hedges of underlying exposures. The following is a summary of derivative gains and (losses).
Designated Derivative Instruments Gains (Losses)
The following tables provide a summary of gains (losses) on derivative instruments:
Derivatives in Fair Value
Relationships
Location of Gain (Loss)
Recognized in Income
Year Ended December 31,
Derivative Gain (Loss)
Recognized in Income
Hedged Item Gain (Loss)
Recognized in Income
2014
2013
2012
2014
2013
2012
Interest rate contracts
Interest expense
$
5
$
— $
— $
(5) $
— $
—
Derivative Gain (Loss) Recognized in OCI
(Effective Portion)
2014
2013
2012
Year Ended December 31,
Location of Derivative
Gain (Loss)
Reclassified
from AOCI into Income
(Effective Portion)
Gain (Loss) Reclassified from AOCI to
Income (Effective Portion)
2014
2013
2012
$
(20) $
(126) $
(50) Cost of sales
$
(36) $
(123) $
37
Derivatives in Cash
Flow
Hedging Relationships
Foreign exchange
contracts – forwards/
options
No amount of ineffectiveness was recorded in the Consolidated Statements of Income for these designated cash
flow hedges and all components of each derivative’s gain or (loss) were included in the assessment of hedge
effectiveness. In addition, no amount was recorded for an underlying exposure that did not occur or was not
expected to occur.
As of December 31, 2014, net after-tax losses of $22 were recorded in accumulated other comprehensive loss
associated with our cash flow hedging activity. The entire balance is expected to be reclassified into net income
within the next 12 months, providing an offsetting economic impact against the underlying anticipated transactions.
Non-Designated Derivative Instruments Losses
Non-designated derivative instruments are primarily instruments used to hedge foreign currency-denominated assets
and liabilities. They are not designated as hedges since there is a natural offset for the re-measurement of the
underlying foreign currency-denominated asset or liability.
The following table provides a summary of losses on non-designated derivative instruments:
Derivatives NOT Designated as
Hedging Instruments
Location of Derivative Loss
2014
2013
2012
Foreign exchange contracts – forwards
Other expense – Currency losses, net
$
(10) $
(86) $
(38)
Year Ended December 31,
During the three years ended December 31, 2014, we recorded Currency (losses) gains, net of $(5), $7 and $(3),
respectively. Currency (losses) gains, net includes the mark-to-market adjustments of the derivatives not designated
as hedging instruments and the related cost of those derivatives, as well as the re-measurement of foreign currency-
denominated assets and liabilities.
Xerox 2014 Annual Report
102
Note 15 – Fair Value of Financial Assets and Liabilities
The following table represents assets and liabilities fair value measured on a recurring basis. The basis for the
measurement at fair value in all cases is Level 2 – Significant Other Observable Inputs.
Assets:
Foreign exchange contracts - forwards
Foreign currency options
Interest rate swaps
Deferred compensation investments in cash surrender life insurance
Deferred compensation investments in mutual funds
Total
Liabilities:
Foreign exchange contracts - forwards
Deferred compensation plan liabilities
Total
As of December 31,
2014
2013
$
$
$
$
20
$
2
5
94
32
153
$
58
$
135
193
$
6
—
—
88
28
122
70
125
195
We utilize the income approach to measure the fair value for our derivative assets and liabilities. The income
approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates
and forward prices, and therefore are classified as Level 2.
Fair value for our deferred compensation plan investments in Company-owned life insurance is reflected at cash
surrender value. Fair value for our deferred compensation plan investments in mutual funds is based on quoted
market prices for actively traded investments similar to those held by the plan. Fair value for deferred compensation
plan liabilities is based on the fair value of investments corresponding to employees’ investment selections, based
on quoted prices for similar assets in actively traded markets.
Summary of Other Financial Assets and Liabilities Fair Value Measured on a Nonrecurring Basis
The estimated fair values of our other financial assets and liabilities fair value measured on a nonrecurring basis
were as follows:
Cash and cash equivalents
Accounts receivable, net
Short-term debt
Long-term debt
December 31, 2014
December 31, 2013
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$
1,411
$
1,411
$
1,764
$
2,652
1,427
6,314
2,652
1,417
6,719
2,929
1,117
6,904
1,764
2,929
1,126
7,307
The fair value amounts for Cash and cash equivalents and Accounts receivable, net, approximate carrying amounts
due to the short maturities of these instruments. The fair value of Short and Long-term debt was estimated based on
quoted market prices for publicly traded securities (Level 1) or on the current rates offered to us for debt of similar
maturities (Level 2). The difference between the fair value and the carrying value represents the theoretical net
premium or discount we would pay or receive to retire all debt at such date.
103
Note 16 – Employee Benefit Plans
We sponsor numerous defined benefit and defined contribution pension and other post-retirement benefit plans,
primarily retiree health care, in our domestic and international operations. December 31 is the measurement date
for all of our post-retirement benefit plans.
Change in Benefit Obligation:
Benefit obligation, January 1
Service cost
Interest cost
Plan participants' contributions
Actuarial loss (gain)
Currency exchange rate changes
Curtailments
Benefits paid/settlements
Other
Benefit Obligation, December 31
Change in Plan Assets:
Fair value of plan assets, January 1
Actual return on plan assets
Employer contribution
Plan participants' contributions
Currency exchange rate changes
Benefits paid/settlements
Other
Fair Value of Plan Assets, December 31
Net Funded Status at December 31(1)
Amounts Recognized in the Consolidated
Balance Sheets:
Other long-term assets
Accrued compensation and benefit costs
Pension and other benefit liabilities
Post-retirement medical benefits
Discontinued Operations (2)
Net Amounts Recognized
_______________
Pension Benefits
U.S. Plans
Non-U.S. Plans
Retiree Health
2014
2013
2014
2013
2014
2013
$
3,893
$
5,033
$
6,664
$
6,708
$
856
$
989
9
281
—
813
—
(7)
(273)
—
10
154
—
(440)
—
—
(864)
—
34
272
5
1,069
(594)
—
(279)
(5)
91
260
6
(203)
98
(10)
(264)
(22)
9
36
16
119
(13)
—
(86)
—
4,716
$
3,893
$
7,166
$
6,664
$
937
$
2,876
$
3,573
$
5,789
$
5,431
$
— $
398
124
—
—
(273)
1
139
27
—
—
(864)
1
899
160
5
(484)
(279)
(2)
326
203
6
88
(264)
(1)
—
70
16
—
(86)
—
3,126
$
2,876
$
6,088
$
5,789
$
— $
9
33
14
(88)
(10)
—
(91)
—
856
—
—
77
14
—
(91)
—
—
(1,590) $
(1,017) $
(1,078) $
(875) $
(937) $
(856)
— $
— $
17
$
55
$
— $
(24)
(1,566)
—
—
(25)
(992)
—
—
(28)
(1,040)
—
(27)
(30)
(900)
—
—
(72)
—
(865)
—
$
(1,590) $
(1,017) $
(1,078) $
(875) $
(937) $
—
(71)
—
(785)
—
(856)
$
$
$
$
$
Includes under-funded and un-funded plans.
(1)
(2) Represents the net un-funded pension obligations related to our ITO business which is held for sale and being reported as a discontinued
operation at December 31, 2014. These obligations are expected to be assumed by the purchaser of the ITO business. The net pension
cost associated with these plans is immaterial. Refer to Note 4 - Divestitures for additional information regarding this pending sale.
Benefit plans pre-tax amounts recognized in AOCL at December 31:
Net actuarial loss
Prior service credit
Total Pre-tax Loss (Gain)
Accumulated Benefit Obligation
$
$
$
Pension Benefits
U.S. Plans
Non-U.S. Plans
Retiree Health
2014
2013
2014
2013
2014
2013
1,301
$
672
$
2,036
$
1,741
$
122
$
(13)
(15)
(20)
(20)
(42)
1,288
$
657
$
2,016
$
1,721
$
80
$
6
(85)
(79)
4,716
$
3,887
$
6,883
$
6,368
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104
Aggregate information for pension plans with an Accumulated benefit obligation in excess of plan assets is
presented below:
Underfunded Plans:
U.S.
Non U.S.
Unfunded Plans:
U.S.
Non U.S.
Total Underfunded and Unfunded Plans:
U.S.
Non U.S.
Total
December 31, 2014
December 31, 2013
Projected
benefit
obligation
Accumulated
benefit
obligation
Fair value of
plan assets
Projected
benefit
obligation
Accumulated
benefit
obligation
Fair value of
plan assets
$
4,351
$
4,351
$
3,126
$
3,571
$
3,565
$
6,376
6,125
5,848
5,350
5,104
2,876
4,964
$
$
$
$
365
567
$
365
551
— $
—
$
322
540
$
322
526
—
—
4,716
$
4,716
$
3,126
$
3,893
$
3,887
$
6,943
6,676
5,848
5,890
5,630
11,659
$
11,392
$
8,974
$
9,783
$
9,517
$
2,876
4,964
7,840
Our pension plan assets and benefit obligations at December 31, 2014 were as follows:
(in billions)
U.S. funded
U.S. unfunded
Total U.S.
U.K.
Canada
Other funded
Other unfunded
Total
Fair Value of
Pension Plan
Assets
Pension Benefit
Obligations
Net Funded Status
$
$
$
3.1
$
$
—
3.1
3.9
0.8
1.4
—
$
$
4.4
0.3
4.7
4.2
0.9
1.6
0.5
9.2
$
11.9
$
(1.3)
(0.3)
(1.6)
(0.3)
(0.1)
(0.2)
(0.5)
(2.7)
Prior to the freeze of current benefits (see below), most of our defined benefit pension plans generally provided
employees a benefit, depending on eligibility, calculated under a highest average pay and years of service formula.
Our primary domestic defined benefit pension plans provided a benefit at the greater of (i) the highest average pay
and years of service formula, (ii) the benefit calculated under a formula that provides for the accumulation of salary
and interest credits during an employee's work life or (iii) the individual account balance from the Company's prior
defined contribution plan (Transitional Retirement Account or TRA).
105
The components of Net periodic benefit cost and other changes in plan assets and benefit obligations were as follows:
Year Ended December 31,
Pension Benefits
U.S. Plans
Non-U.S. Plans
Retiree Health
2014
2013
2012
2014
2013
2012
2014
2013
2012
Components of Net Periodic Benefit
Costs:
Service cost
Interest cost(1)
Expected return on plan assets(2)
Recognized net actuarial loss
Amortization of prior service credit
Recognized settlement loss
Recognized curtailment gain
Defined Benefit Plans
Defined contribution plans (3)
Net Periodic Benefit Cost
Other changes in plan assets and
benefit obligations recognized in
Other Comprehensive Income:
Net actuarial loss (gain)
Prior service credit
Amortization of net actuarial loss
Amortization of net prior service credit
Curtailment gain
Total Recognized in Other
Comprehensive Income
Total Recognized in Net Periodic
Benefit Cost and Other
Comprehensive Income
$
34
$
91
$
83
$
9
$
9
$
$
9
$
10
$
281
(290)
17
(2)
51
—
66
58
124
697
—
(68)
2
—
154
(179)
19
(2)
162
—
164
64
228
(403)
—
(181)
2
—
112
282
(306)
53
(23)
82
—
200
28
228
427
(2)
(135)
23
—
272
(342)
54
(1)
—
(1)
16
44
60
481
(6)
(54)
1
2
260
(317)
77
—
—
(8)
103
25
128
(224)
(14)
(77)
—
—
270
(307)
53
—
1
—
100
33
133
416
(1)
(54)
—
—
631
(582)
313
424
(315)
361
36
—
1
(43)
—
—
3
n/a
3
119
—
(1)
43
n/a
161
33
—
2
(43)
—
—
1
n/a
1
(88)
—
(2)
43
n/a
(47)
9
42
—
1
(41)
—
—
11
n/a
11
18
(6)
(1)
41
n/a
52
$
755
$
(354) $
541
$
484
$
(187) $
494
$
164
$
(46) $
63
_______________
(1)
Interest cost includes interest expense on non-TRA obligations of $371, $349 and $382 and interest expense directly allocated to TRA
participant accounts of $182, $65 and $170 for the years ended December 31, 2014, 2013 and 2012, respectively.
