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Xerox Investor Handout Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 http://www.xerox.com/investor

Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

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Page 1: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Xerox Investor Handout

Xerox Strategy Overview

Quarter 2 2017 Earnings

As of Q3 2017

http://www.xerox.com/investor

Page 2: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to: our ability to address our business challenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax laws 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 contracts and applicable law; the risk that partners, subcontractors and software vendors will not perform in a timely, quality manner; 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; 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; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; our ability to manage changes in the printing environment and markets and expand equipment placements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with our employee pension and retiree health benefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; the risk that we do not realize all of the expected strategic and financial benefits from the separation and spin-off of our Business Process Outsourcing business; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of our 2016 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”). Xerox assumes no obligation to update anyforward-looking statements as a result of new information or future events or developments, except as required by law.

Forward Looking Statements

2

Page 3: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Fuji Xerox Co., Ltd. (“Fuji Xerox”) is a joint venture between Xerox Corporation and Fujifilm Holdings Corporation (“Fujifilm”) in which Xerox holds a noncontrolling 25% equity interest and Fujifilm holds the remaining equity interest. Given our status as a minority investor, we have limited contractual and other rights to information with respect to Fuji Xerox matters. On April 20, 2017, Fujifilm publicly announced it had formed an independent investigation committee (IIC) to conduct a review of the appropriateness of the accounting practices at Fuji Xerox’s New Zealand subsidiary. Fujifilm publicly announced that the IIC completed its review during the second quarter 2017 and identified additional adjustments from the amount initially disclosed by Fujifilm bringing the total aggregate adjustments to approximately JPY 40 billion (approximately $360 million based on the Yen/U.S. Dollar spot exchange rate at March 31, 2017 of 111.89). The increase in adjustments related to subsequent findings by the IIC in their investigation primarily related to misstatements at Fuji Xerox's Australian subsidiary, as well as certain other adjustments. We determined that our cumulative share of the revised amount of total adjustments identified as part of the investigation was approximately $90 million and impacted our fiscal years 2009 through 2017. Based on our procedures, as well as those performed by Fuji Xerox and Fujifilm, we concluded that the cumulative correction of the misstatements in our historical financial statements would have had a material effect on our current year consolidated financial statements. Accordingly, we concluded that we should revise our previously issued annual and interim consolidated financial statements for 2014, 2015 and 2016 and the first quarter of 2017 the next time they are filed. The Fujifilm audited financial statements were issued in Japan on July 31, 2017, and our review of this matter has been completed. However, at this time, we can provide no assurances relative to the outcome of any potential governmental investigations or any consequences thereof that may happen as a result of this matter.

For other related information, please visit the Company’s investor relations website at https://www.xerox.com/investor.

Forward Looking Statements

3

Page 4: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Strong global brand

#1 share in key segments

Global Market Leader

Strengthen

Workplace Solutions

Portfolio

Increase

participation in SMB

& mid-market

Expand market

leadership in MDS

Participate in

growing high-end

color market

Improving Revenue

Trajectory Over Time

4

Xerox Investment Proposition

Investment grade credit profile

Target >50% of FCF1

returned through dividends and share repurchase over time

Sustainable

Shareholder

Returns

Post Sale >75% of revenue

Strong free cash flow (FCF) 1

Capital-light business model

Strong Post Sale Driven

Cash Flow

Value creation driven by strong underlying cash flow generation, margin expansion

and improving longer-term revenue trajectory

$1.5B+ Strategic Transformation underway

Enables marginexpansion & investment

Disciplined Operator –

Leaner and more

competitive

1 Operating Margin and Free Cash Flow (FCF): see Non-GAAP Financial Measures.

Note: MDS = Managed Document Services; SMB = Small & Medium Business

Page 5: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

5

34%

12%38%

16%

60%

6%

23%

11%

Global Leader with a Strong, Diverse Business Profile

$10.8BRevenue

12.5%Operating Margin1,4

Financial Profile Post Sale Driven

Model

>75% of revenue post sale driven

Strategic Growth Mix

38%Strategic Growth Areas

Offering Mix2

Managed

Document

Services

Entry (A4)Mid-Range (A3)

High-End

Production

Geographic Mix

Canada

Europe

US$1,018M

Operating Cash Flow from

Continuing Operations

Developing

Markets

2016 Fuji Xerox3 joint venture revenue ~$10B

Note: all figures represent 2016 results1 Operating Margin: see Non-GAAP Financial Measures.2 Excludes Other revenue.3 Fuji Xerox operates in Japan, China, Australia, New Zealand, Vietnam and other areas of the Pacific Rim. 4 Adjusted operating profit and margins reflect a revision of financials that was presented with our Q2 17 earnings release to reflect the correction of Fuji Xerox misstatements in certain prior period financial statements.

Page 6: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Leading Positions in Large Markets with Growth Opportunities

$23B

$1B

$23B

$11B

$12B

$5B

$7B

$3B

6

1 Estimated 2016 total market size excluding Fuji Xerox territories. Source: IDC and Xerox internal analysis.2 A3 MFP and Production positioning based on equipment revenue market share.3 As recognized by Buyers Laboratory in 2014, 2015 and 2016.4 Digital packaging is a $0.6B market that is a subset of Production Color.

Note: CAGRs reflect 2016E – 2019E growth. SMB = Small & Medium Business; DO = Document Outsourcing; MFP = Multifunction Printer; MPS = Managed Print Services; LE = Large Enterprise; CPS = Centralized Print Services

~$85B Market1 Strategic Growth Areas

Large Enterprise

DO (MPS & CPS)

Workflow Auto.

SMB MPS

Production

Color

A4 MFPs

A3 MFPs

Single

Function

Printers

Managed

Document

Services

$21B

Graphic

Communications

& High-End

Production

$6B

Strengths2

#1 in large enterprise

MPS and Centralized

Print Services

Workplace

Solutions$35B A4 MFPs +3%

#1 in A3 MFPs

Broadest Industry Solutions

Portfolio3

#1 in production cut

sheet

(color & mono)

Production

Color+5%

Digital

Packaging4 +11%

Production

Mono

Ma

rke

t G

row

th

$3

8B

Gro

wth

Ma

rke

ts$

47

B M

atu

re M

ark

ets

Managed Print

Services+2%

LE

Workflow

Automation+13%

+7%

SMB

Page 7: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

$1,157

$930

2014 2015

Historical Performance

Free Cash Flow1,3

Free Cash Flow1,2 % Net Income

114% 113% 142%

$880

2016 SepYTD

7

1 Adjusted Operating Profit and Margin, Constant Currency (CC) and Free Cash Flow: see Non-GAAP Financial Measures.2 Adjusted operating profit and margins reflect a revision of financials that was presented with our Q2 17 earnings release to reflect the correction of Fuji Xerox misstatements in certain prior period financial statements.3 Free Cash Flow from Continuing Operations.

