x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New York
|
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16-0468020
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(State of incorporation)
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(IRS Employer Identification No.)
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P.O. Box 4505, 45 Glover Avenue,
Norwalk, Connecticut 06856-4505
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(203) 968-3000
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(Address of principal executive offices)
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(Registrants telephone number, including area code)
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Title of each class
|
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Name of each exchange on which registered
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Common Stock, $1 par value
|
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New York Stock Exchange
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Chicago Stock Exchange
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Class
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Outstanding at January 31, 2016
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Common Stock, $1 par value
|
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1,012,898,377
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Document
|
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Part of Form 10-K in which Incorporated
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Xerox Corporation Notice of 2016 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)
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III
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Page
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships, Related Transactions and Director Independence
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Item 14.
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Principal Auditor Fees and Services
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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Signatures
|
.
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Schedule II
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Valuation and Qualifying Accounts
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Index of Exhibits
|
(1)
|
Market estimates are derived from third-party forecasts produced by firms such as Gartner and Nelson Hall, and include our internal assumptions.
|
•
|
The learning services unit of Seattle-based Intrepid Learning Solutions (announced in 2014, closed January 2015).
|
•
|
Healthy Communities Institute, a California-based company that helps hospitals and other health organizations manage population health.
|
•
|
RSA Medical, an Illinois-based provider of health assessment and risk management for members interacting with health and life insurance companies.
|
•
|
inVentiv Patient Access Solutions (iPAS), an inVentiv Health company that helps pharmaceutical companies drive product adoption and supports patients in minimizing or eliminating financial and reimbursement hurdles.
|
1.
|
Usable Analytics - Transform big data into useful information resulting in better business decisions:
|
2.
|
Agile Enterprise - Create simple, automated and touch-less business processes resulting in lower cost, higher quality and increased agility:
|
3.
|
Personalization @ Scale - Augment humans by providing secure, real-time, context-aware personalized products, solutions and services:
|
4.
|
Sustainable Enterprise and Society - Enhance the environmental and societal benefits of our offerings:
|
•
|
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.
|
•
|
Xerox Research Centre of Canada (XRCC):
Located in Mississauga, Ontario, Canada, XRCC brings materials to market through advances in organic materials chemistry, polymer processing, formulation design, prototyping and scale-up. Advanced materials, sustainable materials, printed electronics, additive manufacturing and continuous processes are among the current areas of exploration for XRCC researchers as they develop new competencies to meet the future needs of customers.
|
•
|
Xerox Research Centre 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 centre 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 Centre 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.
|
•
|
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:
|
•
|
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.
|
•
|
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 32 states and the District of Columbia. 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.
|
•
|
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 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 discussed 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.
|
•
|
New Operating Model:
We completed the transition to our new operating model based on industry business groups and global capabilities, including investment in management and sales resources and training.
|
•
|
Focus in Government Healthcare:
We narrowed our focus in Government Healthcare by limiting the scope of development and deployment of new platforms, including our Health Enterprise Medicaid information system.
|
•
|
Automation:
We continued to successfully deploy our automation solutions, which use software to perform rules-based, repeatable tasks freeing up people for higher-value activities, to differentiate our offerings, in areas such as toll processing within Transportation Services, claims processing in Commercial Healthcare and virtual agents in Customer Care.
|
•
|
Key Signings:
We signed large-scale deals, including one with the state of New York to implement a new Medicaid information system based on our federally certified solution in New Hampshire and one with the state of Florida to build a consolidated customer service system for processing highway toll transactions.
|
•
|
Customer Retention:
We increased our renewal rate by 3-percentage points in 2015 to a rate of 84%
.
|
•
|
Xerox Secure Print Manager Suite:
services to help integrate advanced print security, control, reporting and analytics capabilities
.
|
•
|
Xerox Digital Alternatives:
enables individuals and workgroups to complete multiple workflows within a single application without the need for paper
.
|
•
|
Xerox DocuShare 7.0:
an on-premise or in the cloud enterprise content management (ECM) and process automation solution.
|
•
|
Xerox Workflow Automation Solutions for Supply Chain Optimization:
a service based solution that improves the processes between a retailer’s head office, stores and back office operations
.
|
•
|
Xerox Workflow Automation Solutions for Loan Application Processing:
an automation of loan application review process using document capture, e-forms, e-signature, content management and workflow technologies
.
|
•
|
Xerox Workflow Automation Solutions for Health Records Information Management:
a solution that aggregates, manages and presents clinical healthcare data from diverse sources into a unified, configurable, easily accessed view: the Patient Window
.
|
•
|
Xerox Workflow Automation Solutions for Insurance:
workflow solutions for New Business Processing and Claims Processing
.
|
•
|
Xerox Workflow Automation Solutions for Human Resources
: three workflow solutions including HR Onboarding, Employee File Management and Policy and Procedure Administration
that provide HR personnel the information they need to better streamline their HR processes.
|
•
|
Xerox Workflow Automation Solutions for Finance & Accounting:
workflow solutions for Accounts Payable and Accounts Receivable
.
|
•
|
Next Generation Xerox Partner Print Services:
enabling Channel Partner expansion opportunities with Digital Alternatives, DocuShare 7.0, Client MPS Maturity Assessment and Demand Generation tools and solutions
.
|
•
|
The
Xerox Phaser 6022
and
WorkCentre 6027
(available worldwide) and the
Phaser 6020
and
WorkCentre 6025
(available in developing markets and Europe) represent a refresh of our personal class color
portfolio. These products deliver good value to single users or small work teams through small footprints, mobility features, fast print speeds and high quality output
.