(2) Expected return on plan assets includes expected investment income on non-TRA assets of $450, $431 and $443 and actual investment
income on TRA assets of $182, $65 and $170 for the years ended December 31, 2014, 2013 and 2012, respectively.
(3) Excludes contributions related to our ITO business, which is held for sale and reported as a discontinued operation at December 31, 2014.
Refer to Note 4 - Divestitures for additional information regarding this pending sale.
The net actuarial loss and prior service credit for the defined benefit pension plans that will be amortized from
Accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are $111 and
$(4), respectively, excluding amounts that may be recognized through settlement losses. The net actuarial loss and
prior service credit for the retiree health benefit plans that will be amortized from Accumulated other comprehensive
income (loss) into net periodic benefit cost over the next fiscal year are $5 and $(30), respectively.
Pension plan assets consist of both defined benefit plan assets and assets legally restricted to the TRA accounts.
The combined investment results for these plans, along with the results for our other defined benefit plans, are
shown above in the “actual return on plan assets” caption. To the extent that investment results relate to TRA, such
results are charged directly to these accounts as a component of interest cost.
Plan Amendments
Pension Plan Freezes
Over the past several years, we have amended several of our major defined benefit pension plans to freeze current
benefits and eliminate benefits accruals for future service including our primary U.S. defined benefit plan for salaried
employees, the Canadian Salary Pension Plan and the U.K. Final Salary Pension Plan. The freeze of current
benefits is the primary driver of the reduction in pension service costs since 2012. In certain Non-U.S. plans we are
required to continue to consider salary increases and inflation in determining the benefit obligation related to prior
service.
Plan Assets
Current Allocation
As of the 2014 and 2013 measurement dates, the global pension plan assets were $9.2 billion and $8.7 billion,
respectively. These assets were invested among several asset classes.
Xerox 2014 Annual Report
106
The following tables presents the defined benefit plans assets measured at fair value and the basis for that
measurement:
Asset Class
Level 1
Level 2
Level 3
Total
%
Level 1
Level 2
Level 3
Total
%
Cash and cash equivalents
$
52
$
— $
— $
52
2% $
608
$
— $
— $
608
10%
U.S. Plans
Non-U.S. Plans
December 31, 2014
Equity Securities:
U.S. large cap
U.S. mid cap
U.S. small cap
International developed
Emerging markets
Global Equity
Total Equity Securities
Fixed Income Securities:
U.S. treasury securities
Debt security issued by
government agency
Corporate bonds
Asset backed securities
Total Fixed Income Securities
Derivatives:
Interest rate contracts
Foreign exchange contracts
Equity contracts
Other contracts
Total Derivatives
Real estate
Private equity/venture capital
Guaranteed insurance contracts
Other(1)
332
73
52
195
140
2
794
—
—
—
—
—
—
—
—
—
—
46
—
—
(1)
15
—
39
92
113
7
266
145
225
988
10
1,368
(1)
1
—
—
—
39
—
—
40
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
25
497
—
—
347
73
91
287
253
9
1,060
145
225
988
10
1,368
(1)
1
—
—
—
110
497
—
39
11%
2%
3%
9%
8%
—%
33%
5%
7%
32%
—%
44%
—%
—%
—%
—%
—%
4%
16%
—%
1%
253
10
28
1,065
276
4
1,636
7
25
23
—
55
—
—
—
—
—
—
—
—
6
52
—
—
162
69
6
289
26
1,536
850
1
2,413
128
(5)
—
14
137
29
—
—
8
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
279
499
129
—
305
10
28
1,227
345
10
1,925
33
1,561
873
1
2,468
128
(5)
—
14
137
308
499
129
14
Total Fair Value of Plan Assets
$
891
$
1,713
$
522
$
3,126
100% $
2,305
$
2,876
$
907
$
6,088
5%
—%
—%
20%
6%
—%
31%
1%
26%
15%
—%
42%
2%
—%
—%
—%
2%
5%
8%
2%
—%
100%
_____________________________
(1) Other Level 1 assets include net non-financial assets of $(1) U.S. and $6 Non-U.S., such as due to/from broker, interest receivables and
accrued expenses.
107
Asset Class
Level 1
Level 2
Level 3
Total
%
Level 1
Level 2
Level 3
Total
%
Cash and cash equivalents
$
48
$
— $
— $
48
1 % $
688
$
— $
— $
688
12%
U.S. Plans
Non-U.S. Plans
December 31, 2013
Equity Securities:
U.S. large cap
U.S. mid cap
U.S. small cap
International developed
Emerging markets
Global Equity
Total Equity Securities
Fixed Income Securities:
U.S. treasury securities
Debt security issued by
government agency
Corporate bonds
Asset backed securities
Total Fixed Income Securities
Derivatives:
Interest rate contracts
Foreign exchange
contracts
Equity contracts
Other contracts
Total Derivatives
Real estate
Private equity/venture capital
Guaranteed insurance
contracts
Other(1)
Total Fair Value of Plan
Assets
_____________________________
319
71
48
182
171
2
793
—
—
—
—
—
—
—
—
—
—
40
—
—
10
13
—
46
123
69
7
258
74
180
908
10
1,172
(17)
(12)
—
—
(29)
34
—
—
70
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
29
451
—
—
332
71
94
305
240
9
1,051
74
180
908
10
1,172
(17)
(12)
—
—
(29)
103
451
—
80
12 %
2 %
3 %
11 %
8 %
— %
36 %
3 %
6 %
32 %
— %
41 %
(1)%
— %
— %
— %
(1)%
4 %
16 %
— %
3 %
220
13
40
1,314
262
5
1,854
4
31
146
—
181
—
14
—
62
76
32
—
—
6
55
—
—
212
76
—
343
16
1,189
660
1
1,866
62
30
—
—
92
35
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
269
212
135
—
275
13
40
1,526
338
5
2,197
20
1,220
806
1
2,047
62
44
—
62
168
336
212
135
6
5%
—%
1%
26%
6%
—%
38%
—%
21%
14%
—%
35%
1%
1%
—%
1%
3%
6%
4%
2%
—%
$
891
$
1,505
$
480
$
2,876
100 % $
2,837
$
2,336
$
616
$
5,789
100%
(1) Other Level 1 assets include net non-financial liabilities of $9 U.S. and $6 Non-U.S., such as due to/from broker, interest receivables and
accrued expenses.
The following tables represents a roll-forward of the defined benefit plans assets measured using significant
unobservable inputs (Level 3 assets):
Balance at December 31, 2012
$
Purchases
Sales
Net transfers in from Level 1
Realized gains (losses)
Unrealized gains (losses)
Currency translation
Balance at December 31, 2013
Purchases
Sales
Realized gains (losses)
Unrealized gains (losses)
Currency translation
Balance at December 31, 2014
$
Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
U.S. Defined Benefit Plans Assets
Non-U.S. Defined Benefit Plans Assets
Private
Equity/
Venture
Capital
Real
Estate
Total
Real
Estate
Private
Equity/
Venture
Capital
Guaranteed
Insurance
Contracts
Total
58
1
(36)
—
24
(18)
—
29
1
(6)
(7)
8
—
25
$
$
300
177
(59)
—
46
(13)
—
451
44
(59)
41
20
—
358
178
(95)
—
70
(31)
—
480
45
(65)
34
28
—
$
332
$
3
$
131
$
64
(128)
—
17
(21)
5
269
74
(64)
20
(1)
(19)
193
—
—
2
2
12
212
279
—
—
38
(30)
3
(5)
(1)
4
(2)
5
135
22
(25)
15
—
(18)
$
497
$
522
$
279
$
499
$
129
$
466
260
(133)
(1)
23
(21)
22
616
375
(89)
35
37
(67)
907
Xerox 2014 Annual Report
108
Valuation Method
Our primary Level 3 assets are Real Estate and Private Equity/Venture Capital investments. The fair value of our
real estate investment funds are based on the Net Asset Value (NAV) of our ownership interest in the funds. NAV
information is received from the investment advisers and is primarily derived from third-party real estate appraisals
for the properties owned. The fair value for our private equity/venture capital partnership investments are based on
our share of the estimated fair values of the underlying investments held by these partnerships as reported (or
expected to be reported) in their audited financial statements. The valuation techniques and inputs for our Level 3
assets have been consistently applied for all periods presented.
Investment Strategy
The target asset allocations for our worldwide defined benefit pension plans were:
Equity investments
Fixed income investments
Real estate
Private equity
Other
2014
Non-U.S.
34%
47%
9%
6%
4%
U.S.
33%
43%
8%
9%
7%
2013
Non-U.S.
41%
47%
9%
—%
3%
U.S.
36%
44%
5%
14%
1%
Total Investment Strategy
100%
100%
100%
100%
We employ a total return investment approach whereby a mix of equities and fixed income investments are used to
maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan
expenses by exceeding the interest growth in long-term plan liabilities. Risk tolerance is established through careful
consideration of plan liabilities, plan funded status and corporate financial condition. This consideration involves the
use of long-term measures that address both return and risk. The investment portfolio contains a diversified blend of
equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S.
stocks, as well as growth, value and small and large capitalizations, and may include Company stock. Other assets
such as real estate, private equity, and hedge funds are used to improve portfolio diversification. Derivatives may be
used to hedge market exposure in an efficient and timely manner; however, derivatives may not be used to leverage
the portfolio beyond the market value of the underlying investments. Investment risks and returns are measured and
monitored on an ongoing basis through annual liability measurements and quarterly investment portfolio reviews.
Expected Long-term Rate of Return
We employ a “building block” approach in determining the long-term rate of return for plan assets. Historical
markets are studied and long-term relationships between equities and fixed income are assessed. Current market
factors such as inflation and interest rates are evaluated before long-term capital market assumptions are
determined. The long-term portfolio return is established giving consideration to investment diversification and
rebalancing. Peer data and historical returns are reviewed periodically to assess reasonableness and
appropriateness.
Contributions
In 2014, we made cash contributions of $284 ($124 U.S. and $160 Non-U.S.) and $70 to our defined benefit
pension plans and retiree health benefit plans, respectively.
In 2015, based on current actuarial calculations, we expect to make contributions of approximately $340 ($180
U.S. and $160 non-U.S.) to our defined benefit pension plans and approximately $71 to our retiree health benefit
plans.
109
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid
during the following years:
2015
2016
2017
2018
2019
Years 2020-2023
Assumptions
Pension Benefits
U.S.
Non-U.S.
Total
Retiree Health
$
$
643
343
336
333
326
$
251
252
261
269
279
$
894
595
597
602
605
1,681
1,539
3,220
71
70
70
69
68
323
Weighted-average assumptions used to determine benefit obligations at the plan measurement dates:
Discount rate
Rate of compensation increase
Discount rate
2014
Pension Benefits
2013
2012
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
3.9%
0.2%
3.1%
2.6%
4.8%
0.2%
4.2%
2.7%
3.7%
0.2%
4.0%
2.6%
Retiree Health
2014
2013
2012
3.8%
4.5%
3.6%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
2015
2014
2013
2012
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
Pension Benefits
Discount rate
Expected return on plan assets
Rate of compensation increase
3.9%
7.5%
0.2%
3.1%
5.2%
2.6%
4.8%
7.8%
0.2%
4.2%
6.1%
2.7%
3.7%
7.8%
0.2%
4.0%
6.1%
2.6%
4.8%
7.8%
3.5%
4.6%
6.2%
2.7%
Discount rate
_____________________________
Retiree Health
2015
2014
2013
2012
3.8%
4.5%
3.6%
4.5%
Note: Expected return on plan assets is not applicable to retiree health benefits as these plans are not funded. Rate of compensation increase is
not applicable to retiree health benefits as compensation levels do not impact earned benefits.