$M

$1,670

$1,435$1,351

2014 2015 2016

13.2% 12.5% 12.5%

Transaction Currency 1.1 pts (0.1) pts (0.5) pts

$12,679$11,465

$10,771

2014 2015 2016

% Y-o-Y Decline at CC1

(4.3%)(4.6%)(3.9%)

% Adjusted1,2 Operating Margin

0 pts (5) pts (2) pts

$M $M

TranslationCurrency

Revenue Adjusted1,2 Operating Profit

2016

Page 8: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

2017 Full-Year GuidanceRevenue: down mid-single digits CC2

Operating Margin2: 12.5 -13.5%

Adjusted2 Tax Rate: 25 – 28%

EPS1:

• GAAP $1.84 - $2.08

• Adjusted2,3 $3.20 - $3.44

Cash Flow from Continuing Ops:

• Operating Cash Flow $700M - $900M

• Free Cash Flow2 $525M - $725M

Revenue assumptions

• At recent exchange rates, translation currency an ~(1) pt impact

Operating Margin assumptions

• Strategic Transformation gross savings of $600M

• Negative transaction currency

Operating Cash Flow guidance includes

• ~$350M of Pension contributions

• ~$250M of Restructuring payments

Capital Deployment Plans

• ~$1.3B of debt reduction (complete)

• ~$280M dividend payments

• ~$175M of CAPEX

• ~$100M of M&A

• Unallocated: $100 - $300M (debt repayment, M&A and pension contributions)

• No planned share repurchases in 2017

1 EPS from Continuing Operations2 Constant Currency (CC), Operating Margin, Adjusted EPS, Adjusted Tax Rate and Free Cash Flow: see Non-GAAP Financial Measures3 Adjusted EPS to GAAP EPS differences include non-service retirement related costs, restructuring and related costs, amortization of intangibles,

other discrete, unusual or infrequent items

8

Page 9: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

2016 2017 Cumulative through2018

Clear Path to Achieving Transformation Program

Supply Chain &

Procurement

Delivery

Cost of

Production

Cumulative Gross Productivity & Cost Savings ($M)

Full transformation benefits recognized in 2018 and beyond, as productivity continues and flow through

of new product introductions are realized

9

Sources of Productivity and Cost Savings

Sales & Contracting

G&A

• Integrated supply chain

• Procurement

• MPS delivery

• Technical service

• Remote connectivity

• Manufacturing

• RD&E and design efficiency

• Sales productivity

• Pricing tools

• Real estate

• IT

• Finance

• Management structure

• Facilities

$1,500+

~$200

~$250

~$450

~$300

~$300

~$400+

~$1,150

~$550

Delivery

Cost of

Production

Sales &

Contracting

G&A

Supply Chain &

Procurement

~35% ~75% 100%

% Cumulative Phasing

90%+ already

achieved

Enables margin

expansion and

mitigates

revenue/currency

headwinds

Note: There is approximately $300 to $350M in traditional ongoing productivity included in gross productivity. MPS = Managed Print Services

Page 10: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

10

Strategy to Improve Revenue Trajectory

Managed Document Services

Graphic Communications

& High-End Production

WorkplaceSolutions

Increase share with strengthened product portfolio and expanded distribution capacity

Gain share in SMB through channel partner recruitment

Increase dedicated new logo sales coverage

Build upon leadership in color cut sheet while investing to capture growth in inkjet

A4 MFPs

Managed Print Services

Workflow Automation

Production Color

Digital Packaging

Invest in professional services offering and grow managed workflow solutions (i.e., industries and horizontals)

Bring extensive digital print & workflow expertise to the market

Note: SMB = Small & Medium Business; MFP = Multifunction Printer

Page 11: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Shifting Revenue Mix Towards Growth

11Note: SMB = Small & Medium Business

Gain share in A4

Capture growth in

managed document

services

Increase SMB coverage

Strategic Growth Areas

Extend leadership in

production color

38%

62%

Xerox 2016 Revenue Mix

45%

55%

Overall Market

50%50%

Xerox 2020 Revenue Mix

Mature Markets Growth Markets

Improves revenue mix ~3 points each year

Up 2% CC1, mix shift of 2 pts YOY

1 Constant Currency (CC): see Non-GAAP Financial Measures.

Page 12: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Note: Operating margin assumes neutral transaction currency in 2018 and 2019. Normalized operating cash flow assumes ~$100M restructuring payments and ~$250M pension contributions.

2018 2019+2017

Revenue

Trajectory

(at CC1)

Improves driven by new

products & Strategic

Growth Areas

acceleration

Down mid-single digits at

constant currency

Future Performance Expectations

Continued strong and expanding12.5 – 13.5%

Adjusted1

Operating

Margin

Sustained improvement

driven by new products

and Strategic Growth

Areas

12 1 Constant Currency (CC) and Adjusted Operating Margin: see Non-GAAP Financial Measures.

Operating

Cash FlowReturn to normalized operating cash flow of

$900M+ by 2019

$700 - $900M Operating

Cash Flow from

Continuing Operations

Page 13: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Strategic TransformationProgram Details

Page 14: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Strategic Transformation Will Drive Profit Growth

Post Sale &

Managed Services

SAG

Equipment

RD&E

4.9

2.9

0.5

2.0

$1.5B+ cumulative gross productivity by 2018

Delivery (~$450M)

Cost of Production (~$250M)

Sales & Contracting (~$300M)

G&A (~$300M)

Supply Chain & Procurement

(~$200M)

Contracting

Discipline

Consolidating MPS delivery and Technical

Service under one organizational structure

Capturing supplier productivity and reducing

manufacturing footprint

Introducing new pricing optimization tools

Reducing complexity / 30% reduction in

management layers

Integrating supply chain under one global

function

Key Productivity Levers~$10B Addressable Cost Base Examples of Initiatives

14 Note: There is approximately $300 to $350M in traditional ongoing productivity included in gross productivity. MPS = Managed Print Services