|
•
|
Adding wireless and mobile printing capabilities to any Ethernet-compatible printer or MFP, the
Xerox Wireless Print Solutions Adapter
enables legacy devices compatibility with modern workflows. This pocket-sized adapter sits next to the device and integrates with Google Cloud Print, Wi-Fi Direct, NFC tap-to-pair and Apple AirPrint
.
|
•
|
The
Xerox ColorQube 8580
and
ColorQube 8880
solid ink printers continue to offer our customers a unique solid ink value with productive, waste-conscious printing solutions that deliver exceptional print quality
. Additionally they offer EnergyStar 2.0 certification and EPEAT Silver ratings
.
|
•
|
A free app, the
Xerox Print Service Plug-in for Android
offers Android users a simple printing workflow, much like Apple
®
AirPrint™ does for iOS
®
users
.
|
•
|
The
Xerox
®
Mobile Link App
allows workers that utilize both Android and iOS platforms to create personalized, one-touch workflows to automatically transmit documents to the cloud, fax, email or other destinations. One touch workflows are created once and saved as icons allowing users to easily repeat desired workflows
.
|
•
|
Building on an existing Xerox solution - and a
Buyer’s Lab Outstanding Mobile Solution for 2015 Pick -
Xerox
®
Mobile Print Cloud 3.0
was updated with Print from Email capability and enables direct connection to cloud printing without the need for
additional infrastructure.
|
ITEM 5.
|
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
New York Stock Exchange composite prices *
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
14.00
|
|
|
$
|
13.26
|
|
|
$
|
11.37
|
|
|
$
|
10.88
|
|
Low
|
|
12.59
|
|
|
10.64
|
|
|
9.49
|
|
|
9.29
|
|
||||
Dividends declared per share
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
|
$
|
12.44
|
|
|
$
|
12.92
|
|
|
$
|
14.05
|
|
|
$
|
14.32
|
|
Low
|
|
10.30
|
|
|
11.06
|
|
|
12.20
|
|
|
12.21
|
|
||||
Dividends declared per share
|
|
0.0625
|
|
|
0.0625
|
|
|
0.0625
|
|
|
0.0625
|
|
*
|
Price as of close of business.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
(Includes reinvestment of dividends)
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Xerox Corporation
|
|
$
|
100.00
|
|
|
$
|
70.46
|
|
|
$
|
61.75
|
|
|
$
|
112.78
|
|
|
$
|
131.00
|
|
|
$
|
103.09
|
|
S&P 500 Index
|
|
100.00
|
|
|
102.11
|
|
|
118.45
|
|
|
156.82
|
|
|
178.29
|
|
|
180.75
|
|
||||||
S&P 500 Information Technology Index
|
|
100.00
|
|
|
102.41
|
|
|
117.59
|
|
|
151.03
|
|
|
181.40
|
|
|
192.15
|
|
(a)
|
Securities issued on October 31,
2015
: Registrant issued
5,522
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, Stephen Rusckowski, Sara Martinez Tucker, and Mary Agnes Wilderotter.
|
(c)
|
The DSUs were issued at a deemed purchase price of
$9.635
per DSU (aggregate price
$53,204
), 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 involving a public offering.
|
|
Total Number of
Shares
Purchased
|
|
Average Price Paid per Share
(1)
|
|
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)
|
||||||
October 1 through 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
244,710,381
|
|
November 1 through 30
|
—
|
|
|
—
|
|
|
—
|
|
|
244,710,381
|
|
||
December 1 through 31
|
—
|
|
|
—
|
|
|
—
|
|
|
244,710,381
|
|
||
Total
|
—
|
|
|
|
|
—
|
|
|
|
(1)
|
Exclusive of fees and costs.
|
(2)
|
Of the cumulative $
8.0 billion
of share repurchase authority granted by our Board of Directors, exclusive of fees and expenses, approximately
$7.8 billion
has been used through
December 31, 2015
. 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.
|
|
Total Number of
Shares
Purchased
|
|
Average Price Paid per Share
(2)
|
|
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
|
|||
October 1 through 31
|
107,619
|
|
|
$
|
9.64
|
|
|
n/a
|
|
n/a
|
November 1 through 30
|
201
|
|
|
9.75
|
|
|
n/a
|
|
n/a
|
|
December 1 through 31
|
1,175
|
|
|
10.88
|
|
|
n/a
|
|
n/a
|
|
Total
|
108,995
|
|
|
|
|
|
|
|
(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.