Assumed health care cost trend rates were as follows:
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
December 31,
2014
2013
7.0%
4.9%
2023
7.2%
4.9%
2023
Xerox 2014 Annual Report
110
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A
one-percentage-point change in assumed health care cost trend rates would have the following effects:
Effect on total service and interest cost components
Effect on post-retirement benefit obligation
Defined Contribution Plans
1% increase
1% decrease
$
1
$
46
(1)
(39)
We have savings and investment plans in several countries, including the U.S., U.K. and Canada. In many instances,
employees from those defined benefit pension plans that have been amended to freeze future service accruals (see
"Plan Amendments" for additional information) were transitioned to an enhanced defined contribution plan. In these
plans employees are allowed to contribute a portion of their salaries and bonuses to the plans, and we match a portion
of the employee contributions. We recorded charges related to our defined contribution plans of $102 in 2014, $89 in
2013 and $61 in 2012. These charges exclude $8, $7 and $2 for the three years ended December 31, 2014, respectively,
related to our ITO business, which is held for sale and reported as a discontinued operation at December 31, 2014.
Refer to Note 4 - Divestitures for additional information regarding this pending sale.
$
$
$
Year Ended December 31,
2013
2012
2014
675
$
531
905
$
338
1,206
$
1,243
$
850
434
1,284
Year Ended December 31,
2014
2013
2012
(3) $
79
115
28
34
6
$
17
66
82
36
37
15
$
259
$
253
$
5
93
114
(1)
32
13
256
Note 17 - Income and Other Taxes
Income before income taxes (pre-tax income) was as follows:
Domestic income
Foreign income
Income Before Income Taxes
Provisions (benefits) for income taxes were as follows:
Federal Income Taxes
Current
Deferred
Foreign Income Taxes
Current
Deferred
State Income Taxes
Current
Deferred
Total Provision
111
A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate was as
follows:
U.S. federal statutory income tax rate
Nondeductible expenses
Effect of tax law changes
Change in valuation allowance for deferred tax assets
State taxes, net of federal benefit
Audit and other tax return adjustments
Tax-exempt income, credits and incentives
Foreign rate differential adjusted for U.S. taxation of foreign profits(1)
Other
Effective Income Tax Rate
____________
Year Ended December 31,
2014
2013
2012
35.0 %
2.0 %
(1.0)%
(1.6)%
2.2 %
(2.9)%
(2.4)%
(9.6)%
(0.2)%
21.5 %
35.0 %
1.5 %
(0.6)%
0.2 %
2.7 %
(2.5)%
(4.0)%
(12.4)%
0.5 %
20.4 %
35.0 %
2.6 %
0.7 %
(0.7)%
2.0 %
(4.7)%
(2.6)%
(12.4)%
— %
19.9 %
(1) The “U.S. taxation of foreign profits” represents the U.S. tax, net of foreign tax credits, associated with actual and deemed repatriations of
earnings from our non-U.S. subsidiaries.
On a consolidated basis, we paid a total of $121, $155 and $137 in income taxes to federal, foreign and state
jurisdictions during the three years ended December 31, 2014, respectively.
Total income tax (benefit) expense was allocated as follows:
Pre-tax income
Discontinued operations(1)
Common shareholders' equity:
Changes in defined benefit plans
Stock option and incentive plans, net
Cash flow hedges
Translation adjustments
Total Income Tax (Benefit) Expense
_____________
Year Ended December 31,
2014
2013
2012
$
259
$
6
253
$
27
(408)
(18)
—
(2)
318
(13)
—
(9)
$
(163) $
576
$
256
21
(233)
(5)
(24)
(9)
6
(1) Refer to Note 4 - Divestitures for additional information regarding discontinued operations.
Unrecognized Tax Benefits and Audit Resolutions
We recognize tax liabilities when, despite our belief that our tax return positions are supportable, we believe that
certain positions may not be fully sustained upon review by tax authorities. Each period we assess uncertain tax
positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured
at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement - the more
likely than not recognition threshold. Where we have determined that our tax return filing position does not satisfy
the more likely than not recognition threshold, we have recorded no tax benefits.
We are also subject to ongoing tax examinations in numerous jurisdictions due to the extensive geographical scope
of our operations. Our ongoing assessments of the more-likely-than-not outcomes of the examinations and related
tax positions require judgment and can increase or decrease our effective tax rate, as well as impact our operating
results. The specific timing of when the resolution of each tax position will be reached is uncertain. As of
December 31, 2014, we do not believe that there are any positions for which it is reasonably possible that the total
amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
Xerox 2014 Annual Report
112
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance at January 1
Additions related to current year
Additions related to prior years positions
Reductions related to prior years positions
Settlements with taxing authorities(1)
Reductions related to lapse of statute of limitations
Currency
Balance at December 31
_______________
2014
2013
2012
267
$
201
$
16
10
(35)
(10)
(6)
(2)
60
39
(19)
—
(14)
—
240
$
267
$
225
28
5
(36)
(13)
(8)
—
201
$
$
(1) Majority of settlements did not result in the utilization of cash.
Included in the balances at December 31, 2014, 2013 and 2012 are $39, $36 and $16, respectively, of tax positions
that are highly certain of realizability but for which there is uncertainty about the timing or that they may be reduced
through an indirect benefit from other taxing jurisdictions. Because of the impact of deferred tax accounting, other
than for the possible incurrence of interest and penalties, the disallowance of these positions would not affect the
annual effective tax rate.
We recognized interest and penalties accrued on unrecognized tax benefits, as well as interest received from
favorable settlements within income tax expense. We had $17, $20 and $20 accrued for the payment of interest and
penalties associated with unrecognized tax benefits at December 31, 2014, 2013 and 2012, respectively.
In the U.S., with the exception of ACS, we are no longer subject to U.S. federal income tax examinations for years
before 2009. ACS is no longer subject to such examinations for years before 2005. With respect to our major
foreign jurisdictions, we are no longer subject to tax examinations by tax authorities for years before 2003.
Deferred Income Taxes
We have not provided deferred taxes on approximately $8.5 billion of undistributed earnings of foreign subsidiaries
and other foreign investments carried at equity at December 31, 2014, as such undistributed earnings have been
determined to be indefinitely reinvested and we currently do not plan to initiate any action that would precipitate a
deferred tax impact. We do not believe it is practical to calculate the potential deferred tax impact, as there is a
significant amount of uncertainty with respect to determining the amount of foreign tax credits as well as any
additional local withholding tax and other indirect tax consequences that may arise from the distribution of these
earnings. In addition, because such earnings have been indefinitely reinvested in our foreign operations,
repatriation would require liquidation of those investments or a recapitalization of our foreign subsidiaries, the
impacts and effects of which are not readily determinable.
113
The tax effects of temporary differences that give rise to significant portions of the deferred taxes were as follows:
Deferred Tax Assets
Research and development
Post-retirement medical benefits
Net operating losses
Operating reserves, accruals and deferrals
Tax credit carryforwards
Deferred compensation
Pension
Other
Subtotal
Valuation allowance
Total
Deferred Tax Liabilities
Unearned income and installment sales
Intangibles and goodwill
Anticipated foreign repatriations
Other
Total
Total Deferred Taxes, Net
December 31,
2014
2013
$
475
341
531
318
579
286
672
177
3,379
(538)
2,841
$
883
$
1,161
50
154
2,248
$
647
310
597
374
694
268
431
87
3,408
(614)
2,794
959
1,253
55
53
2,320
593
$
474
$
$
$
$
$
The above amounts are classified as current or long-term in the Consolidated Balance Sheets in accordance with
the asset or liability to which they relate or, when applicable, based on the expected timing of the reversal. Current
deferred tax assets at December 31, 2014 and 2013 amounted to $382 and $209, respectively.
The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a
valuation allowance was recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not,
be realized in the future. The net change in the total valuation allowance for the years ended December 31, 2014
and 2013 was a decrease of $76 and $40, respectively. The valuation allowance relates primarily to certain net
operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have
concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.
Although realization is not assured, we have concluded that it is more-likely-than-not that the deferred tax assets,
for which a valuation allowance was determined to be unnecessary, will be realized in the ordinary course of
operations based on the available positive and negative evidence, including scheduling of deferred tax liabilities and
projected income from operating activities. The amount of the net deferred tax assets considered realizable,
however, could be reduced in the near term if actual future income or income tax rates are lower than estimated, or
if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary
differences.
At December 31, 2014, we had tax credit carryforwards of $579 available to offset future income taxes, of which $97
are available to carryforward indefinitely while the remaining $482 will expire 2015 through 2029 if not utilized. We
also had net operating loss carryforwards for income tax purposes of $1.1 billion that will expire 2015 through 2035,
if not utilized, and $2.0 billion available to offset future taxable income indefinitely.
Xerox 2014 Annual Report
114
Note 18 – Contingencies and Litigation
As more fully discussed below, we are involved in a variety of claims, lawsuits, investigations and proceedings
concerning: securities law; governmental entity contracting, servicing and procurement law; intellectual property
law; environmental law; employment law; the Employee Retirement Income Security Act (ERISA); and other laws
and regulations. We determine whether an estimated loss from a contingency should be accrued by assessing
whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing
our litigation and regulatory matters using available information. We develop our views on estimated losses in
consultation with outside counsel handling our defense in these matters, which involves an analysis of potential
results, assuming a combination of litigation and settlement strategies. Should developments in any of these
matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a
material accrual, or should any of these matters result in a final adverse judgment or be settled for significant
amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in
the period or periods in which such change in determination, judgment or settlement occurs.
Additionally, guarantees, indemnifications and claims arise during the ordinary course of business from relationships
with suppliers, customers and nonconsolidated affiliates when the Company undertakes an obligation to guarantee
the performance of others if specified triggering events occur. Nonperformance under a contract could trigger an
obligation of the Company. These potential claims include actions based upon alleged exposures to products, real
estate, intellectual property such as patents, environmental matters, and other indemnifications. The ultimate effect
on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the
final outcome of these claims. However, while the ultimate liabilities resulting from such claims may be significant to
results of operations in the period recognized, management does not anticipate they will have a material adverse
effect on the Company's consolidated financial position or liquidity. As of December 31, 2014, we have accrued our
estimate of liability incurred under our indemnification arrangements and guarantees.
Brazil Tax and Labor Contingencies
Our Brazilian operations are involved in various litigation matters and have received or been the subject of
numerous governmental assessments related to indirect and other taxes, as well as disputes associated with former
employees and contract labor. The tax matters, which comprise a significant portion of the total contingencies,
principally relate to claims for taxes on the internal transfer of inventory, municipal service taxes on rentals and
gross revenue taxes. We are disputing these tax matters and intend to vigorously defend our positions. Based on
the opinion of legal counsel and current reserves for those matters deemed probable of loss, we do not believe that
the ultimate resolution of these matters will materially impact our results of operations, financial position or cash
flows.
The labor matters principally relate to claims made by former employees and contract labor for the equivalent
payment of all social security and other related labor benefits, as well as consequential tax claims, as if they were
regular employees. As of December 31, 2014, the total amounts related to the unreserved portion of the tax and
labor contingencies, inclusive of related interest, amounted to approximately $817 with the decrease from
December 31, 2013 balance of approximately $933, primarily related to currency and closed cases partially offset
by interest. With respect to the unreserved balance of $817, the majority has been assessed by management as
being remote as to the likelihood of ultimately resulting in a loss to the Company. In connection with the above
proceedings, customary local regulations may require us to make escrow cash deposits or post other security of up
to half of the total amount in dispute. As of December 31, 2014 we had $135 of escrow cash deposits for matters we
are disputing, and there are liens on certain Brazilian assets with a net book value of $18 and additional letters of
credit of approximately $244, which include associated indexation. Generally, any escrowed amounts would be
refundable and any liens would be removed to the extent the matters are resolved in our favor. We routinely assess
all these matters as to probability of ultimately incurring a liability against our Brazilian operations and record our
best estimate of the ultimate loss in situations where we assess the likelihood of an ultimate loss as probable.