Page 15: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

We Are Off To a Fast Start

Actions to Transform Our Business

• Shifting primary organizational axis to geography (North America, International)

– Maintaining local customer focus while reducing matrix management

• Optimizing sales incentives and performance management

• Consolidating back-office support functions

• Rationalizing real estate portfolio

• Outsourcing consumables distribution to third party

• Combining equipment and parts warehouses

• Benchmarking supplier capabilities, competitiveness and re-bidding/re-contracting

major spend categories

De-layer organization

and streamline back-

office support

Improve supply chain

efficiency and reduce

procurement spend

Objective

Supply

Chain &

Procurement

Delivery

Sales &

Back Office

Improve Field Service and

Managed Print Services

delivery and productivity

• Workflow automation to increase remote solve rates

• Optimizing field resource footprint and tools to ensure more productive on-site

dispatches

• Leveraging existing near/right-shoring initiatives

15

Page 16: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Growing in Graphic Communications

and High-End Production

Strategic

Growth Planks

Strengthening our Workplace

Solutions Portfolio

Increasing Participation in SMB and

the Mid-Market

Expanding Market Leadership in

Managed Document Services

Page 17: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

17

Strengthening Xerox’s Workplace Solutions Portfolio

$23Bmaturing market

-5%CAGR ‘16-19

22%rank # 1

Source: 2016 CSI market forecast, IDC and Internal Xerox estimates. 2015 market share is based on equipment revenue share.

Platform Driven

Portfolio & MPS

Ready Technology

Benchmark Cost

Competitiveness

Newly enabled

Vertical Solutions

and Applications

Channel-ready platform

and expanding SMB

reach

Competitive Differentiators

A3 Multifunction Printers

Market Opportunity Market Growth Xerox Share

$12Bgrowing market

+3%CAGR ‘16-19

6%rank # 9

A4 Multifunction Printers

Market Opportunity Market Growth Xerox Share

Note: MFP = Multifunction Printer; MPS = Managed Print Services; SMB = Small & Medium Business

Gain share in the areas of market growthDefend and expand our leadership

Page 18: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

18

Xerox Connected Office for The Intelligent WorkplaceOne family of products and solutions

29 new products

Xerox® ConnectKey® Technology

Aggressive focus on expanded

routes to market with robust portfolio

Unified platform

Mobility MPS ready

Tablet-like interface

Improved cost structure

Secure Workflow

Largest launch in Xerox history in 2017

Industry’s largest solutions enabled portfolio

with consistent user experience from the

simplest A4 device to the most robust A3 MFP

Differentiated Xerox Workplace Solutions Portfolio

Note: MPS = Managed Print Services; MFP = Multifunction Printer

Page 19: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

$34B

(9)%

$10B

7%

$7B

7%

SMB Office Market Size and Growth

Non-ServicesBasic Print

Services

Managed

Print Services

$12B

3%

A4*

Increasing Participation in SMB and the Mid-Market

Note: CAGRs reflect 2016E-2019E growth. SMB = Small & Medium Business; MPS = Managed Print Services

*A4 is total market including SMB and Large Enterprise

SMB-focused portfolio and MPS support and

demand generation

Recruit & activate to grow our footprint in multi-brand

dealer channel among the 750 large dealers WW+

Become preferred channel partner through investment

in talent, infrastructure and partner programs

Acquire and integrate multi-brand channel via

Global Imaging Systems and European Channels

Source: 2016 CSI market forecast, IDC and Internal Xerox estimates19

Tremendous opportunity to more aggressively target the $20B worldwide multi-brand dealer market

Capture share of wallet: 75% of SMB market serviced by

indirect channels

Page 20: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

20

Growing in Graphic Communications & High-End Production Color

Note: CF = Continuous Feed Source: Internal Xerox CSI estimates; Smithers-Pira 2016. 2015 market share is based on equipment revenue share.

Capture new markets

Rialto 900 Roll

to Cut Sheet

Trivor 2400 SED

Continuous Feed

• CF inkjet: capture higher value page migration

• Expanded capabilities: through extensions to Rialto

and Trivor in 2017

• Digital packaging: bring our digital know-how

to the market growing at +11% CAGR

Target Areas for Growth

Leading in color cut sheet

• Continuous innovation: xerographic

and inkjet technologies

• Award-winning color cut sheet: expanded portfolio

with 5 new products in 2017

Brenva™ HD

Inkjet Press

Conversion to digital: only 3% of 50 trillion

pages are digital; conversion and inkjet

technology drive color digital market growth

Color CF Inkjet: attractive with a

$1.7B market and 10% CAGR

$5B +5%CAGR ‘16-19

29%rank # 1 in color

documents

Well Positioned for Leadership and Growth

Color Market Opportunity Color Market Growth Xerox Color Share

Capitalize on the Color Digital market growth opportunity

Xerox® iGen®

Page 21: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Expanding Market Leadership in Managed Document Services

Market Opportunity

Managed Document Services

24%Next closest competitor at 14%Rated by IDC, Gartner,

Quocirca & Infotrends

#1

Market Size Industry Recognition MPS Market Share Leader

$21B

SMBs

Market Size Growth

MPS $7B +7%

Large Enterprises

Market Size

MPS $6B

CPS $5B

Growth

+2%

flat

$3B

Workflow Automation

Market Size Growth

+13%

21 Source: IDC and Internal Xerox estimates for 2016

Note: CAGRs reflect 2016E – 2019E growth. MPS = Managed Print Services; CPS = Centralized Print Services; SMB = Small & Medium Business

Page 22: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

96B+Pages managed annually

~1,800Direct Sales Reps

MPS $6B

CPS $5BLarge Enterprise Market

Customer Base

Strengthening Leadership in Large Enterprise MPS and CPS

• Clear leader in large enterprise with differentiated

solutions and unmatched global delivery capabilities

• Best-in-class sales management process and tools

with sales coverage aligned by industry

• Building our professional services capabilities, with

over 100 dedicated consultants

• Investing in dedicated new business sales coverage

Capturing Large Enterprise GrowthOpportunity

Market Size

Digital

Transformation

Sales Force

8Industries served through

our workflow solutions

22Note: MPS = Managed Print Services; CPS = Centralized Print Services

Source: IDC and Internal Xerox estimates for 2016

Page 23: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

~1MSMB companies in our

target markets

$7BSMB Market

Growth Enablers

Channel Partners will Drive Xerox Growth in SMB MPS Market

Differentiated Service OfferingsDelivering Growth, Creating Value

Market Size

Served by Partners

Potential Customers

75%of SMB market is

served by indirect

channels

Unparalleled support for partners

Only OEM with vertically integrated tools,

technology, delivery and support

Expanding channel programs

MPS programs to include Office

Equipment Dealer and IT / VAR channels

Broad portfolio

Addresses full spectrum of SMB needs

23 Note: CAGRs reflect 2016E – 2019E growth. MPS = Managed Print Services; BPS = Basic Print Services; SMB = Small & Medium Business;