|
|
|
2015
|
|
2014
(1)
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Per-Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.50
|
|
|
$
|
0.96
|
|
|
$
|
0.91
|
|
|
$
|
0.87
|
|
|
$
|
0.86
|
|
Diluted
|
|
0.49
|
|
|
0.94
|
|
|
0.89
|
|
|
0.85
|
|
|
0.84
|
|
|||||
Net Income Attributable to Xerox
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.42
|
|
|
0.86
|
|
|
0.93
|
|
|
0.90
|
|
|
0.92
|
|
|||||
Diluted
|
|
0.42
|
|
|
0.85
|
|
|
0.91
|
|
|
0.88
|
|
|
0.90
|
|
|||||
Common stock dividends declared
|
|
0.28
|
|
|
0.25
|
|
|
0.23
|
|
|
0.17
|
|
|
0.17
|
|
|||||
Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
18,045
|
|
|
$
|
19,540
|
|
|
$
|
20,006
|
|
|
$
|
20,421
|
|
|
$
|
20,638
|
|
Sales
|
|
4,748
|
|
|
5,288
|
|
|
5,582
|
|
|
5,827
|
|
|
6,265
|
|
|||||
Outsourcing, maintenance and rentals
|
|
12,951
|
|
|
13,865
|
|
|
13,941
|
|
|
13,997
|
|
|
13,741
|
|
|||||
Financing
|
|
346
|
|
|
387
|
|
|
483
|
|
|
597
|
|
|
632
|
|
|||||
Income from continuing operations
|
|
570
|
|
|
1,151
|
|
|
1,159
|
|
|
1,180
|
|
|
1,252
|
|
|||||
Income from continuing operations - Xerox
|
|
552
|
|
|
1,128
|
|
|
1,139
|
|
|
1,152
|
|
|
1,219
|
|
|||||
Net income
|
|
492
|
|
|
1,036
|
|
|
1,179
|
|
|
1,223
|
|
|
1,328
|
|
|||||
Net income - Xerox
|
|
474
|
|
|
1,013
|
|
|
1,159
|
|
|
1,195
|
|
|
1,295
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
|
$
|
1,431
|
|
|
$
|
2,798
|
|
|
$
|
2,825
|
|
|
$
|
2,363
|
|
|
$
|
1,531
|
|
Total Assets
|
|
24,817
|
|
|
27,658
|
|
|
29,036
|
|
|
30,015
|
|
|
30,116
|
|
|||||
Consolidated Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term debt and current portion of long-term debt
|
|
$
|
985
|
|
|
$
|
1,427
|
|
|
$
|
1,117
|
|
|
$
|
1,042
|
|
|
$
|
1,545
|
|
Long-term debt
|
|
6,382
|
|
|
6,314
|
|
|
6,904
|
|
|
7,447
|
|
|
7,088
|
|
|||||
Total Debt
(2)
|
|
7,367
|
|
|
7,741
|
|
|
8,021
|
|
|
8,489
|
|
|
8,633
|
|
|||||
Series A convertible preferred stock
|
|
349
|
|
|
349
|
|
|
349
|
|
|
349
|
|
|
349
|
|
|||||
Xerox shareholders' equity
|
|
9,074
|
|
|
10,678
|
|
|
12,300
|
|
|
11,521
|
|
|
11,876
|
|
|||||
Noncontrolling interests
|
|
43
|
|
|
75
|
|
|
119
|
|
|
143
|
|
|
149
|
|
|||||
Total Consolidated Capitalization
|
|
$
|
16,833
|
|
|
$
|
18,843
|
|
|
$
|
20,789
|
|
|
$
|
20,502
|
|
|
$
|
21,007
|
|
Selected Data and Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common shareholders of record at year-end
|
|
33,843
|
|
|
35,307
|
|
|
37,552
|
|
|
39,397
|
|
|
41,982
|
|
|||||
Book value per common share
|
|
$
|
8.96
|
|
|
$
|
9.56
|
|
|
$
|
10.35
|
|
|
$
|
9.41
|
|
|
$
|
8.88
|
|
Year-end common stock market price
|
|
$
|
10.63
|
|
|
$
|
13.86
|
|
|
$
|
12.17
|
|
|
$
|
6.82
|
|
|
$
|
7.96
|
|
(1)
|
2014 was revised for a deferred tax liability adjustment related to a change in tax law. Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies in our Consolidated Financial Statements, which is incorporated here by reference, for additional information.
|
(2)
|
Includes capital lease obligations.
|
•
|
Our
Services
segment is comprised of
business process outsourcing (BPO)
and
document outsourcing (DO)
services.
|
•
|
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.
|
•
|
Services signings, which reflects the estimated future revenues from contracts signed during the period, i.e., Total Contract Value (TCV).
|
•
|
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 devices 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.
|
•
|
Share repurchase and dividends – we plan to spend more than 50% of free cash flow (cash flow from operations less capital expenditures) on dividends and share repurchases. We recently announced an 11% increase in the quarterly dividend to 7.75 cents per share, beginning with the dividend payable on April 29, 2016. This will result in common dividends of approximately $300 million in
2016
, which is in line with prior year as share repurchases effectively self-fund the increase.
|
•
|
Debt – we will manage our debt to maintain our investment grade rating.
|
•
|
Acquisitions – we expect to invest between $100 and $400 million, focusing on acquiring companies that will expand our capabilities in attractive markets of our Services and Document Technology segments. We will maintain the disciplined approach we have established for evaluating and completing acquisitions.
|
•
|
Bundled Lease Arrangements,
|
•
|
Sales to Distributors and Resellers and
|
•
|
Services - Percentage-of-Completion
|
|
|
Estimated
|
|
Actual
|
||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||
Defined benefit pension plans
(1)
|
|
$
|
56
|
|
|
$
|
54
|
|
|
$
|
31
|
|
|
$
|
105
|
|
U.S. settlement losses
|
|
124
|
|
|
88
|
|
|
51
|
|
|
162
|
|
||||
Defined contribution plans
|
|
106
|
|
|
100
|
|
|
102
|
|
|
89
|
|
||||
Retiree health benefit plans
(2)
|
|
37
|
|
|
24
|
|
|
3
|
|
|
1
|
|
||||
U.S. Retiree health curtailment gain
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
||||
Total Benefit Plan Expense
|
|
$
|
323
|
|
|
$
|
244
|
|
|
$
|
187
|
|
|
$
|
357
|
|
(1)
|
Excludes U.S. settlement losses.
|
(2)
|
Excludes U.S. retiree health curtailment gain.