Litigation Against the Company
In re Xerox Corporation Securities Litigation: A consolidated securities law action (consisting of 17 cases) was
pending in the United States District Court for the District of Connecticut (the "Court"). Defendants were the
Company, Barry Romeril, Paul Allaire and G. Richard Thoman. The consolidated action was a class action on behalf
of all persons and entities who purchased Xerox Corporation common stock during the period October 22, 1998
through October 7, 1999 inclusive ("Class Period") and who suffered a loss as a result of misrepresentations or
omissions by Defendants as alleged by Plaintiffs (the “Class”). The Class alleged that in violation of Section 10(b)
115
and/or 20(a) of the Securities Exchange Act of 1934, as amended (1934 Act), and SEC Rule 10b-5 thereunder,
each of the defendants was liable as a participant in a fraudulent scheme and course of business that operated as a
fraud or deceit on purchasers of the Company’s common stock during the Class Period by disseminating materially
false and misleading statements and/or concealing material facts relating to the defendants’ alleged failure to
disclose the material negative impact that the April 1998 restructuring had on the Company’s operations and
revenues. The complaint further alleged that the alleged scheme: (i) deceived the investing public regarding the
economic capabilities, sales proficiencies, growth, operations and the intrinsic value of the Company’s common
stock; (ii) allowed several corporate insiders, such as the named individual defendants, to sell shares of privately
held common stock of the Company while in possession of materially adverse, non-public information; and
(iii) caused the individual plaintiffs and the other members of the purported class to purchase common stock of the
Company at inflated prices. The complaint sought unspecified compensatory damages in favor of the plaintiffs and
the other members of the purported class against all defendants, jointly and severally, for all damages sustained as
a result of defendants’ alleged wrongdoing, including interest thereon, together with reasonable costs and expenses
incurred in the action, including counsel fees and expert fees. In 2001, the Court denied the defendants’ motion for
dismissal of the complaint. The plaintiffs’ motion for class certification was denied by the Court in 2006, without
prejudice to refiling. In February 2007, the Court granted the motion of the International Brotherhood of Electrical
Workers Welfare Fund of Local Union No. 164, Robert W. Roten, Robert Agius ("Agius") and Georgia Stanley to
appoint them as additional lead plaintiffs. In July 2007, the Court denied plaintiffs’ renewed motion for class
certification, without prejudice to renewal after a pre-filing conference to identify factual disputes the Court would be
required to resolve in ruling on the motion. After that conference and Agius’s withdrawal as lead plaintiff and
proposed class representative, in February 2008 plaintiffs filed a second renewed motion for class certification. In
April 2008, defendants filed their response and motion to disqualify Milberg LLP as a lead counsel. On
September 30, 2008, the Court entered an order certifying the class and denying the appointment of Milberg LLP as
class counsel. Subsequently, on April 9, 2009, the Court denied defendants’ motion to disqualify Milberg LLP. On
November 6, 2008, the defendants filed a motion for summary judgment. On March 29, 2013, the Court granted
defendants' motion for summary judgment in its entirety. On April 26, 2013, plaintiffs filed a notice of appeal to the
United States Court of Appeals for the Second Circuit. On September 8, 2014, the Second Circuit affirmed the
District Court's decision dismissing the action. The deadline for plaintiffs to file a petition for certiorari before the
United States Supreme Court expired on December 8, 2014; no petition was filed. This matter is now closed.
State of Texas v. Xerox Corporation, Xerox State Healthcare, LLC, and ACS State Healthcare, LLC, a Xerox
Corporation: On May 9, 2014, the State of Texas, via the Texas Office of Attorney General (the “State”), filed a
lawsuit in the 53rd Judicial District Court of Travis County, Texas. The lawsuit alleges that Xerox Corporation, Xerox
State Healthcare, LLC, and ACS State Healthcare (collectively “Xerox” or “the Company”) violated the Texas
Medicaid Fraud Prevention Act in the administration of its contract with the Texas Department of Health and Human
Services (“HHSC”). The State alleges that the Company made false representations of material facts regarding the
processes, procedures, implementation, and results regarding the prior authorization of orthodontic claims. The
State seeks recovery of actual damages, two times the amount of any overpayments made as a result of unlawful
acts, civil penalties, pre- and post-judgment interest, and all costs and attorneys’ fees. The State references the
amount in controversy as exceeding hundreds of millions of dollars. Xerox filed its Answer in June, 2014 denying all
allegations. Xerox will continue to vigorously defend itself in this matter. We do not believe it is probable that we will
incur a material loss in excess of the amount accrued for this matter. In the course of litigation, we periodically
engage in discussions with plaintiff’s counsel for possible resolution of the matter. Should developments cause a
change in our determination as to an unfavorable outcome, or result in a final adverse judgment or settlement for a
significant amount, there could be a material adverse effect on our results of operations, cash flows and financial
position in the period in which such change in determination, judgment, or settlement occurs.
Guarantees, Indemnifications and Warranty Liabilities
Indemnifications Provided as Part of Contracts and Agreements
We are a party to the following types of agreements pursuant to which we may be obligated to indemnify the other
party with respect to certain matters:
• Contracts that we entered into for the sale or purchase of businesses or real estate assets, under which we
customarily agree to hold the other party harmless against losses arising from a breach of representations and
covenants, including obligations to pay rent. Typically, these relate to such matters as adequate title to assets
sold, intellectual property rights, specified environmental matters and certain income taxes arising prior to the
date of acquisition.
Xerox 2014 Annual Report
116
• Guarantees on behalf of our subsidiaries with respect to real estate leases. These lease guarantees may
remain in effect subsequent to the sale of the subsidiary.
• Agreements to indemnify various service providers, trustees and bank agents from any third-party claims
related to their performance on our behalf, with the exception of claims that result from third-party's own willful
misconduct or gross negligence.
• Guarantees of our performance in certain sales and services contracts to our customers and indirectly the
performance of third parties with whom we have subcontracted for their services. This includes indemnifications
to customers for losses that may be sustained as a result of the use of our equipment at a customer's location.
In each of these circumstances, our payment is conditioned on the other party making a claim pursuant to the
procedures specified in the particular contract and such procedures also typically allow us to challenge the other
party's claims. In the case of lease guarantees, we may contest the liabilities asserted under the lease. Further, our
obligations under these agreements and guarantees may be limited in terms of time and/or amount, and in some
instances, we may have recourse against third parties for certain payments we made.
Patent Indemnifications
In most sales transactions to resellers of our products, we indemnify against possible claims of patent infringement
caused by our products or solutions. In addition, we indemnify certain software providers against claims that may
arise as a result of our use or our subsidiaries', customers' or resellers' use of their software in our products and
solutions. These indemnities usually do not include limits on the claims, provided the claim is made pursuant to the
procedures required in the sales contract.
Indemnification of Officers and Directors
Our corporate by-laws require that, except to the extent expressly prohibited by law, we must indemnify Xerox
Corporation's officers and directors against judgments, fines, penalties and amounts paid in settlement, including
legal fees and all appeals, incurred in connection with civil or criminal action or proceedings, as it relates to their
services to Xerox Corporation and our subsidiaries. Although the by-laws provide no limit on the amount of
indemnification, we may have recourse against our insurance carriers for certain payments made by us. However,
certain indemnification payments (such as those related to "clawback" provisions in certain compensation
arrangements) may not be covered under our directors' and officers' insurance coverage. We also indemnify certain
fiduciaries of our employee benefit plans for liabilities incurred in their service as fiduciary whether or not they are
officers of the Company. Finally, in connection with our acquisition of businesses, we may become contractually
obligated to indemnify certain former and current directors, officers and employees of those businesses in
accordance with pre-acquisition by-laws and/or indemnification agreements and/or applicable state law.
Product Warranty Liabilities
In connection with our normal sales of equipment, including those under sales-type leases, we generally do not
issue product warranties. Our arrangements typically involve a separate full service maintenance agreement with
the customer. The agreements generally extend over a period equivalent to the lease term or the expected useful
life of the equipment under a cash sale. The service agreements involve the payment of fees in return for our
performance of repairs and maintenance. As a consequence, we do not have any significant product warranty
obligations, including any obligations under customer satisfaction programs. In a few circumstances, particularly in
certain cash sales, we may issue a limited product warranty if negotiated by the customer. We also issue warranties
for certain of our entry level products, where full service maintenance agreements are not available. In these
instances, we record warranty obligations at the time of the sale. Aggregate product warranty liability expenses for
the three years ended December 31, 2014 were $25, $28 and $29, respectively. Total product warranty liabilities as
of December 31, 2014 and 2013 were $11 and $14, respectively.
Other Contingencies
We have issued or provided the following guarantees as of December 31, 2014:
•
•
$455 for letters of credit issued to i) guarantee our performance under certain services contracts; ii) support
certain insurance programs; and iii) support our obligations related to the Brazil tax and labor contingencies.
$720 for outstanding surety bonds. Certain contracts, primarily those involving public sector customers, require
us to provide a surety bond as a guarantee of our performance of contractual obligations. Of this amount, $19 is
related to discontinued operations.
117
In general, we would only be liable for the amount of these guarantees in the event of default in our performance of
our obligations under each contract; the probability of which we believe is remote. We believe that our capacity in
the surety markets as well as under various credit arrangements (including our Credit Facility) is sufficient to allow
us to respond to future requests for proposals that require such credit support.
We have service arrangements where we service third-party student loans in the Federal Family Education Loan
program (FFEL) on behalf of various financial institutions. We service these loans for investors under outsourcing
arrangements and do not acquire any servicing rights that are transferable by us to a third-party. At December 31,
2014, we serviced a FFEL portfolio of approximately 2.7 million loans with an outstanding principal balance of
approximately $39.7 billion. Some servicing agreements contain provisions that, under certain circumstances,
require us to purchase the loans from the investor if the loan guaranty has been permanently terminated as a result
of a loan default caused by our servicing error. If defaults caused by us are cured during an initial period, any
obligation we may have to purchase these loans expires. Loans that we purchase may be subsequently cured, the
guaranty reinstated and the loans repackaged for sale to third parties. We evaluate our exposure under our
purchase obligations on defaulted loans and establish a reserve for potential losses, or default liability reserve,
through a charge to the provision for loss on defaulted loans purchased. The reserve is evaluated periodically and
adjusted based upon management’s analysis of the historical performance of the defaulted loans. As of
December 31, 2014, other current liabilities include reserves which we believe to be adequate. At December 31,
2014, other current liabilities include reserves of approximately $3 for losses on defaulted loans purchased. In
addition to potential purchase obligations arising from servicing errors, various laws and regulations applicable to
student loan borrowers could give rise to fines, penalties and other liabilities associated with loan servicing errors.
Note 19 - Preferred Stock
Series A Convertible Preferred Stock
We have issued 300,000 shares of Series A convertible perpetual preferred stock with an aggregate liquidation
preference of $300 and an initial fair value of $349. The convertible preferred stock pays quarterly cash dividends at
a rate of 8% per year ($24 per year). Each share of convertible preferred stock is convertible at any time, at the
option of the holder, into 89.8876 shares of common stock for a total of 26,966 thousand shares (reflecting an initial
conversion price of approximately $11.125 per share of common stock), subject to customary anti-dilution
adjustments.