OEM = Original Equipment Manufacturers; VAR = Value Added Reseller

• New A4 products

• BPS to MPS

conversions

• Security features

Source: IDC and Internal Xerox estimates for 2016

Page 24: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Help knowledge workers

automate and simplify their

personal and office work

experience

Help organizations automate

and simplify key industry

specialized business

processes

Help enterprises automate and

simplify the flow of information

into high volume business

processes

Personal & Office

Productivity

Solutions

Broad Range of Workflow Solutions

24

Workflow Automation is a $3B market expected to grow at 13% annually

Note: CAGR reflects 2016E – 2019E growth.

Assess

and

Optimize

Secure

and

Integrate

• Online and offline content

access across all devices

• Team collaboration tools

(file sharing, edit tracking,

real time work)

• Enabling ad-hoc

workflows

Automate

and

Simplify

Managed Workflow

Services

• Hardcopy and electronic

capture

• Intelligent indexing, data

extraction and

processing

• Offsite large volume

scanning

Industry Workflow

Solutions

• Vertical and horizontal

process automation

solutions

• Digitally transforming

business processes

• Mobile and cloud

enabled with process

analytics

Customer-Managed Xerox-Managed

Page 25: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

~$1Bacross Xerox and Fuji Xerox

25

RD&E Spending

>1,500 U.S.Xerox and Fuji Xerox

2015 Patent Awards

World-Classincluding Palo Alto Research Centre

Research Talent

>40%were software, solutions and analytics

2015 Patent Filings

Improving the

productivity of work

High-end digital printing

for documents and beyond

• iGen folding carton

• Inkjet CF

• Cross-media marketing

• Inkjet for packaging

• Direct to object printing

• Managed print services

• Workflow automation

Breakthroughs in digital printing and the intelligent office to drive growth

• Automated workflow discovery

• Predictive analytics

Creating new markets with digital technologies

Printed electronics

Printed smart tags with analytics & real time multimedia

Intelligent assistants Digital workplace Augmented reality

Innovation at Xerox

enables our #1

market share

position for

29 consecutive

quarters

Market Share Source: Xerox Analysis of IDC Data; reflects equipment revenue share.

Note: CF = Continuous Feed

Page 26: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Additional Financial Information

Page 27: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Strong Post Sale Driven Business Model

• Signings and installs drive MIF and

market share

• Historic 5% equipment price declines

comprehended/offset by productivity

• Page volumes – stable decline

• Increasing portion of revenues in

Strategic Growth Areas will improve

revenue trajectory

• Majority of supplies revenue in

bundled contracts

Revenue

>75% Post Sale;

predictable, recurring revenue

• 3-year Strategic Transformation

program to deliver $1.5B+ in gross

productivity savings, supports:

- Margin expansion

- Modest growth investments

• Post Sale streams drive margin;

equipment margin positive (outside

Entry products)

• Transaction currency driven primarily

by Yen/Euro/USD

Profitability

Operating Margin1 12%+

for past 3 years

• Strong, stable post sale revenue

drives cash flow

• Strategic Transformation and modest

growth investments drive improved

profitability and cash flow

• Capital-light business model –

CAPEX less than 2% revenue

• Restructuring and pension impacts

moderate over time

Cash Flow

High visibility to

Free Cash Flow1

27Note: MIF = Machines in Field; CAPEX = Capital Expenditures (including Internal Use Software)

1 Operating Margin and Free Cash Flow: see Non-GAAP Financial Measures.

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Strategic Transformation Enables Operating Margin1 Expansion

28

12.5%

Transaction currency impact on costs a

variable factor

Measured re-investment of aportion of incremental savings

12.5% to

14.5%

2016 Revenue/Pricedeclines

Business as usualproductivity

TransactionCurrency

Incremental CostTransformation

Investments Near Term Target

1 Adjusted Operating Margin: see Non-GAAP Financial Measures.

Business as Usual

Productivity

Revenue/Price

Declines

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$3.9 $3.7

$3.4$2.6

FY 2015A FY 2016PF

Finance Debt

Core Debt

Investment Grade Capital StructureReported Debt ($B)

29

2015 2016

• Manage balance sheet to maintain an investment grade

profile; optimal for business model which includes

customer financing

Majority of pro forma debt supports customer

finance assets (at 7:1 leverage)

Manageable schedule of debt maturities well

matched to financing contract lengths

Core leverage managed to maintain investment

grade rating; incremental debt repayment planned

• Maintain a substantial liquidity position

• Generate significant free cash flow1 in support of capital

deployment objectives

Investment Grade Profile

1 Free Cash Flow: see Non-GAAP Financial Measures.

Debt Maturity Ladder ($B)

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Attractive Captive Financing Business

Customer Financing is a Business Strength

Maintain 7:1 debt to equity leverage ratio on

our finance assets

Finance Assets and Debt

• Differentiates and enhances Xerox’s value proposition

• Facilitates customer acquisition of Xerox technology

• Generates profitable revenue

• Enables control of assets

• Focuses on disciplined credit processes to ensure low

bad debt (<2% of finance receivables)

• Creates diverse customer, industry and geographic mix

through global reach and broad product portfolio

30

Quarter-End June 30, 2017

(in billions) Fin. Assets Debt Cash

Financing $ 4.2 $ 3.6

Core - 1.4

Total Xerox $ 4.2 $ 5.0 $ 1.2

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Strong and Sustainable Cash Flow Generation

• Profit expansion over time from margin expansion and

improving revenue trajectory

• Transformation efficiencies provide modest benefit to

working capital

• Near-term restructuring payments higher to facilitate

strategic transformation / normalize after 2018

• Pension contributions moderate after 2018

• Separation payments substantially complete in 2017

• Finance assets a modest source of cash

• CAPEX5 less than 2% of revenue

Illustrative Cash Flow ($M) Cash Flow Drivers

Pre-tax Income $924

Non-Cash Add-backs1 540

Restructuring Payments (79)