|
|
|
Estimated
|
|
Actual
|
||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||
Defined benefit pension plans:
|
|
$
|
140
|
|
|
$
|
309
|
|
|
$
|
284
|
|
|
$
|
230
|
|
Defined contribution plans
|
|
106
|
|
|
100
|
|
|
102
|
|
|
89
|
|
||||
Retiree health benefit plans
|
|
70
|
|
|
63
|
|
|
70
|
|
|
77
|
|
||||
Total Benefit Plan Funding
|
|
$
|
316
|
|
|
$
|
472
|
|
|
$
|
456
|
|
|
$
|
396
|
|
•
|
Document Technology
- Continued revenue declines with a flattening over the long-term. Operating income - flat and operating margin - 9% to 11% - as we continue to manage costs to match expected decline in revenues.
|
•
|
Services
- Revenues flat to single digit growth over the long-term, as we look to expand in key segments of the outsourcing services market. Operating income growth - 11% to 12% - and operating margin - 9% to 10% - as we benefit from revenue growth while improving the mix of services and our cost structure through restructuring and productivity improvements.
|
|
Revenues
|
|
% Change
|
|
CC % Change
|
|
Percent of Total Revenue
|
|||||||||||||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||
Equipment sales
|
$
|
2,781
|
|
|
$
|
3,104
|
|
|
$
|
3,358
|
|
|
(10
|
)%
|
|
(8
|
)%
|
|
(6
|
)%
|
|
(7
|
)%
|
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
Annuity revenue
|
15,264
|
|
|
16,436
|
|
|
16,648
|
|
|
(7
|
)%
|
|
(1
|
)%
|
|
(4
|
)%
|
|
(1
|
)%
|
|
85
|
%
|
|
84
|
%
|
|
83
|
%
|
|||
Total Revenue
|
$
|
18,045
|
|
|
$
|
19,540
|
|
|
$
|
20,006
|
|
|
(8
|
)%
|
|
(2
|
)%
|
|
(4
|
)%
|
|
(2
|
)%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Reconciliation to Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Sales
|
$
|
4,748
|
|
|
$
|
5,288
|
|
|
$
|
5,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Less: Supplies, paper and other sales
|
(1,967
|
)
|
|
(2,184
|
)
|
|
(2,224
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equipment Sales
|
$
|
2,781
|
|
|
$
|
3,104
|
|
|
$
|
3,358
|
|
|
(10
|
)%
|
|
(8
|
)%
|
|
(6
|
)%
|
|
(7
|
)%
|
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
Outsourcing, maintenance and rentals
|
$
|
12,951
|
|
|
$
|
13,865
|
|
|
$
|
13,941
|
|
|
(7
|
)%
|
|
(1
|
)%
|
|
(3
|
)%
|
|
—
|
%
|
|
72
|
%
|
|
71
|
%
|
|
70
|
%
|
Add: Supplies, paper and other sales
|
1,967
|
|
|
2,184
|
|
|
2,224
|
|
|
(10
|
)%
|
|
(2
|
)%
|
|
(8
|
)%
|
|
(2
|
)%
|
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|||
Add: Financing
|
346
|
|
|
387
|
|
|
483
|
|
|
(11
|
)%
|
|
(20
|
)%
|
|
(4
|
)%
|
|
(20
|
)%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
Annuity Revenue
|
$
|
15,264
|
|
|
$
|
16,436
|
|
|
$
|
16,648
|
|
|
(7
|
)%
|
|
(1
|
)%
|
|
(4
|
)%
|
|
(1
|
)%
|
|
85
|
%
|
|
84
|
%
|
|
83
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Outsourcing, maintenance and rentals
|
$
|
13,067
|
|
|
$
|
13,865
|
|
|
$
|
13,941
|
|
|
(6
|
)%
|
|
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|||||
Annuity revenue
|
$
|
15,380
|
|
|
$
|
16,436
|
|
|
$
|
16,648
|
|
|
(6
|
)%
|
|
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|||||
Total Revenue
|
$
|
18,161
|
|
|
$
|
19,540
|
|
|
$
|
20,006
|
|
|
(7
|
)%
|
|
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
•
|
Annuity revenue
decreased 7% compared to the prior year with a 3-percentage point negative impact from currency. On an adjusted
1
basis, annuity revenue decreased 6%, with a 3-percentage point negative 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 $12,951 million decreased 7%, or 6% on an adjusted
1
basis, including a 4-percentage point negative impact from currency and was primarily due to a decline in the Document Technology segment.
|
◦
|
Supplies, paper and other sales
includes unbundled supplies and other sales, primarily within our Document Technology segment. Revenues of $1,967 million decreased 10% from the prior year including a 2-percentage point negative impact from currency, reduced supplies demand reflecting lower equipment sales in prior periods and continued weakness in developing markets and lower OEM supplies sales.
|
◦
|
Financing revenue
is generated from financed equipment sale transactions primarily within our Document Technology segment. Financing revenues decreased 11% from the prior year including a 7-percentage point negative impact from currency and a declining finance receivables balance due to lower prior period equipment sales. Refer to the discussion on
Sales of Finance Receivable
in the
Capital Resources and
|
•
|
Equipment sales revenue
is reported primarily within our Document Technology segment and the Document Outsourcing business within our Services segment. Equipment sales revenue decreased 10% from the prior year, including a 4-percentage point negative impact from currency. The constant currency decline was driven by developing markets with the remainder reflecting lower high-end and OEM sales as well as overall price declines that continue to be within our historical range of 5% to 10%.These areas of decline were partially offset by DO equipment sales growth.
|
•
|
Annuity revenue
decreased 1% compared to the 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 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.