On or after February 5, 2015, if the closing price of our common stock exceeds 130% of the then applicable
conversion price (currently $11.125 per share of common stock) for 20 out of 30 trading days, we have the right to
cause any or all of the convertible preferred stock to be converted into shares of common stock at the then
applicable conversion rate. The convertible preferred stock is also convertible, at the option of the holder, upon a
change in control, at the applicable conversion rate plus an additional number of shares determined by reference to
the price paid for our common stock upon such change in control. In addition, upon the occurrence of certain
fundamental change events, including a change in control or the delisting of Xerox's common stock, the holder of
convertible preferred stock has the right to require us to redeem any or all of the convertible preferred stock in cash
at a redemption price per share equal to the liquidation preference and any accrued and unpaid dividends to, but
not including, the redemption date. The convertible preferred stock is classified as temporary equity (i.e., apart from
permanent equity) as a result of the contingent redemption feature.
Note 20 – Shareholders’ Equity
Preferred Stock
As of December 31, 2014, we had one class of preferred stock outstanding. See Note 19 - Preferred Stock for
further information. We are authorized to issue approximately 22 million shares of cumulative preferred stock, $1.00
par value per share.
Common Stock
We have 1.75 billion authorized shares of common stock, $1.00 par value per share. At December 31, 2014, 113
million shares were reserved for issuance under our incentive compensation plans, 48 million shares were reserved
for debt to equity exchanges and 27 million shares were reserved for conversion of the Series A convertible
preferred stock.
Xerox 2014 Annual Report
118
Treasury Stock
We account for the repurchased common stock under the cost method and include such treasury stock as a
component of our common shareholder's equity. Retirement of treasury stock is recorded as a reduction of
Common stock and Additional paid-in capital at the time such retirement is approved by our Board of Directors.
The following provides cumulative information relating to our share repurchase programs from their inception in
October 2005 through December 31, 2014 (shares in thousands):
Authorized share repurchase programs
Share repurchase cost
Share repurchase fees
Number of shares repurchased
$
$
$
8,000
6,455
10
580,029
In 2014, the Board of Directors authorized an additional $1.5 billion in share repurchase bringing the total
cumulative authorization to $8 billion. As of December 31, 2014, approximately $1.5 billion of that authority
remained available.
The following table reflects the changes in Common and Treasury stock shares (shares in thousands):
Balance at December 31, 2011
Stock based compensation plans, net
Contributions to U.S. pension plan(1)
Acquisition of Treasury stock
Cancellation of Treasury stock
Balance at December 31, 2012
Stock based compensation plans, net
Acquisition of Treasury stock
Cancellation of Treasury stock
Conversion of 2014 9% Notes
Balance at December 31, 2013
Stock based compensation plans, net
Acquisition of Treasury stock
Cancellation of Treasury stock
Conversion of 2014 9% Notes
Balance at December 31, 2014
_____________________________
Common Stock
Shares
Treasury Stock
Shares
1,352,849
17,343
15,366
—
(146,862)
1,238,696
28,731
—
(58,102)
996
1,210,321
13,965
—
(100,928)
996
1,124,354
15,508
—
—
146,278
(146,862)
14,924
—
65,179
(58,102)
—
22,001
—
86,536
(100,928)
—
7,609
(1)
Refer to Note 16 - Employee Benefits Plans for additional information.
Stock-Based Compensation
We have a long-term incentive plan whereby eligible employees may be granted restricted stock units (RSUs),
performance shares (PSs) and non-qualified stock options. We grant stock-based awards in order to continue to
attract and retain employees and to better align employees' interests with those of our shareholders. Each of these
awards is subject to settlement with newly issued shares of our common stock. At December 31, 2014 and 2013, 50
million and 59 million shares, respectively, were available for grant of awards.
Stock-based compensation expense was as follows:
Stock-based compensation expense, pre-tax
$
Income tax benefit recognized in earnings
2014
Year Ended December 31,
2013
2012
$
91
35
$
90
34
125
48
Restricted Stock Units: Compensation expense is based upon the grant date market price. The compensation
expense is recorded over the vesting period, which is normally three years from the date of grant, based on
management's estimate of the number of shares expected to vest.
Performance Shares: Prior to 2014, we granted officers and selected executives PSs that vest contingent upon
meeting pre-determined Revenue, Earnings per Share (EPS) and Cash Flow from Operations targets. If the annual
119
actual results for Revenue exceed the stated targets and if the cumulative three-year actual results for EPS and
Cash Flow from Operations exceed the stated targets, then the plan participants have the potential to earn
additional shares of common stock. This overachievement cannot exceed 50% of the original grant.
Commencing in 2014, we expanded the PS program to include those employees who had previously been awarded
RSUs, and modified the program to remove the annual performance component. All PSs granted in 2014 will vest
contingent upon meeting cumulative goals for Revenue, EPS and Cash Flow from Operations over a three-year
performance period. As before, if actual results exceed the stated targets, then the participants have the potential to
earn additional shares of common stock: a maximum overachievement of 50% of the original grant for officers and
selected executives and a maximum of 25% of the original grant for all other participants. All PSs entitle the holder
to one share of common stock, payable after a three-year service period and the attainment of the stated goals.
The fair value of PSs is based upon the market price of our stock on the date of the grant. Compensation expense
is recognized over the vesting period, which is normally three years from the date of grant, based on management's
estimate of the number of shares expected to vest. If the stated targets are not met, any recognized compensation
cost would be reversed.
Employee Stock Options: With the exception of the conversion of ACS options in connection with the ACS
acquisition in 2010, we have not issued any new stock options associated with our employee long-term incentive
plan since 2004. All stock options previously issued under our employee long-term incentive plan were fully
exercised, cancelled or expired as of December 31, 2013.
There were 6,115 thousand and 14,199 thousand ACS options outstanding at December 31, 2014 and 2013,
respectively. The ACS options at December 31, 2014 generally expire within the next 3 years.
Summary of Stock-based Compensation Activity
(shares in thousands)
Shares
2014
2013
2012
Weighted
Average Grant
Date Fair
Value
Shares
Weighted
Average Grant
Date Fair
Value
Shares
Weighted
Average Grant
Date Fair
Value
Restricted Stock Units
Outstanding at January 1
Granted
Vested
Cancelled
Outstanding at December 31
Performance Shares
Outstanding at January 1
Granted
Vested
Cancelled
Outstanding at December 31
19,079
$
926
(6,934)
(874)
12,197
8,058
$
16,967
(2,404)
(1,900)
20,721
Stock Options
Outstanding at January 1
14,199
$
Granted
Canceled/expired
Exercised
Outstanding at December 31
Exercisable at December 31
—
(215)
(7,869)
6,115
6,115
9.62
12.30
10.33
8.55
9.50
9.15
12.28
10.68
11.07
11.36
6.95
—
6.95
6.92
7.00
7.00
30,414
$
610
(9,992)
(1,953)
19,079
14,536
$
1,839
(6,817)
(1,500)
8,058
33,732
$
—
(1,298)
(18,235)
14,199
12,164
9.19
9.09
8.43
8.77
9.62
8.74
7.97
8.03
8.82
9.15
6.86
—
6.53
6.82
6.95
7.06
33,784
$
13,033
(14,848)
(1,555)
30,414
9,763
$
5,193
—
(420)
14,536
50,070
$
—
(8,617)
(7,721)
33,732
28,676
8.70
7.82
6.89
8.97
9.19
9.21
7.87
—
8.96
8.74
6.98
—
8.58
5.69
6.86
6.95
In 2013, we deferred the annual grant of RSUs and PSs from July 1, 2013 to January 1, 2014. RSUs granted in
2013 represent off-cycle awards while PSs granted in 2013 represent overachievement shares associated with the
2010 PSs grant, which vested in 2013. On January 1, 2014, we granted 8,395 thousand PSs with a grant date fair
value of $12.17 per share (the deferral of the 2013 annual grant) and on July 1, 2014, we granted 8,518 thousand
PSs with a grant date fair value of $12.38 per share (the 2014 annual grant).
Xerox 2014 Annual Report
120
1.2
2.2
169
287
42
2.8
The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2014 was as
follows:
Awards
Restricted Stock Units
Performance Shares
Total
Unrecognized
Compensation
Remaining Weighted-
Average Vesting Period
(Years)
$
$
23
109
132
The aggregate intrinsic value of outstanding RSUs and PSs awards was as follows:
Awards
Restricted Stock Units
Performance Shares
December 31, 2014
$
Information related to stock options outstanding and exercisable at December 31, 2014 was as follows:
Aggregate intrinsic value
Weighted-average remaining contractual life (years)
$
42
$
2.8
Options
Outstanding
Exercisable
The total intrinsic value and actual tax benefit realized for vested and exercised stock-based awards was as follows:
December 31, 2014
December 31, 2013
December 31, 2012
Awards
Total
Intrinsic
Value
Cash
Received
Tax
Benefit
Total
Intrinsic
Value
Cash
Received
Tax
Benefit
Total
Intrinsic
Value
Cash
Received
Tax
Benefit
Restricted Stock Units
$
Performance Shares
Stock Options
85
30
42
$
— $
—
55
$
26
10
15
91
62
51
$
— $
—
124
30
22
19
$
117
$
— $
—
12
—
44
33
—
4
No Performance Shares vested in 2012 since the 2009 primary award grant that normally would have vested in
2012 was replaced with a grant of Restricted Stock Units with a market based condition and therefore were
accounted and reported for as Restricted Stock Units.
121
Note 21 – Other Comprehensive (Loss) Income
Other Comprehensive (Loss) Income is comprised of the following:
Translation Adjustments (Losses) Gains
$
(736) $
(734) $
(194) $
(185) $
104
$
113
Year Ended December 31,
2014
2013
2012
Pre-tax
Net of Tax
Pre-tax
Net of Tax
Pre-tax
Net of Tax
Unrealized (Losses) Gains:
Changes in fair value of cash flow hedges
losses
Changes in cash flow hedges reclassed to
earnings(1)
Other (losses) gains
Net Unrealized Gains (Losses)
Defined Benefit Plans (Losses) Gains
Net actuarial/prior service (losses) gains
Prior service amortization(2)
Actuarial loss amortization(2)
Fuji Xerox changes in defined benefit
plans, net(3)
Other gains (losses)(4)
(20)
36
(1)
15
(1,291)
(46)
121
40
106
(10)
26
(1)
15
(861)
(29)
83
40
105
Changes in Defined Benefit Plans (Losses)
Gains
(1,070)
(662)
Other Comprehensive (Loss) Income
(1,791)
(1,381)
(1)
(1)
Less: Other comprehensive loss
attributable to noncontrolling interests
Other Comprehensive (Loss) Income
Attributable to Xerox
_____________________________
(126)
(89)
123
3
—
729
(45)
260
23
(17)
950
756
(1)
86
3
—
483
(29)
172
23
(17)
632
447
(1)
(50)
(37)
—
(87)
(852)
(64)
190
(13)
(55)
(794)
(777)
—
(35)
(28)
—
(63)
(578)
(39)
124
(13)
(55)
(561)
(511)
—
$
(1,790) $
(1,380) $
757
$
448
$
(777) $
(511)
(1) Reclassified to Cost of sales - refer to Note 14 - Financial Instruments for additional information regarding our cash flow hedges.
(2) Reclassified to Total Net Periodic Benefit Cost - refer to Note 16 - Employee Benefit Plans for additional information.
(3) Represents our share of Fuji Xerox's benefit plan changes.
(4) Primarily represents currency impact on cumulative amount of benefit plan net actuarial losses and prior service credits in AOCL.
Accumulated Other Comprehensive Loss (AOCL)
AOCL is comprised of the following:
Cumulative translation adjustments
Other unrealized losses, net
Benefit plans net actuarial losses and prior service credits(1)
Total Accumulated Other Comprehensive Loss Attributable to Xerox
_____________________________
(1)
Includes our share of Fuji Xerox.