Pension Payments (301)

Working Capital, net2 (95)

Change in Finance Assets3 33

Other4 33

Operating Cash Flow (OCF) $1,055

(−) CAPEX5 148

Free Cash Flow (FCF)6 $907

(based on 2015)

Track record of strong cash generation driven by

post sale business model

31

1 Non-Cash Add-backs include depreciation & amortization excluding equipment on operating lease, provisions, stock-based compensation, pension expense, restructuring

charges and gain on sales of businesses and assets.2 Working Capital, net includes accounts receivable, collections of deferred proceeds from sales of receivables, accrued compensation and accounts payable and inventory.3 Includes equipment on operating leases and its related depreciation, finance receivables and collections on beneficial interest from sales of finance receivables.4 Includes other current and long-term assets and liabilities, derivative assets and liabilities, other operating, net and taxes.5 Capital Expenditures including Internal Use Software.6 Free Cash Flow: see Non-GAAP Financial Measures.

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Capital Allocation Priorities

Leverage Committed to maintaining investment grade credit rating

Return of

Capital

Dividend of $0.25 per share, $1.00 annualized (reflecting reverse stock-split effective June 14, 2017)

Modest share repurchase (after 2017) based on relative returns evaluation

Targeted

Investments

Continue capital-light business model with targeted CAPEX1 (less than 2% of revenue)

Selectively pursue M&A in targeted growth areas to improve portfolio mix and drive profit expansion

Target >50% of Free Cash Flow2 returned through dividends and share repurchases over time

32

We will apply a disciplined return on investment approach when deploying our cash flow

1 Capital Expenditures including Internal Use Software.2 Free Cash Flow: see Non-GAAP Financial Measures.

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Xerox has a track record of attractive and increasing dividends

– 16% CAGR over last 4 years

Xerox Dividend Policy

33

Dividend of $0.25 per share, $1.00 annualized (reflecting reverse stock-split effective June 14, 2017)

Expect future dividend increases driven by EPS and free cash flow1 growth

Committed to a strong dividend policy supported by our annuity driven cash flow

1 Free Cash Flow: see Non-GAAP Financial Measures

.

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Second Quarter 2017 Earnings

Jeff Jacobson, CEOBill Osbourn, CFO

August 1, 2017http://www.xerox.com/investor

Page 35: Xerox Investor Handout 2017. 8. 14. · Xerox Strategy Overview Quarter 2 2017 Earnings As of Q3 2017 ... Note: MDS = Managed Document Services; SMB = Small & Medium Business . 5 34%

Revenue

$2.57B, down 8.1% or 6.4% CC1

Equipment down 16.0% or 14.6% CC1

Post Sale down 5.7% or 3.9% CC1

Profitability

Adj1 operating margin: 13.3%, up 40 bps YOY

GAAP EPS2,3: 63 cents, down 12 cents YOY

Adj1 EPS3: 87 cents, down 11 cents YOY

Cash

Operating cash flow from continuing

operations: $343M, up $84M YOY

Free Cash Flow1: $322M

Ending Cash: $1.25B

Second-Quarter OverviewCost productivity and lower interest expense offset revenue declines

• EPS consistent with expectations; higher tax rate drives year-over-year decline

• Equipment & MDS revenue impacted by new product transition; post sale revenue stable

• Operating margin year-over-year expansion continues

• Solid operating cash flow

1 Constant Currency (CC), Adjusted Operating Margin, Adjusted EPS and Free Cash Flow: see Non-GAAP Financial Measures.

2 GAAP EPS from Continuing Operations.

3 EPS measure reflects one-for-four reverse stock split.

35

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36

Industry Recognition

• Numerous positive product reviews, including PC Magazine, ChannelProNetwork, Small Business Edge and Better Buys

• Keypoint Intelligence - Buyers Lab “Pacesetter” and “Summer Pick” awards

• Quocirca positioned Xerox as leader in worldwide managed print services for the eighth year

Second-Quarter Highlights

16 events in 14

cities

100+ prospective

channel partners

1500+ customers and

prospects

~7000 sales people (indirect and direct)

Global Launch EventsCustomer Reaction

• Customer and partner feedback overwhelmingly positive

• Initial wins across the globe

• Significant growth in apps

Channel Expansion

• GIS acquisition and 30+ new multi-brand dealers

• New marketing kits

• New productivity packs

• MPS accreditation program

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Financial Performance(in millions, except per share data)

P&L Measures Q2 2017 B/(W) YOY

Revenue $ 2,567 $ (226)

Operating Income – Adjusted1 342 (19)

Equity Income 20 (6)

Other Expenses, net 34 14

Net Income2 166 (30)

Net Income – Adjusted1 227 (30)

GAAP EPS2,3 0.63 (0.12)

EPS – Adjusted1,3 0.87 (0.11)

1 Adjusted Measures: see Non-GAAP Financial Measures.

2 Net Income and EPS from Continuing Operations attributable to Xerox.

3 EPS measure reflects one-for-four reverse stock split.

P&L Ratios (Adjusted1) Q2 2017 B/(W) YOY

Gross Margin 40.7% 0.5 pts

RD&E % 4.0% - pts

SAG % 24.3% (0.1) pts

Operating Income Margin 13.3% 0.4 pts

Tax Rate 27.0% (8.5) pts

37

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YOY Change

Q2 2017 AC CC3

Total Revenue $ 2,567 (8.1)% (6.4)%

North America 1,534 (7.3)% (6.9)%

International 895 (8.9)% (4.6)%

Other1 138 (12.1)% (12.1)%

Equipment Revenue $ 546 (16.0)% (14.6)%

Entry 92 (9.8)% (8.6)%

Mid-range 342 (17.6)% (16.3)%

High-end 106 (15.9)% (13.9)%

Other 6 N/M N/M

Managed Document Services2 $ 834 (6.0)% (3.9)%

Revenue Performance(in millions)

60%35%

5%

Total Revenue by Geographic Sales Channel

North America

International

Other

17%

63%

20%Equipment Sales Revenue

Entry

Mid-range

High-end

Managed Document Services2: 32% of Total Revenue

38

1 Other total revenue includes OEM business, sales to Fuji Xerox and licensing.

2 Managed Document Services (MDS) includes Managed Print Services (MPS) (including Global Imaging Systems MPS), Centralized Print

Services (CPS) and Workflow Automation and excludes Communication and Marketing Solutions (CMS).