|
|
Year Ended December 31,
|
|
Change
|
|
|
|
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 B/(W)
|
|
2014 B/(W)
|
|
2015 Adjusted
(1)
|
|
2015 Adjusted
(1)
B/(W) 2014
|
|||||||
Total Gross Margin
|
29.2
|
%
|
|
32.0
|
%
|
|
32.4
|
%
|
|
(2.8) pts
|
|
|
(0.4) pts
|
|
|
31.1
|
%
|
|
(0.9) pts
|
|
RD&E as a % of Revenue
|
3.1
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
(0.1) pts
|
|
|
—
|
|
|
3.1
|
%
|
|
(0.1) pts
|
|
SAG as a % of Revenue
|
19.7
|
%
|
|
19.4
|
%
|
|
20.4
|
%
|
|
(0.3) pts
|
|
|
1.0 pts
|
|
|
19.6
|
%
|
|
(0.2) pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating Margin
(1)
|
NM
|
|
|
9.6
|
%
|
|
9.0
|
%
|
|
NM
|
|
|
0.6 pts
|
|
|
8.4
|
%
|
|
(1.2) pts
|
|
Pre-tax Income Margin
|
2.3
|
%
|
|
6.2
|
%
|
|
6.2
|
%
|
|
(3.9) pts
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Refer to Operating Income/Margin reconciliation table and the Key Financial Ratios reconciliation table in the "Non-GAAP Financial Measures" section.
|
(2)
|
Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting policies for additional information.
|
(3)
|
Refer to Note 16 - Employee Benefit Plans for additional information.
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||||
R&D
|
$
|
437
|
|
|
$
|
445
|
|
|
$
|
481
|
|
|
$
|
(8
|
)
|
|
$
|
(36
|
)
|
Sustaining engineering
|
126
|
|
|
132
|
|
|
122
|
|
|
(6
|
)
|
|
10
|
|
|||||
Total RD&E Expenses
|
$
|
563
|
|
|
$
|
577
|
|
|
$
|
603
|
|
|
$
|
(14
|
)
|
|
$
|
(26
|
)
|
R&D Investment by Fuji Xerox
(1)
|
$
|
569
|
|
|
$
|
654
|
|
|
$
|
724
|
|
|
$
|
(85
|
)
|
|
$
|
(70
|
)
|
(1)
|
Fluctuation in Fuji Xerox R&D was primarily due to changes in foreign exchange rates.
|
•
|
$137
million decrease in selling expenses.
|
•
|
$92
million decrease in general and administrative expenses.
|
•
|
Bad debt expense of $53 million was flat as compared to the prior year and less than one percent of receivables.
|
•
|
$125
million decrease in selling expenses.
|
•
|
$93
million decrease in general and administrative expenses.
|
•
|
$67
million decrease in bad debt expense 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.
|
•
|
$54 million
of severance costs related to headcount reductions of approximately 1,700 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.
|
•
|
$4 million
for lease termination costs primarily reflecting continued optimization of our worldwide operating locations.
|
•
|
$153 million
of asset impairment charges, including $146 million recorded in second quarter 2015 associated with software asset impairments resulting from a change in our Government Healthcare Solutions strategy in the Services segment as well as $7 million of charges incurred in the third quarter 2015.
|
•
|
$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.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Non-financing interest expense
|
$
|
223
|
|
|
$
|
237
|
|
|
$
|
240
|
|
Interest income
|
(8
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|||
Gains on sales of businesses and assets
(1)
|
(44
|
)
|
|
(50
|
)
|
|
(64
|
)
|
|||
Currency losses (gains), net
|
6
|
|
|
5
|
|
|
(7
|
)
|
|||
Litigation matters
|
16
|
|
|
11
|
|
|
(34
|
)
|
|||
Loss on sales of accounts receivables
|
13
|
|
|
15
|
|
|
17
|
|
|||
Deferred compensation investment losses (gains)
|
1
|
|
|
(7
|
)
|
|
(15
|
)
|
|||
All other expenses, net
|
26
|
|
|
31
|
|
|
20
|
|
|||
Total Other Expenses, Net
|
$
|
233
|
|
|
$
|
232
|
|
|
$
|
146
|
|
•
|
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.
|
(1)
|
See the "Non-GAAP Financial Measures" section for an explanation of the adjusted effective tax rate non-GAAP financial measure.
|
(2)
|
Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting policies for additional information.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Total equity in net income of unconsolidated affiliates
|
$
|
135
|
|
|
$
|
160
|
|
|
$
|
169
|
|
Fuji Xerox after-tax restructuring costs
|
4
|
|
|
3
|
|
|
9
|
|
(1)
|
See the "Non-GAAP Financial Measures" section for a reconciliation of reported net income from continuing operations to adjusted net income.