December 31,
2014
2013
2012
$
$
(1,743) $
(1,010) $
(22)
(2,394)
(37)
(1,732)
(4,159) $
(2,779) $
(826)
(37)
(2,364)
(3,227)
Xerox 2014 Annual Report
122
Note 22 – Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share of common stock (shares in
thousands):
Basic Earnings per Share:
Net income from continuing operations attributable to Xerox
Accrued dividends on preferred stock
Net Income From Continuing Operations Available to Common
Shareholders
Net (loss) income from discontinued operations attributable to Xerox
Adjusted Net Income Available to Common Shareholders
Weighted-average common shares outstanding
Basic Earnings (Loss) per Share:
Continuing operations
Discontinued operations
Basic Earnings per Share
Diluted Earnings per Share:
Net income from continuing operations attributable to Xerox
Accrued dividends on preferred stock
Interest on Convertible Securities, net
Adjusted Net Income From Continuing Operations Available to
Common Shareholders
Net (loss) income from discontinued operations attributable to Xerox
Adjusted Net Income Available to Common Shareholders
Weighted-average common shares outstanding
Common shares issuable with respect to:
Stock options
Restricted stock and performance shares
Convertible preferred stock
Convertible securities
Adjusted Weighted Average Common Shares Outstanding
Diluted Earnings (Loss) per Share:
Continuing operations
Discontinued operations
Diluted Earnings per Share
Year Ended December 31,
2014
2013
2012
1,084
$
(24)
1,060
$
(115)
945
$
1,139
$
(24)
1,115
$
20
1,135
$
1,152
(24)
1,128
43
1,171
1,154,365
1,225,486
1,302,053
0.92
$
(0.10)
0.82
$
0.91
0.02
0.93
$
$
1,084
$
1,139
$
—
—
1,084
$
(115)
969
$
—
1
1,140
$
20
1,160
$
0.87
0.03
0.90
1,152
(24)
1
1,129
43
1,172
1,154,365
1,225,486
1,302,053
2,976
14,256
26,966
—
5,401
13,931
26,966
1,743
4,335
20,804
—
1,992
1,198,563
1,273,527
1,329,184
0.90
$
(0.09)
0.81
$
0.89
0.02
0.91
$
$
0.85
0.03
0.88
$
$
$
$
$
$
$
$
$
$
The following securities were not included in the computation of diluted earnings per share as they were either contingently issuable
shares or shares that if included would have been anti-dilutive (shares in thousands):
Stock Options
Restricted stock and performance shares
Convertible preferred stock
Total Anti-Dilutive Securities
3,139
17,987
—
21,126
8,798
12,411
—
21,209
29,397
23,430
26,966
79,793
Dividends per Common Share
$
0.25
$
0.23
$
0.17
Note 23 – Subsequent Event
In January 2015, we completed the acquisition of Intrepid Learning Solutions, Inc. (Intrepid), a Seattle-based
company, for $28 in cash. Intrepid provides outsourced learning services primarily in the aerospace manufacturing
and technology industries. The acquisition of Intrepid will solidify the position of Xerox's Learning Services unit as a
leading provider of end-to-end outsourced learning services, and will also add key vertical market expertise in the
aerospace industry.
123
QUARTERLY RESULTS OF OPERATIONS (Unaudited)
(in millions, except per-share data)
2014 (1)
Revenues
Costs and Expenses
Income before Income Taxes and Equity Income
Income tax expense
Equity in net income of unconsolidated affiliates
Income from Continuing Operations
Income (loss) from discontinued operations, net of tax
Net Income
Less: Net income - noncontrolling interests
Net Income Attributable to Xerox
Basic Earnings per Share(2):
Continuing operations
Discontinued operations
Total Basic Earnings per Share
Diluted Earnings per Share(2):
Continuing operations
Discontinued operations
Total Diluted Earnings per Share
2013 (1)
Revenues
Costs and Expenses
Income before Income Taxes and Equity Income
Income tax expense
Equity in net income of unconsolidated affiliates
Income from Continuing Operations
Income (loss) from discontinued operations, net of tax
Net Income
Less: Net income - noncontrolling interests
Net Income Attributable to Xerox
Basic Earnings per Share(2):
Continuing operations
Discontinued operations
Total Basic Earnings per Share:
Diluted Earnings per Share(2):
Continuing operations
Discontinued operations
Total Diluted Earnings per Share
_________________
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
$
4,771
$
4,941
$
4,795
$
5,033
$
19,540
4,500
271
42
42
4,640
301
73
33
4,509
286
66
44
4,685
348
78
41
18,334
1,206
259
160
271
$
261
$
264
$
311
$
1,107
15
11
8
(149)
(115)
286
$
272
$
272
$
162
$
5
6
6
6
281
$
266
$
266
$
156
$
0.22
$
0.21
$
0.22
$
0.26
$
0.01
0.01
0.01
(0.13)
0.23
$
0.22
$
0.23
$
0.13
$
0.22
$
0.21
$
0.21
$
0.26
$
0.01
0.01
0.01
(0.13)
0.23
$
0.22
$
0.22
$
0.13
$
992
23
969
0.92
(0.10)
0.82
0.90
(0.09)
0.81
4,857
$
5,042
$
4,900
$
5,207
$
20,006
4,571
286
46
47
4,728
314
61
36
4,583
317
79
43
4,881
326
67
43
18,763
1,243
253
169
287
$
289
$
281
$
302
$
1,159
13
(12)
10
9
20
300
$
277
$
291
$
311
$
1,179
4
6
5
5
20
296
$
271
$
286
$
306
$
1,159
0.23
$
0.23
$
0.22
$
0.24
$
0.01
(0.01)
0.01
0.01
0.24
$
0.22
$
0.23
$
0.25
$
0.22
$
0.22
$
0.21
$
0.23
$
0.01
(0.01)
0.01
0.01
0.23
$
0.21
$
0.22
$
0.24
$
0.91
0.02
0.93
0.89
0.02
0.91
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(1) All periods have been revised to reflect our Discontinued Operations. Refer to Note 4 - Divestitures in our Consolidated Financial
Statements, which is incorporated here by reference, for additional information.
(2)
The sum of quarterly earnings per share may differ from the full-year amounts due to rounding, or in the case of diluted earnings per
share, because securities that are anti-dilutive in certain quarters may not be anti-dilutive on a full-year basis.
Xerox 2014 Annual Report
124
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Management's Responsibility for Financial Statements
Our management is responsible for the integrity and objectivity of all information presented in this annual report.
The consolidated financial statements were prepared in conformity with accounting principles generally accepted in
the United States of America and include amounts based on management's best estimates and judgments.
Management believes the consolidated financial statements fairly reflect the form and substance of transactions
and that the financial statements fairly represent the Company's financial position and results of operations.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly
with the independent auditors, PricewaterhouseCoopers LLP, the internal auditors and representatives of
management to review accounting, financial reporting, internal control and audit matters, as well as the nature and
extent of the audit effort. The Audit Committee is responsible for the engagement of the independent auditors. The
independent auditors and internal auditors have access to the Audit Committee.
Disclosure Controls and Procedures
The Company’s management evaluated, with the participation of our principal executive officer and principal
financial officer, or persons performing similar functions, the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial
officer have concluded that, as of the end of the period covered by this report, our disclosure controls and
procedures were effective to ensure that information we are required to disclose in the reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and forms relating to Xerox
Corporation, including our consolidated subsidiaries, and was accumulated and communicated to the Company’s
management, including the principal executive officer and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in the rules promulgated under the Securities Exchange Act of 1934. Under the supervision
and with the participation of our management, including our principal executive, financial and accounting officers,
we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Based on the above evaluation, management concluded that our internal control over financial reporting was
effective as of December 31, 2014.
The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which
appears in Part II, Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no
change identified in our internal control over financial reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
125
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding directors is incorporated herein by reference to the section entitled “Proposal 1 - Election
of Directors” in our definitive Proxy Statement (2015 Proxy Statement) to be filed pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended, for our Annual Meeting of Stockholders to be held on May 20, 2015.
The Proxy Statement will be filed within 120 days after the end of our fiscal year ended December 31, 2014.
The information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is
incorporated herein by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance”
of our 2015 Proxy Statement.
The information regarding the Audit Committee, its members and the Audit Committee financial experts is
incorporated by reference herein from the subsection entitled “Committee Functions, Membership and Meetings” in
the section entitled “Proposal 1 - Election of Directors” in our 2015 Proxy Statement.
We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and
principal accounting officer. The Finance Code of Conduct can be found on our website at: http://www.xerox.com/
investor and then clicking on Corporate Governance. Information concerning our Finance Code of Conduct can be
found under "Corporate Governance" in our 2015 definitive Proxy Statement and is incorporated here by reference.
Executive Officers of Xerox
The following is a list of the executive officers of Xerox, their current ages, their present positions and the year
appointed to their present positions.
Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual
meeting of shareholders, subject to the provisions of the By-Laws.
Name
Ursula M. Burns*
James A. Firestone
Jeffrey Jacobson
Kathryn A. Mikells
Robert K. Zapfel
Don H. Liu
Thomas J. Maddison
Herve Tessler
Joseph H. Mancini, Jr.
Age
56
60
55
49
60
53
51
51
56
* Member of Xerox Board of Directors
Present Position
Chairman of the Board and Chief Executive Officer
Executive Vice President;
President, Corporate Strategy & Asian Operations
Executive Vice President;
President, Technology Business
Executive Vice President and
Chief Financial Officer
Executive Vice President;
President, Services Business
Executive Vice President,
General Counsel and Secretary
Senior Vice President, Chief Human Resources Officer
Senior Vice President,
President, Corporate Operations
Vice President and Chief Accounting Officer
Year Appointed
to Present
Position
2010
2008
2014
2013
2014
2007
2010
2014
2013
Xerox
Officer
Since
1997
1998
2012
2013
2014
2007
2010
2010
2010
Each officer named above, with the exception of Jeffrey Jacobson, Robert Zapfel and Kathryn A. Mikells, has been
an officer or an executive of Xerox or its subsidiaries for at least the past five years.
Prior to joining Xerox in 2012, Mr. Jacobson was the Chairman, President and CEO of Presstek, Inc. from 2007 to
2012. Prior to that, he was a Corporate Vice President and the Chief Operating Officer - Graphic Communications
Group, of the Eastman Kodak Company from 2005 to 2007 and before that held various senior leadership positions
with Kodak Polychrome Graphics from 1998 to 2005.
Prior to joining Xerox in 2014, Mr. Zapfel was General Manager, North America, Global Technology Services, at
International Business Machines Corp. (IBM) from 2011 to 2013. Mr. Zapfel is a 35-year veteran of IBM who held a
host of senior leadership positions in Services, including head of IBM’s Global Technology Services business for the
Xerox 2014 Annual Report
126
Americas, head of its Global Delivery organization, and head of Strategy. He also ran the Travel and Transportation
and Financial Services verticals, as well as the services operations in Latin America. In addition, he ran IBM’s global
financing unit.
Prior to joining Xerox in 2013, Ms. Mikells was with ADT Corporation where she was Chief Financial Officer from
April 2012 to 2013. Prior to that she was Chief Financial Officer with Nalco and before that she held various senior
leadership roles during her 16 year career with UAL Corporation.
ITEM 11. EXECUTIVE COMPENSATION
The information included under the following captions under “Proposal 1-Election of Directors” in our 2015 definitive
Proxy Statement is incorporated herein by reference: “Compensation Discussion and Analysis”, “Summary
Compensation Table”, “Grants of Plan-Based Awards in 2014”, “Outstanding Equity Awards at 2014 Fiscal Year-
End”, “Option Exercises and Stock Vested in 2014”, “Pension Benefits for the 2014 Fiscal Year”, “Nonqualified
Deferred Compensation for the 2014 Fiscal Year”, “Potential Payments upon Termination or Change in Control”,
“Summary of Director Annual Compensation, "Compensation Committee Interlocks and Insider Participation” and
“Compensation Committee”. The information included under the heading “Compensation Committee Report” in our
2015 definitive Proxy Statement is incorporated herein by reference; however, this information shall not be deemed
to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C, or to the liabilities
of Section 18 of the Exchange Act of 1934, as amended.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information regarding security ownership of certain beneficial owners and management and securities authorized
for issuance under equity compensation plans is incorporated herein by reference to the subsections entitled
“Ownership of Company Securities,” and “Equity Compensation Plan Information” under “Proposal 1- Election of
Directors” in our 2015 definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions is incorporated herein by reference to the
subsection entitled “Certain Relationships and Related Person Transactions” under “Proposal 1- Election of
Directors” in our 2015 definitive Proxy Statement. The information regarding director independence is incorporated
herein by reference to the subsections entitled “Corporate Governance” and “Director Independence” in the section
entitled “Proposal 1 - Election of Directors” in our 2015 definitive Proxy Statement.