3 Constant Currency (CC): see Non-GAAP Financial Measures.

1

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Key Performance Metrics

Strategic Growth Areas Installs Strategic Transformation

Second Quarter 2017

(% change YOY) Color B&W

Entry A4 MFPs2 24% 10%

Mid-Range2 (15)% (14)%

High-End2 (9)% (34)%

% Growth CC1

Q2 YOY TTM

Enterprise MDS $0.6B (6.5)% (5.3)%

A4 MFPs

MPS & Workflow Automation

Production Color

1% 39%

Jun YTD 2017 Results

YOY revenue

growth at CC1

2016 FY Gross Savings3 $550M

2017 Target $600M

Cumulative thru 2018 Target $1.5B+

YTD Restructuring $160M

FY Restructuring Target $225M

1 Constant Currency (CC): see Non-GAAP Financial Measures.2 Entry installations exclude OEM sales; Mid-range and High-end color installations exclude Fuji Xerox digital front-end sales.3 Gross savings are the year over year savings, assuming similar operating levels.

Signings

30%

17%20%

20%

13%Delivery

Cost of Production

Sales & Contracting

G&A

Supply Chain &Procurement

Sources of Productivity

2 pts

% of Revenue

in Strategic

Growth Areas

Mix shift YOY

39

Note: signings do not include GIS or Xerox

Partner Print Services results

Offering Focus Areas

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(8.0)%

(6.0)%

(4.0)%

(2.0)%

0.0%

1Q16 2Q16 3Q16 4Q16 1Q17 2Q17

-

0.20

0.40

0.60

0.80

1.00

1.20

1Q16 2Q16 3Q16 4Q16 1Q17 2Q17

Performance Trends

1 Constant Currency (CC), Adjusted Operating Margin and Adjusted EPS: see Non-GAAP Financial Measures.2 GAAP EPS from Continuing Operations.3 EPS measure reflects one-for-four reverse stock split.

Revenue (CC1) Adjusted1 Operating Margin Adjusted1 EPS3

$

YOY change at CC1

(4.7%) (3.4%) (4.1%) (5.0%) (4.3%) (6.4)%

Translation Currency

(2.1) pts (1.2) pts (1.5) pts (2.2) pts (1.9) pts (1.7) pts

Adjusted1 Operating Margin

10.4% 12.9% 12.6% 14.2% 11.2% 13.3%

Transaction Currency

(0.9) pts (0.3) pts (0.2) pts (0.7) pts (1.1) pts (1.0) pts

Adj1,3 $0.69 $0.98 $0.84 $1.00 $0.67 $0.87

GAAP2,3 $0.23 $0.75 $0.66 $0.70 $0.16 $0.63

Total Currency

$(0.08) $(0.02) $0.02 $(0.06) $(0.08) $(0.09)

40

13.3%12.9%

(6.4)%

(3.4)%

$0.87

$0.98

• Equipment revenue, impacted by product launch

timing, drove QOQ higher revenue decline

• Q2’17 margin within FY range of 12.5% to

13.5%

• Higher YOY tax rate a negative 9 cent

impact in Q2’17

(4.3)%

11.2%

$0.67

0.0%

4.0%

8.0%

12.0%

16.0%

1Q16 2Q16 3Q16 4Q16 1Q17 2Q17

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Cash Flow

Operating cash flow from continuing operations of $343M Q2, $533M H1

Continue to expect operating cash flow from continuing operations between $700 and $900 million FY

• Restructuring: $127M in H1, expect $250M FY

• Pension contributions: $46M in H1, expect $350M FY

Working Capital1 drives YOY increase

Capex2 of $21M in Q2, $47M H1

Cash used in Financing reflects dividend payments of $68 million

(in millions) Q2 2017 Q2 2016

Pre-tax Income from Continuing Ops $ 193 $ 191

Non-cash add-backs3 165 177

Restructuring payments (67) (24)

Pension Contributions (23) (34)

Working Capital, net1 (63) (120)

Change in Finance Assets4 92 30

Other5 46 39

Cash from Operations - Continuing Ops $ 343 $ 259

Cash used in Investing - Continuing Ops $ (77) $ (34)

Cash used in Financing $ (80) $ (87)

Memo: Free Cash Flow6 $ 322 $ 221

1 Working Capital, net includes accounts receivable, collections of deferred proceeds from sales of receivables, accounts payable and accrued compensation and inventory.2 CAPEX including Internal Use Software.3 Non-Cash Add-backs include depreciation & amortization excluding equipment on operating lease, provisions, stock-based compensation, defined benefit pension expense,

restructuring charges and gain on sales of businesses and assets.4 Includes equipment on operating leases and its related depreciation, finance receivables and collections on beneficial interest from sales of finance receivables.5 Includes other current and long-term assets and liabilities, derivative assets and liabilities, other operating, net, distributions from net income of unconsolidated affiliates and taxes.6 Free Cash Flow: see Non-GAAP Financial Measures.

41

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Capital Structure

Good progress optimizing capital structure post separation

Core debt level managed to maintain investment grade financial profile

>70% of Xerox debt supports finance assets

Quarter-End June 30, 2017

(in billions) Fin. Assets Debt Cash

Financing $ 4.2 $ 3.6

Core - 1.4

Total Xerox $ 4.2 $ 5.0 $ 1.2

Customer Financing and Debt

• Customer value proposition includes leasing of

Xerox equipment

• Maintain 7:1 debt to equity leverage ratio on

these finance assets

42

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Summary

Positioned in second half for improving

revenue with continued strong margins and

cash flow

• Driving profitability and supporting investments through

Strategic Transformation program

• Enabling progress on strategic growth initiatives; achieved

important milestone with product introduction

Focused on delivering

2017 commitments

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Appendix

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2017 Full-Year Guidance

Cash Flow from Continuing Ops

Operating Cash Flow $700M - $900M $700M - $900M

Free Cash Flow1 $525M - $725M $525M - $725M

1 Constant Currency (CC), Operating Margin, Adjusted EPS and Free Cash Flow: see Non-GAAP Financial Measures.2 EPS from Continuing Operations. Current GAAP range reflects an expected lower level of non-service retirement costs than originally anticipated

at the beginning of the year.3 Adjusted EPS to GAAP EPS differences include non-service retirement related costs, restructuring and related costs, amortization of intangibles,

as well as other discretely identified adjustments.