|
(in millions)
|
|
Equipment Sales Revenue
|
|
Annuity Revenue
|
|
Total Revenue
|
|
% of Total Revenue
|
|
Segment Profit (Loss)
|
|
Segment Margin
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Services
|
|
$
|
493
|
|
|
$
|
9,644
|
|
|
$
|
10,137
|
|
|
56
|
%
|
|
$
|
446
|
|
|
4.4
|
%
|
Document Technology
|
|
2,179
|
|
|
5,186
|
|
|
7,365
|
|
|
41
|
%
|
|
879
|
|
|
11.9
|
%
|
||||
Other
|
|
109
|
|
|
434
|
|
|
543
|
|
|
3
|
%
|
|
(267
|
)
|
|
(49.2
|
)%
|
||||
Total
|
|
$
|
2,781
|
|
|
$
|
15,264
|
|
|
$
|
18,045
|
|
|
100
|
%
|
|
$
|
1,058
|
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Services
|
|
$
|
493
|
|
|
$
|
9,760
|
|
|
$
|
10,253
|
|
|
56
|
%
|
|
$
|
835
|
|
|
8.1
|
%
|
Total
|
|
$
|
2,781
|
|
|
$
|
15,380
|
|
|
$
|
18,161
|
|
|
|
|
$
|
1,447
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Services
|
|
$
|
499
|
|
|
$
|
10,085
|
|
|
$
|
10,584
|
|
|
54
|
%
|
|
$
|
956
|
|
|
9.0
|
%
|
Document Technology
|
|
2,482
|
|
|
5,876
|
|
|
8,358
|
|
|
43
|
%
|
|
1,149
|
|
|
13.7
|
%
|
||||
Other
|
|
123
|
|
|
475
|
|
|
598
|
|
|
3
|
%
|
|
(272
|
)
|
|
(45.5
|
)%
|
||||
Total
|
|
$
|
3,104
|
|
|
$
|
16,436
|
|
|
$
|
19,540
|
|
|
100
|
%
|
|
$
|
1,833
|
|
|
9.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Services
|
|
$
|
503
|
|
|
$
|
9,976
|
|
|
$
|
10,479
|
|
|
52
|
%
|
|
$
|
1,055
|
|
|
10.1
|
%
|
Document Technology
|
|
2,727
|
|
|
6,181
|
|
|
8,908
|
|
|
45
|
%
|
|
964
|
|
|
10.8
|
%
|
||||
Other
|
|
128
|
|
|
491
|
|
|
619
|
|
|
3
|
%
|
|
(217
|
)
|
|
(35.1
|
)%
|
||||
Total
|
|
$
|
3,358
|
|
|
$
|
16,648
|
|
|
$
|
20,006
|
|
|
100
|
%
|
|
$
|
1,802
|
|
|
9.0
|
%
|
|
|
Revenue
|
|
% Change
|
|
CC % Change
|
||||||||||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||
Business process outsourcing
|
|
$
|
6,872
|
|
|
$
|
7,218
|
|
|
$
|
7,161
|
|
|
(5
|
)%
|
|
1
|
%
|
|
(3
|
)%
|
|
1
|
%
|
Document outsourcing
|
|
3,265
|
|
|
3,366
|
|
|
3,318
|
|
|
(3
|
)%
|
|
1
|
%
|
|
3
|
%
|
|
2
|
%
|
|||
Total Revenue
|
|
$
|
10,137
|
|
|
$
|
10,584
|
|
|
$
|
10,479
|
|
|
(4
|
)%
|
|
1
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Business process outsourcing
|
|
$
|
6,988
|
|
|
$
|
7,218
|
|
|
$
|
7,161
|
|
|
(3
|
)%
|
|
1
|
%
|
|
(1
|
)%
|
|
|
|
Total Revenue
|
|
$
|
10,253
|
|
|
$
|
10,584
|
|
|
$
|
10,479
|
|
|
(3
|
)%
|
|
1
|
%
|
|
—
|
%
|
|
|
•
|
BPO revenue decreased
5%
and represented
68%
of total Services revenue. On an adjusted
1
basis, BPO revenue decreased
3%
, with a 2-percentage point negative impact from currency, and represented 68% of total Services revenue. The decline was primarily driven by
the anticipated run-off of the student loan business, the Texas Medicaid contract and the impact of our third quarter 2015 decision to not fully complete the Health Enterprise implementations in California and Montana, which combined had a 4.6-percentage point negative impact on BPO revenue growth and a 3.1-percentage point negative impact on total Services revenue growth. Partially offsetting this decline was moderate acquisition contribution and organic growth in several lines of business net of the impacts from lost business and lower pricing that were consistent with prior trends.
|
◦
|
In
2015
, BPO revenue mix, on an adjusted
1
basis, across the major business areas was as follows: Commercial Business Groups (excluding Healthcare) - 45%; Public Sector - 27%; Commercial Healthcare - 15%; and Government Healthcare - 13%.
|
•
|
DO revenue decreased
3%
, with a 6-percentage point negative impact from currency, and represented
32%
of adjusted
1
Services revenue. Growth from our partner print services offerings, reflected in both equipment and annuity revenue, and from increased equipment sales due to higher signings, was partially offset by continued declines in developing markets.
|
•
|
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.
|
◦
|
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
1%
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.
|
|
|
Revenue
|
|
% Change
|
|
CC % Change
|
||||||||||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||
Equipment sales
|
|
$
|
2,179
|
|
|
$
|
2,482
|
|
|
$
|
2,727
|
|
|
(12
|
)%
|
|
(9
|
)%
|
|
(9
|
)%
|
|
(9
|
)%
|
Annuity revenue
|
|
5,186
|
|
|
5,876
|
|
|
6,181
|
|
|
(12
|
)%
|
|
(5
|
)%
|
|
(8
|
)%
|
|
(5
|
)%
|
|||
Total Revenue
|
|
$
|
7,365
|
|
|
$
|
8,358
|
|
|
$
|
8,908
|
|
|
(12
|
)%
|
|
(6
|
)%
|
|
(8
|
)%
|
|
(6
|
)%
|
•
|
Equipment sales revenue
decreased
12%
with a 3-percentage point negative impact from currency. The decline was across all product groups and was driven by weakness in developing markets, lower OEM sales, lower sales of production products due to product launch timing, continued migration of customers to our partner print services offering (included in our Services segment), and overall price declines that continue to be within our historical range of 5% to 10%.