ITEM 14. PRINCIPAL AUDITOR FEES AND SERVICES
The information regarding principal auditor fees and services is incorporated herein by reference to the section
entitled “Proposal 2 - Ratification of Election of Independent Registered Public Accounting Firm” in our 2015
definitive Proxy Statement.
127
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
(1) Index to Financial Statements and Financial Statement Schedule, incorporated by reference or filed as part
of this report:
Report of Independent Registered Public Accounting Firm including Report on Financial Statement
Schedule;
Consolidated Statements of Income for each of the years in the three-year period ended December 31,
2014;
Consolidated Statements of Comprehensive Income for each of the years in the three-year period
ended December 31, 2014;
Consolidated Balance Sheets as of December 31, 2014 and 2013;
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December
31, 2014;
Consolidated Statements of Shareholders' Equity for each of the years in the three-year period ended
December 31, 2014;
Notes to the Consolidated Financial Statements;
Schedule II - Valuation and Qualifying Accounts for the three years ended December 31, 2014; and
All other schedules are omitted as they are not applicable, or the information required is included in the
financial statements or notes thereto.
(2) Supplementary Data:
Quarterly Results of Operations (unaudited); and
Five Years in Review.
(3) The exhibits filed herewith or incorporated herein by reference are set forth in the Index of Exhibits
included herein.
(b)
The management contracts or compensatory plans or arrangements listed in the “Index of Exhibits” that
are applicable to the executive officers named in the Summary Compensation Table which appears in
Registrant's 2015 Proxy Statement or to our directors are preceded by an asterisk (*).
Xerox 2014 Annual Report
128
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
XEROX CORPORATION
/s/ URSULA M. BURNS
Ursula M. Burns
Chairman of the Board and
Chief Executive Officer
February 24, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the date indicated.
February 24, 2015
Signature
Title
Chairman of the Board, Chief Executive Officer and Director
Executive Vice President and Chief Financial Officer
Vice President and Chief Accounting Officer
Director
Director
Director
Director
Director
Director
Director
Principal Executive Officer:
/S/ URSULA M. BURNS
Ursula M. Burns
Principal Financial Officer:
/S/ KATHRYN A. MIKELLS
Kathryn A. Mikells
Principal Accounting Officer:
/S/ JOSEPH H. MANCINI, JR.
Joseph H. Mancini, Jr.
/S/ RICHARD J. HARRINGTON
Richard J. Harrington
/S/ WILLIAM CURT HUNTER
William Curt Hunter
/s/ ROBERT J. KEEGAN
Robert J. Keegan
/S/ CHARLES PRINCE
Charles Prince
/S/ ANN N. REESE
Ann N. Reese
/s/ SARA MARTINEZ TUCKER
Sara Martinez Tucker
/S/ MARY AGNES WILDEROTTER
Mary Agnes Wilderotter
129
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
For the three years ended December 31, 2014
(in millions)
2014 Allowance for Losses:
Accounts Receivable
Finance Receivables
2013 Allowance for Losses:
Accounts Receivable
Finance Receivables
2012 Allowance for Losses:
Accounts Receivable
Finance Receivables
$
$
$
$
$
$
Balance
at beginning
of period
Additions
charged to
bad debt
provision (1)
Amounts
(credited)
charged to
other income
statement
accounts (1)
Deductions
and other, net
of recoveries (2)
Balance
at end
of period
112
154
266
108
170
278
102
201
303
$
$
$
$
$
$
$
$
$
20
33
53
39
81
120
$
$
44
75
119
$
(3) $
3
— $
(2) $
5
3
3
5
8
$
$
$
(41) $
(59)
(100) $
(33) $
(102)
(135) $
(41) $
(111)
(152) $
88
131
219
112
154
266
108
170
278
__________
(1) Bad debt provisions relate to estimated losses due to credit and similar collectibility issues. Other charges (credits) relate to adjustments to
reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.
(2) Deductions and other, net of recoveries primarily relates to receivable write-offs, but also includes the impact of foreign currency translation
adjustments and recoveries of previously written off receivables.
Xerox 2014 Annual Report
130
INDEX OF EXHIBITS
Document and Location
Restated Certificate of Incorporation of Registrant filed with the Department of State of the State
of New York on February 21, 2013.
Incorporated by reference to Exhibit 3(a) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2012. See SEC File Number 001-04471.
By-Laws of Registrant, as amended through May 21, 2009.
Incorporated by reference to Exhibit 3(b) to Registrant's Current Report on Form 8-K dated May
21, 2009 (filed May 28, 2009). See SEC File Number 001-04471.
Indenture dated as of December 1, 1991, between Registrant and Citibank, N.A., as trustee,
relating to unlimited amounts of debt securities, which may be issued from time to time by
Registrant when and as authorized by or pursuant to a resolution of Registrant's Board of
Directors (the “December 1991 Indenture”).
Incorporated by reference to Exhibit 4(a) to Registrant's Registration Statement Nos. 33-44597,
33-49177 and 33-54629. See SEC File Number 001-04471.
Instrument of Resignation, Appointment and Acceptance dated as of February 1, 2001, among
Registrant, Citibank, N.A., as resigning trustee, and Wilmington Trust Company, as successor
trustee, relating to the December 1991 Indenture.
Incorporated by reference to Exhibit 4(a)(2) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 filed on June 7, 2001. See SEC File Number 001-04471.
Instrument of Resignation, Appointment and Acceptance dated as of July 30, 2008, among
Registrant, Wilmington Trust Company, as prior trustee, Citibank,, N.A. as prior paying agent,
registrar and issuing and paying agent, and The Bank of New York Mellon, as successor trustee,
relating to the December 1991 Indenture.
Incorporated by reference to Exhibit 4(a)(3) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2008. See SEC File Number 001-04471.
Indenture, dated as of June 25, 2003, between Registrant and Wells Fargo, as trustee, relating to
unlimited amounts of debt securities which may be issued from time to time by Registrant when
and as authorized by or pursuant to a resolution of Registrant's Board of Directors (the “June 25,
2003 Indenture”).
Incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K dated June
25, 2003. See SEC File Number 001-04471.
Form of Third Supplemental Indenture, dated as of March 20, 2006, to the June 25, 2003
Indenture.
Incorporated by reference to Exhibit 4(b)(6) to Registrant's Current Report on Form 8-K dated
March 20, 2006. See SEC File Number 001-04471.
Form of Fourth Supplemental Indenture, dated as of August 18, 2006, to the June 25, 2003
Indenture.
Incorporated by reference to Exhibit 4(b)(7) to Registrant's Current Report on Form 8-K dated
August 18, 2006. See SEC File Number 001-04471.
Form of Sixth Supplemental Indenture, dated as of May 17, 2007 to the June 25, 2003 Indenture.
Incorporated by reference to Exhibit 4(b)(2) to Registrant's Registration Statement No.
333-142900. See SEC File Number 001-04471.
Form of Amended and Restated Credit Agreement dated as of March 18, 2014 between
Registrant and the Initial Lenders named therein, Citibank, N.A., as Administrative Agent, and
Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and BNP Paribas Securities Corp. as Joint Lead Arrangers and Joint Bookrunners
(the “Credit Agreement”).
Incorporated by reference to Exhibit 4(c) to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2014. See SEC File Number 001-04471.
Form of Indenture dated as of December 4, 2009 between Xerox Corporation and the Bank of
New York Mellon, as trustee, relating to an unlimited amount of senior debt securities.
Incorporated by reference to Exhibit 4(b)(5) to Post-Effective Amendment No. 1 to Registrant's
Registration Statement No. 333-142900. See SEC File Number 001-04471.
Indenture, dated as of June 6, 2005, by and between Affiliated Computer Services, Inc. (“ACS”)
as Issuer and The Bank of New York Trust Company, N.A. as Trustee (the “June 6, 2005
Indenture”).
3(a)
3(b)
4(a)(1)
4(a)(2)
4(a)(3)
4(b)(1)
4(b)(2)
4(b)(3)
4(b)(4)
4(c)
4(d)
4(e)(1)
131
4(e)(2)
4(e)(3)
4(f)
10
*10(a)(1)
*10(a)(2)
10(b)
10(c)
*10(d)(1)
*10(d)(2)
*10(d)(3)
*10(d)(4)
*10(e)(1)
Incorporated by reference to Exhibit 4.1 to ACS's Current Report on Form 8-K, filed June 6, 2005.
See SEC File Number 001-12665.
Second Supplemental Indenture, dated as of June 6, 2005, to the June 6, 2005 Indenture.
Incorporated by reference to Exhibit 4.3 to ACS's Current Report on Form 8-K, filed June 6, 2005.
See SEC File Number 001-12665.
Third Supplemental Indenture, dated as of February 5, 2010, to the June 6, 2005 Indenture
between Boulder Acquisition Corp., the successor to ACS, and The Bank of New York Trust
Company, N.A.
Incorporated by reference to Exhibit 4(j)(4) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2009. See SEC File Number 001-04471.
Instruments with respect to long-term debt where the total amount of securities authorized
thereunder does not exceed 10 percent of the total assets of Registrant and its subsidiaries on a
consolidated basis have not been filed. Registrant agrees to furnish to the Commission a copy of
each such instrument upon request.
The management contracts or compensatory plans or arrangements listed below that are
applicable to the executive officers named in the Summary Compensation Table which appears in
Registrant's 2015 Proxy Statement or to our directors are preceded by an asterisk (*).
Registrant's Form of Separation Agreement (with salary continuance) - February 2010.
Incorporated by reference to Exhibit 10(a)(1) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2009. See SEC File Number 001-04471.
Registrant's Form of Separation Agreement (without salary continuance) - February 2010.
Incorporated by reference to Exhibit 10(a)(2) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2009. See SEC File Number 001-04471.
[Reserved]
[Reserved]
Registrant's 2004 Equity Compensation Plan for Non-Employee Directors, as amended and
restated as of May 21, 2013 (“2004 ECPNED”).
Incorporated by reference to Exhibit 10(d)(1) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Form of Agreement under 2004 ECPNED.
Incorporated by reference to Exhibit 10(d)(2) to Registrant's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 2005. See SEC File Number 001-04471.
Form of Grant Summary under 2004 ECPNED.
Incorporated by reference to Exhibit 10(d)(3) to Registrant's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 2005. See SEC File Number 001-04471.
Form of DSU Deferral under 2004 ECPNED.
Incorporated by reference to Exhibit 10(d)(4) to Registrant's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 2005. See SEC File Number 001-04471.
Registrant's 2004 Performance Incentive Plan, as amended and restated as of May 24, 2012
("2012 PIP").
Incorporated by reference to Exhibit 10(e)(26) to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2012. See SEC File Number 001-04471.
*10(e)(2)
Performance Elements for 2012 Executive Long-Term Incentive Program (“2012 ELTIP”).
Incorporated by reference to Exhibit 10(e)(21) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011. See SEC File Number 001-04471.
*10(e)(3)
Form of Executive Long-Term Incentive Award under 2012 ELTIP (Performance Shares).
Incorporated by reference to Exhibit 10(e)(22) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011. See SEC File Number 001-04471.
*10(e)(4)
Form of Executive Long-Term Incentive Program Award Summary under 2012 ELTIP
(Performance Shares).