*Prior EPS guidance adjusted proportionally for the one-for-four reverse stock split.

P&L Current Prior*

Revenue Down mid-single digits CC1 Down mid-single digits CC1

Operating Margin1 12.5% – 13.5% 12.5% – 13.5%

GAAP EPS2 $1.84 - $2.08 $1.76 - $2.08

Adjusted EPS1,3 $3.20 - $3.44 $3.20 - $3.52

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Revenue Trend

(in millions) Q1 Q2 Q3 Q4 FY Q1 Q2 YTD

Total Revenue $2,615 $2,793 $2,629 $2,734 $10,771 $2,454 $2,567 $5,021

% Change (6.8)% (4.6)% (5.6)% (7.2)% (6.1)% (6.2)% (8.1)% (7.2)%

CC1 % Change (4.7)% (3.4)% (4.1)% (5.0)% (4.3)% (4.3)% (6.4)% (5.4)%

Post Sale2 $2,073 $2,143 $2,056 $2,080 $8,352 $1,952 $2,021 $3,973

% Change (5.7)% (4.2)% (3.9)% (5.5)% (4.8)% (5.8)% (5.7)% (5.8)%

CC1 % Change (3.3)% (2.9)% (2.2)% (3.2)% (2.9)% (3.9)% (3.9)% (3.9)%

Post Sale % Revenue 79% 77% 78% 76% 78% 80% 79% 79%

Equipment2 $542 $650 $573 $654 $2,419 $502 $546 $1,048

% Change (11.0)% (5.7)% (11.4)% (12.1)% (10.0)% (7.4)% (16.0)% (12.1)%

CC1 % Change (9.7)% (4.9)% (10.4)% (10.1)% (8.7)% (5.7)% (14.6)% (10.6)%

Memo:

OEM and CMS impact on Total Revenue

(0.3) pts (0.2) pts (0.6) pts (0.7) pts (0.4) pts (0.9) pts (0.6) pts (0.8) pts

1 Constant currency: see Non-GAAP Financial Measures.2 Equipment sales revenue in 2016 has been revised to reclassify certain GIS equipment sales to Other sales, which are included in Post Sale revenue.

2016

46

2017

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47

Non-GAAP Financial Measures

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48

Non-GAAP Financial Measures

We have reported our financial results in accordance with generally accepted accounting principles (GAAP). In addition, we have discussed our

financial results using the non-GAAP measures described below. We believe these non-GAAP measures allow investors to better understand the

trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported

amounts, determined in accordance with GAAP, to exclude the effects of certain items as well as their related income tax effects.

A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in

accordance with GAAP are set forth below as well as on our website at www.xerox.com/investor.

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.

Adjusted Earnings Measures

• Net income and Earnings per share (EPS)

• Effective tax rate

• Gross margin, RD&E and SAG (adjusted for non-service retirement-related costs only)

The above measures were adjusted for the following items:

• Amortization of intangible assets: 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. 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.

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49

Non-GAAP Financial Measures• Restructuring and related costs: Restructuring and related costs include restructuring and asset impairment charges as well as costs

associated with our Strategic Transformation program beyond those normally included in restructuring and asset impairment charges.

Restructuring consists of costs primarily related to severance and benefits paid to employees pursuant to formal restructuring and workforce

reduction plans. Asset impairment includes costs incurred for those assets sold, abandoned or made obsolete as a result of our restructuring

actions, exiting from a business or other strategic business changes. Additional costs for our Strategic Transformation program are primarily

related to the implementation of strategic actions and initiatives and include third-party professional service costs as well as one-time

incremental costs. All of these costs can vary significantly in terms of amount and frequency based on the nature of the actions as well as the

changing needs of the business. Accordingly, due to that significant variability, we will exclude these charges since we do not believe they

provide meaningful insight into our current or past operating performance nor do we believe they are reflective of our expected future operating

expenses as such charges are expected to yield future benefits and savings with respect to our operational performance.

• Non-service retirement-related costs: Our defined benefit pension and retiree health costs include several elements impacted by changes in

plan assets and obligations that are primarily driven by changes in the debt and equity markets as well as those that are predominantly legacy

in nature and related to employees who are no longer providing current service to the company (e.g. retirees and ex-employees). These

elements include (i) interest cost, (ii) expected return on plan assets, (iii) amortized actuarial gains/losses and (iv) the impacts of any plan

settlements/curtailments. Accordingly, we consider these elements of our periodic retirement plan costs to be outside the operational

performance of the business or legacy costs and not necessarily indicative of current or future cash flow requirements. Adjusted earnings will

continue to include the elements of our retirement costs related to current employee service (service cost and amortization of prior service cost)

as well as the cost of our defined contribution plans.

• Other discrete, unusual or infrequent items: In addition, during the first quarter of 2017 we also excluded the following additional items given the

discrete, unusual or infrequent nature of the items and their impact on our results for the period: 1) a loss on early extinguishment of debt; and

2) a benefit from the remeasurement of a tax matter related to a previously adjusted item. We believe the exclusion of these items allows

investors to better understand and analyze the results for the period as compared to prior periods and expected future trends in our business.

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50

Non-GAAP Financial Measures

Adjusted Operating Income/Margin

We also calculate and utilize operating income and margin earnings measures by adjusting our pre-tax income and margin amounts. In addition to

the costs noted for our Adjusted Earnings measures, operating income and margin also exclude other expenses, net. Other expenses, net is

primarily comprised of non-financing interest expense and also includes certain other non-operating costs and expenses. We exclude these

amounts in order to evaluate our current and past operating performance and to better understand the expected future trends in our business.

Operating income and margin also includes Equity in net income of unconsolidated affiliates. Equity in net income of unconsolidated affiliates

primarily reflects our 25% share of Fuji Xerox net income. We include this amount in our measure of operating income and margin as Fuji Xerox is

our primary intermediary to the Asia/Pacific market for distribution of Xerox branded products and services.

Constant Currency

To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of

foreign currencies into U.S. dollars. We refer to this adjusted revenue as “constant currency.” Management believes the constant currency

measure provides investors an additional perspective on revenue trends. Currency impact can be determined as the difference between actual

growth rates and constant currency growth rates.