|
•
|
Annuity revenue
decreased by
12%
, with a 4-percentage point negative impact from currency. The annuity revenue decrease reflects lower equipment sales in prior periods, resulting in ongoing page declines and lower supplies demand, as well as supplies channel inventory dynamics and reduced financing revenue. Annuity revenue in Document Technology also reflects continued migration of customers to our partner print services offering (included in our Services segment).
|
•
|
28%
decrease in color printers reflecting lower OEM sales due in part to a transition to color multifunction devices.
|
•
|
28%
increase in color multifunction devices driven by higher demand for new products and OEM sales.
|
•
|
11%
decrease in black-and-white multifunction devices reflecting continued declines in developing markets including Eurasia.
|
•
|
1%
increase in mid-range color including demand for new products.
|
•
|
7%
decrease in mid-range black-and-white reflecting higher declines in developing markets including Eurasia.
|
•
|
2%
increase in high-end color systems driven primarily by the new Color Press 800, 1000 and Versant products offset by declines in other production color products partially reflecting product launch timing. Excluding Fuji Xerox digital front-end sales, high-end color installs decreased 4%.
|
•
|
10%
decrease in high-end black-and-white systems consistent with overall market declines.
|
•
|
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
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
The transfer of the Education/Student Loan business from the Services segment to Other as a result of the expected continued run-off of this business. The business does not meet the threshold for separate segment reporting.
|
•
|
The exclusion of the non-service elements of our defined-benefit pension and retiree-health plan costs from Segment Profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revised 2015
|
||||||||||||||||||
|
|
Revised
|
|
Adj. for HE charge
|
||||||||||||||||||||||||||||
(in millions)
|
|
Full Year 2014
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year 2015
|
|
Q3
|
|
Full Year 2015
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Services
|
|
$
|
10,338
|
|
|
$
|
2,467
|
|
|
$
|
2,526
|
|
|
$
|
2,367
|
|
|
$
|
2,602
|
|
|
$
|
9,962
|
|
|
$
|
2,483
|
|
|
$
|
10,078
|
|
Document Technology
|
|
8,358
|
|
|
1,830
|
|
|
1,880
|
|
|
1,778
|
|
|
1,877
|
|
|
7,365
|
|
|
1,778
|
|
|
7,365
|
|
||||||||
Other
|
|
844
|
|
|
172
|
|
|
184
|
|
|
188
|
|
|
174
|
|
|
718
|
|
|
188
|
|
|
718
|
|
||||||||
Total Revenues
|
|
$
|
19,540
|
|
|
$
|
4,469
|
|
|
$
|
4,590
|
|
|
$
|
4,333
|
|
|
$
|
4,653
|
|
|
$
|
18,045
|
|
|
$
|
4,449
|
|
|
$
|
18,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Services
|
|
$
|
893
|
|
|
$
|
187
|
|
|
$
|
181
|
|
|
$
|
(196
|
)
|
|
$
|
252
|
|
|
$
|
424
|
|
|
$
|
193
|
|
|
$
|
813
|
|
Document Technology
|
|
1,204
|
|
|
232
|
|
|
235
|
|
|
248
|
|
|
245
|
|
|
960
|
|
|
248
|
|
|
960
|
|
||||||||
Other
|
|
(185
|
)
|
|
(47
|
)
|
|
(62
|
)
|
|
(55
|
)
|
|
(46
|
)
|
|
(210
|
)
|
|
(55
|
)
|
|
(210
|
)
|
||||||||
Total Segment Profit (Loss)
|
|
$
|
1,912
|
|
|
$
|
372
|
|
|
$
|
354
|
|
|
$
|
(3
|
)
|
|
$
|
451
|
|
|
$
|
1,174
|
|
|
$
|
386
|
|
|
$
|
1,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Services
|
|
8.6
|
%
|
|
7.6
|
%
|
|
7.2
|
%
|
|
(8.3
|
)%
|
|
9.7
|
%
|
|
4.3
|
%
|
|
7.8
|
%
|
|
8.1
|
%
|
||||||||
Document Technology
|
|
14.4
|
%
|
|
12.7
|
%
|
|
12.5
|
%
|
|
13.9
|
%
|
|
13.1
|
%
|
|
13.0
|
%
|
|
13.9
|
%
|
|
13.0
|
%
|
||||||||
Other
|
|
(21.9
|
)%
|
|
(27.3
|
)%
|
|
(33.7
|
)%
|
|
(29.3
|
)%
|
|
(26.4
|
)%
|
|
(29.2
|
)%
|
|
(29.3
|
)%
|
|
(29.2
|
)%
|
||||||||
Total Segment Margin
|
|
9.8
|
%
|
|
8.3
|
%
|
|
7.7
|
%
|
|
(0.1
|
)%
|
|
9.7
|
%
|
|
6.5
|
%
|
|
8.7
|
%
|
|
8.6
|
%
|
•
|
As of
December 31, 2015
and
2014
, total cash and cash equivalents were
$1,368
million and
$1,411 million
, respectively. There were no borrowings under our Commercial Paper Program at December 31, 2015 versus $150 million of borrowings at December 31, 2014. There were no borrowings or letters of credit under our $2 billion Credit Facility at either year end.
|
•
|
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
$1,611
million,
$2,063
million and
$2,375
million for the three years ended
December 31, 2015
, respectively. The decrease in 2015 cash flow from operations was primarily due to lower earnings and the elimination of cash flows from the disposed ITO business. Cash flows from operations for all periods 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 $1.3 and $1.5 billion in
2016
, which reflects expected cash outflows for the HE settlement charge and higher restructuring payments.