Incorporated by reference to Exhibit 10(e)(23) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011. See SEC File Number 001-04471.
*10(e)(5)
Form of Executive Long-Term Incentive Program Restricted Stock Unit Retention Award Summary
under 2012 ELTIP.
Xerox 2014 Annual Report
132
Incorporated by reference to Exhibit 10(e)(24) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011. See SEC File Number 001-04471.
*10(e)(6)
Form of Restricted Stock Unit Retention Award under 2012 ELTIP.
*10(e)(7)
*10(e)(8)
*10(e)(9)
Incorporated by reference to Exhibit 10(e)(25) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011. See SEC File Number 001-04471.
Annual Performance Incentive Plan for 2013.
Incorporated by reference to Exhibit 10(e)(17) to Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Performance Elements for 2013 Executive Long-Term Incentive Program ("2013 ELTIP").
Incorporated by reference to Exhibit 10(e)(24) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2012. See SEC File Number 001-04471.
Form of Executive Long-Term Incentive Award under 2013 ELTIP (Performance Shares).
Incorporated by reference to Exhibit 10(e)(25) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2012. See SEC File Number 001-04471.
*10(e)(10)
Form of Executive Long-Term Incentive Program Award Summary under 2013 ELTIP
(Performance Shares).
Incorporated by reference to Exhibit 10(e)(26) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2012. See SEC File Number 001-04471.
*10(e)(11)
Form of Executive Long-Term Incentive Program Restricted Stock Unit Retention Award Summary
under 2013 ELTIP.
Incorporated by reference to Exhibit 10(e)(24) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011. See SEC File Number 001-04471.
Form of Restricted Stock Unit Retention Award under 2013 ELTIP.
Incorporated by reference to Exhibit 10(e)(25) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2011. See SEC File Number 001-04471.
Amendment No. 1 dated as of December 11, 2013 to 2012 PIP.
Incorporated by reference to Exhibit 10(e)(23) to Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Annual Performance Incentive Plan for 2014.
Performance Elements for 2014 Executive Long-Term Incentive Plan.
Incorporated by reference to Exhibit 10(e)(25) to Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Form of Award Agreement under 2012 PIP (Performance Shares).
Incorporated by reference to Exhibit 10(e)(26) to Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Form of Award Summary under 2012 PIP (Performance Shares).
Incorporated by reference to Exhibit 10(e)(27) to Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Form of Award Agreement under 2012 PIP (Retention Restricted Stock Units).
Incorporated by reference to Exhibit 10(e)(28) to Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Form of Award Summary under 2012 PIP (Retention Restricted Stock Units).
Incorporated by reference to Exhibit 10(e)(29) to Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013. See SEC File Number 001-04471.
Annual Performance Incentive Plan for 2015 (“2015 APIP”)
Performance Elements for 2015 Executive Long-Term Incentive Program ("2015 ELTIP")
Form of Award Agreement under 2015 ELTIP (Performance Shares)
Form of Award Agreement under 2015 ELTIP (Retention Restricted Stock Units)
Letter Agreement dated March 19, 2014 between Registrant and Robert K.
Zapfel, Executive Vice President and President, Services of Registrant.
2004 Restatement of Registrant's Unfunded Supplemental Executive Retirement Plan, as
amended and restated December 4, 2007 (“2007 USERP”).
*10(e)(12)
*10(e)(13)
*10(e)(14)
*10(e)(15)
*10(e)(16)
*10(e)(17)
*10(e)(18)
*10(e)(19)
*10(e)(20)
*10(e)(21)
*10(e)(22)
*10(e)(23)
*10(f)
*10(g)(1)
133
*10(g)(2)
*10(g)(3)
*10(g)(4)
Incorporated by reference to Exhibit 10(g)(1) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2007. See SEC File Number 001-04471.
Amendment dated December 4, 2007 to Registrant's 2007 USERP.
Incorporated by reference to Exhibit 10(g)(2) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2007. See SEC File Number 001-04471.
Amendment No. 1 dated December 11, 2008 to Registrant's 2007 USERP.
Incorporated by reference to Exhibit 10(g)(3) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2008. See SEC File Number 001-04471.
Amendment No. 2 dated April 28, 2011 to Registrant's 2007 USERP.
Incorporated by reference to Exhibit 10(g)(4) to Registrant's Quarterly Report on Form 10-Q for
the Quarter ended June 30, 2011. See SEC File Number 001-04471.
*10(g)(5)
Amendment No. 3 dated December 7, 2011 to Registrant's 2007 USERP.
*10(h)
10(i)
*10(j)(1)
*10(j)(2)
*10(k)(1)
*10(k)(2)
*10(k)(3)
*10(l)
10(m)
*10(n)
10(o)
*10(p)
Incorporated by reference to Exhibit 10(g)(5) to Registrant's Current Report on Form 8-K dated
December 7, 2011. See SEC File Number 001-04471.
1996 Amendment and Restatement of Registrant's Restricted Stock Plan for Directors, as
amended through February 4, 2002.
Incorporated by reference to Exhibit 10(h) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2004. See SEC File Number 001-04471.
[Reserved]
Registrant's Universal Life Plan as amended and restated as of August 26, 2013.
Incorporated by reference to Exhibit 10(j)(1) to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2013. See SEC File Number 001-00471.
Participant Agreement for Registrant's Universal Life Plan.
Incorporated by reference to Exhibit 10(j)(2) to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2013. See SEC File Number 001-00471.
Registrant's Deferred Compensation Plan for Directors, as amended and restated December 5,
2007 (“DCPD”).
Incorporated by reference to Exhibit 10(k)(1) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2007. See SEC File Number 001-04471.
Amendment dated December 5, 2007 to DCPD.
Incorporated by reference to Exhibit 10(k)(2) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2007. See SEC File Number 001-04471.
Amendment No. 2 dated May 17, 2010 to DCPD.
Incorporated by reference to Exhibit 10(k)(3) to Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2010. See SEC File Number 001-04471.
Registrant's Deferred Compensation Plan for Executives, 2004 Restatement, as amended
through August 11, 2004.
Incorporated by reference to Exhibit 10(l) to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2004. See SEC File Number 001-04471.
Separation Agreement dated May 11, 2000 between Registrant and G. Richard Thoman, former
President and Chief Executive Officer of Registrant.
Incorporated by reference to Exhibit 10(n) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2005. See SEC File Number 001-04471.
Uniform Rule dated December 17, 2008 for all Deferred Compensation Promised by Registrant.
Incorporated by reference to Exhibit 10(r) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2008. See SEC File Number 001-04471.
2006 Technology Agreement, effective as of April 1, 2006, by and between Registrant and Fuji
Xerox Co., Ltd.
Incorporated by reference to Exhibit 99.1 to Registrant's Current Report on Form 8-K dated March
9, 2006. See SEC File Number 001-04471.**
Form of Severance Agreement entered into with various executive officers, effective October
2010.
Incorporated by reference to Exhibit 10(t) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2010. See SEC File Number 001-04471.
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134
*10(q)
*10(r)(1)
*10(r)(2)
*10(s)
*10(t)
*10(u)
*10(v)
12
21
23
31(a)
31(b)
32
101.CAL
101.DEF
101.INS
101.LAB
101.PRE
101.SCH
Senior Executive Agreement dated September 27, 2009 among ACS, Registrant and Lynn
Blodgett.
Incorporated by reference to Exhibit 10.2 to ACS's Current Report on Form 8-K dated September
27, 2009. See SEC File Number 001-12665.
Affiliated Computer Services, Inc. (“ACS”) 1997 Stock Incentive Plan (“ACS 1997 SIP”)
Incorporated by reference to Appendix D to ACS's Joint Proxy Statement on Schedule 14A, filed
November 14, 1997. See SEC File Number 001-12665.
Amendment No. 1 dated October 28, 2004 to ACS 1997 SIP.
Incorporated by reference to Exhibit 4.6 to ACS's Registration Statement on Form S-8, filed
December 6, 2005. See SEC File Number 001-12665.
ACS Amended and Restated 2007 Equity Incentive Plan.
Incorporated by reference to Exhibit 10.1 to ACS's Current Report on Form 8-K filed August 21,
2009. See SEC File Number 001-12665.
ACS 401(k) Supplemental Plan, effective as of July 1, 2000, as amended.
Incorporated by reference to Exhibit 10.15 to ACS's Annual Report on Form 10-K for the fiscal
year ended June 30, 2004. See SEC File Number 001-12665.
Letter Agreement dated March 25, 2013 between Registrant and Kathryn A. Mikells, Executive
Vice President and Chief Financial Officer of Registrant.
Incorporated by reference to Exhibit 10(f) to Registrant's Current Report on Form 8-K dated
March 26, 2013. See SEC File Number 001-04471.
Master Plan Amendment dated May 2, 2011 to Registrant-Sponsored Benefit
Plans.
Incorporated by reference to Exhibit 10(bb) to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended June 30, 2011. See SEC File Number 001-04471.
Computation of Ratio of Earnings to Fixed charges and the Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends.
Subsidiaries of Registrant.
Consent of PricewaterhouseCoopers LLP.
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
Certification of CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002.
XBRL Taxonomy Extension Calculation Linkbase.
XBRL Taxonomy Extension Definition Linkbase.
XBRL Instance Document.
XBRL Taxonomy Extension Label Linkbase.
XBRL Taxonomy Extension Presentation Linkbase.
XBRL Taxonomy Extension Schema Linkbase.
**Pursuant to the Freedom of Information Act and/or a request for confidential treatment filed with the Securities and Exchange Commission
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, the confidential portion of this material has been omitted and filed
separately with the Securities and Exchange Commission.
135
Inside
Inside
1 Letter to Shareholders
8 Board of Directors
1 Letter to Shareholders
8 Board of Directors
6 Financial Measures
9 Officers
6 Financial Measures
9 Officers
7 Non-GAAP Measures
10 FYI
7 Non-GAAP Measures
10 FYI
2014 Form 10-K Insert
2014 Form 10-K Insert
Financial Highlights
Financial Highlights
(in millions, except EPS)
(in millions, except EPS)
Total revenue
Total revenue
Equipment sales
Annuity revenue
Equipment sales
Annuity revenue
Net income from continuing operations – Xerox
Net income from continuing operations – Xerox
Adjusted net income* – Xerox
Adjusted net income* – Xerox
Diluted earnings per share from continuing operations
Diluted earnings per share from continuing operations
Adjusted earnings per share*
Adjusted earnings per share*
Net cash provided by operating activities
Net cash provided by operating activities
Adjusted operating margin*
Adjusted operating margin*
2014
$19,540
3,104
16,436
1,084
1,280
0.90
1.07
2,063
9.6%
2013
2014
$20,006
$19,540
3,358
16,648
1,139
1,328
0.89
1.04
2,375
9.0%
3,104
16,436
1,084
1,280
0.90
1.07
2,063
9.6%
2013
$20,006
3,358
16,648
1,139
1,328
0.89
1.04
2,375
9.0%
* See Non-GAAP Measures on Page 7 for the reconciliation of the difference between this financial measure that is not in compliance with Generally Accepted
* See Non-GAAP Measures on Page 7 for the reconciliation of the difference between this financial measure that is not in compliance with Generally Accepted
Accounting Principles (GAAP) and the most directly comparable financial measure calculated in accordance with GAAP.
Accounting Principles (GAAP) and the most directly comparable financial measure calculated in accordance with GAAP.
Note: Income Statement items have been revised for all periods to reflect our Discontinued Operations. Refer to Note 4 – Divestitures – in our Consolidated
Note: Income Statement items have been revised for all periods to reflect our Discontinued Operations. Refer to Note 4 – Divestitures – in our Consolidated
Financial Statements.
Financial Statements.
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Xerox Corporation
45 Glover Avenue
P.O. Box 4505
Norwalk, CT 06856-4505
United States
203.968.3000
www.xerox.com
Paper from responsible sources
2014
Annual Report
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