Free Cash Flow

To better understand trends in our business, we believe that it is helpful to subtract amounts for capital expenditures (inclusive of internal use

software) from cash flows from continuing operations. Management believes this measure gives investors an additional perspective on cash flow

from operating activities in excess of amounts required for reinvestment. It provides a measure of our ability to fund acquisitions, dividends and

share repurchase. It is also used to measure our yield on market capitalization.

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51

Non-GAAP Financial Measures

Summary:

Management believes that all of these non-GAAP financial measures provide an additional means of analyzing the current period’s results against

the corresponding prior period’s 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.

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:

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52

Net Income and EPS reconciliation

(in millions, except per share amounts)

Net

Income

Diluted

EPS

Net

Income

Diluted

EPS

As Reported (1) $ 166 $ 0.63 $ 196 $ 0.75

Restructuring and related costs 40 47

Amortization of intangible assets 15 16

Non-service retirement-related costs 37 32

Income tax on adjustments (2) (34) (35)

Restructuring charges - Fuji Xerox 3 1

Adjusted 227$ $ 0.87 257$ $ 0.98

Dividends on preferred stock used in adjusted EPS calculation (3) $ - $ -

Weighted average shares for adjusted EPS (3) 263 262

Fully diluted shares at end of period (4) 263

(1) Net Income and EPS from continuing operations attributable to Xerox.

(3) For those periods that exclude the preferred stock dividend, the average shares for the calculations of diluted EPS include 7

million shares associated with our Series A or Series B convertible preferred stock, as applicable.

(4) Represents common shares outstanding at June 30, 2017 as well as shares associated with our Series B convertible preferred

stock plus dilutive potential common shares as used for the calculation of diluted earnings per share for the second quarter 2017.

Three Months Ended

June 30, 2017

Three Months Ended

June 30, 2016

(2) Refer to Effective Tax Rate reconciliation.

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53

EPS Guidance

FY 2017

GAAP EPS from Continuing Operations $1.84 - $2.08

Non-GAAP Adjustments 1.36

Adjusted EPS from Continuing Operations $3.20 - $3.44

Note: Adjusted EPS guidance excludes non-service retirement related costs, restructuring and related costs, amortization

of intangibles, as well as other discretely identified adjustments.

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54

Effective Tax Rate reconciliation

(in millions)

Pre-Tax

Income

Income

Tax

Expense

Effective

Tax Rate

Pre-Tax

Income

Income

Tax

Expense

Effective

Tax Rate

Reported (1) $ 193 $ 43 22.3% $ 191 $ 18 9.4%

Non-GAAP Adjustments (2) 92 34 95 35

Adjusted (3) $ 285 $ 77 27.0% $ 286 $ 53 18.5%

__________

(1) Pre-Tax Income and Income Tax Expense from continuing operations.

(2) Refer to Net Income and EPS reconciliations for details.

Three Months Ended

June 30, 2017

Three Months Ended

June 30, 2016

(3) The tax impact on the Adjusted Pre‐Tax Income from continuing operations is calculated under the same accounting principles

applied to the As Reported Pre-Tax Income under ASC 740, which employs an annual effective tax rate method to the results.

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55

Operating Income/Margin reconciliation

(1) Pre-Tax Income and revenue from continuing operations.

(2) Operating profit and margins reflect a revision of financials that was presented with our Q2 17 earnings release to

reflect the correction of Fuji Xerox misstatements in certain prior period financial statements.

(in millions) Profit Revenue Margin Profit Revenue Margin

Reported (1) 193$ 2,567$ 7.5% 191$ 2,793$ 6.8%

Adjustments:

Restructuring and related costs 40 47

Amortization of intangible assets 15 16

Non-service retirement-related costs 37 32

Equity in net income of unconsolidated affiliates 20 26

Restructuring Charges - Fuji Xerox 3 1

Other expenses, net 34 48

Adjusted 342$ 2,567$ 13.3% 361$ 2,793$ 12.9%

Three Months Ended June 30, 2017 Three Months Ended June 30, 2016

, (2)

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56

Operating Income/Margin reconciliation

(1) Pre-Tax Income and revenue from continuing operations.

(2) Operating profit and margins reflect a revision of financials that was presented with our Q2 17 earnings release to

reflect the correction of Fuji Xerox misstatements in certain prior period financial statements.

Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 Twelve Months Ended December 31, 2014

(in millions) Profit Revenue Margin Profit Revenue Margin Profit Revenue Margin

Reported (1) , (2) $ 568 $ 10,771 5.3% $ 924 $ 11,465 8.1% $ 1,090 $ 12,679 8.6%

Adjustments:

Restructuring and related costs 264 27 106

Amortization of intangible assets 58 60 65

Non-service retirement-related costs 131 116 79

Equity in net income of unconsolidated affiliates 127 109 142

Restructuring Charges - Fuji Xerox 3 4 3

Other expenses, net 200 195 185

Adjusted $ 1,351 $ 10,771 12.5% $ 1,435 $ 11,465 12.5% $ 1,670 $ 12,679 13.2%

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57

Free Cash Flow

(in millions) Q2 2017 Actual Q2 2016 Actual FY 2017 Estimated

Operating Cash Flow from Continuing Operations 343$ 259$ $ 700 - 900

Less: CAPEX (inclusive of Internal Use Software) (21) (38) (175)

Free Cash Flow from Continuing Operations 322$ 221$ $ 525 - 725

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58

Key Financial Ratios

(1) Revenue and costs from continuing operations.

(in millions)

Total Revenues $ 2,567 $ - $ 2,567 $ 2,793 $ - $ 2,793

Total Gross Profit 1,031 14 1,045 1,112 12 1,124

Post Sale Revenue 2,021 - 2,021 2,143 - 2,143

Post Sale Gross Profit 875 14 889 919 12 931

RD&E 106 (4) 102 119 (6) 113

SAG 643 (19) 624 691 (14) 677

Total Gross Margin 40.2 % 40.7 % 39.8 % 40.2 %

Post Sale Gross Margin 43.3 % 44.0 % 42.9 % 43.4 %

RD&E as a % of Revenue 4.1 % 4.0 % 4.3 % 4.0 %

SAG as a % of Revenue 25.0 % 24.3 % 24.7 % 24.2 %

As

Reported(1)

Non-service

retirement-

related costs

AdjustedAs

Reported(1)

Non-service

retirement-

related costs

Adjusted

Three Months Ended Three Months Ended

June 30, 2017 June 30, 2016

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