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||||
Net cash provided by operating activities
|
$
|
1,611
|
|
|
$
|
2,063
|
|
|
$
|
2,375
|
|
|
$
|
(452
|
)
|
|
$
|
(312
|
)
|
Net cash provided by (used in) investing activities
|
508
|
|
|
(703
|
)
|
|
(452
|
)
|
|
1,211
|
|
|
(251
|
)
|
|||||
Net cash used in financing activities
|
(2,074
|
)
|
|
(1,624
|
)
|
|
(1,402
|
)
|
|
(450
|
)
|
|
(222
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(88
|
)
|
|
(89
|
)
|
|
(3
|
)
|
|
1
|
|
|
(86
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(43
|
)
|
|
(353
|
)
|
|
518
|
|
|
310
|
|
|
(871
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
1,411
|
|
|
1,764
|
|
|
1,246
|
|
|
(353
|
)
|
|
518
|
|
|||||
Cash and Cash Equivalents at End of Year
|
$
|
1,368
|
|
|
$
|
1,411
|
|
|
$
|
1,764
|
|
|
$
|
(43
|
)
|
|
$
|
(353
|
)
|
•
|
$503 million decrease in pre-tax income before depreciation and amortization, gain on sales of businesses and assets, stock-based compensation and restructuring charges as well as the HE charge.
|
•
|
$105 million decrease due to the expected loss of cash flow associated with the ITO business, post-divestiture.
|
•
|
$79 million decrease primarily due to higher levels of inventory following lower equipment and supplies demand.
|
•
|
$31 million decrease from finance receivables primarily related to a lower net run-off as a result of an increase in originations. This was partially offset by a lower impact from the prior year sales of receivables. Refer to Note 6 - Finance Receivables, Net in the Consolidated Financial Statements for additional information regarding the sale of finance receivables.
|
•
|
$25 million decrease primarily due to higher discretionary pension contributions in the U.S. offset by lower contributions in the international plans.
|
•
|
$90 million decrease in accounts payable and accrued compensation primarily related to the timing of payments and an increase in days payable outstanding as well as lower compensation accruals.
|
•
|
$256 million increase from accounts receivable primarily due to additional sales of accounts receivable under existing programs. In addition, the increase reflects improved collections, select use of prompt pay discounts and lower revenues.
|
•
|
$35 million increase from lower restructuring payments due to lower activity.
|
•
|
$29 million increase from lower spending for up-front costs for outsourcing service contracts.
|
•
|
$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 of prior years.
|
•
|
$20 million increase from lower installs of equipment on operating leases.
|
•
|
$936 million of net proceeds from the sale of the ITO business. Refer to Note - 4 Divestitures, in the Consolidated Financial Statements for additional information.
|
•
|
$130 million change from acquisitions. 2015 acquisitions include RSA medical for $141 million, Intrepid Learning Solutions, Inc. for $28 million and $41 million for other acquisitions. 2014 acquisitions include ISG Holdings, Inc. for $225 million, Invoco Holding GmbH for $54 million, Consilience Software, Inc. for $25 million and $36 million for other acquisitions.
|
•
|
$110 million due to lower capital expenditures (including internal use software) partly due to the sale of the ITO business.
|
•
|
$39 million of higher proceeds primarily from the sale of surplus property and assets in the U.S. and Latin America.
|
•
|
$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).
|
•
|
$231 million increase in share repurchases.
|
•
|
$195 million increase from net debt activity. 2015 reflects payment of $1,250 million on Senior Notes and a decrease of $150 million in Commercial Paper offset by net proceeds of $1,045 million from the issuance of Senior Notes. 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.
|
•
|
$36 million increase due to lower proceeds from the issuance of common stock under our incentive stock plans.
|
•
|
$25 million decrease due to lower distributions to noncontrolling interests.
|
•
|
$375 million increase in 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.
|
|
|
December 31,
|
||||||
(in millions)
|
|
2015
|
|
2014
|
||||
Total Finance receivables, net
(1)
|
|
$
|
3,988
|
|
|
$
|
4,254
|
|
Equipment on operating leases, net
|
|
495
|
|
|
525
|
|
||
Total Finance Assets, Net
(2)
|
|
$
|
4,483
|
|
|
$
|
4,779
|
|
(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, 2014
includes a decrease of $
247
million due to currency across all Finance Assets.
|
(1)
|
Financing debt includes $3,490 million and $3,722 million as of
December 31, 2015
and
December 31, 2014
, 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.
|
|
|
December 31,
|
||||||
(in millions)
|
|
2015
|
|
2014
|
||||
Principal debt balance
(1)
|
|
$
|
7,365
|
|
|
$
|
7,722
|
|
Net unamortized discount
|
|
(52
|
)
|
|
(54
|
)
|
||
Fair value adjustments
(2)
|
|
|
|
|
||||
- terminated swaps
|
|
47
|
|
|
68
|
|
||
- current swaps
|
|
7
|
|
|
5
|
|
||
Total Debt
|
|
$
|
7,367
|
|
|
$
|
7,741
|
|
(1)
|
Balance at
December 31, 2015
and
2014
includes $3 million and $1 million of Notes Payable and $0 million and $150 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.
|
Year
|
|
Amount
|
||
2016
(1)
|
|
$
|
983
|
|
2017
|
|
1,027
|
|
|
2018
|
|
1,020
|
|
|
2019
|
|
1,161
|
|
|
2020
|
|
1,207
|
|
|
2021
|
|
1,067
|
|
|
2022
|
|
—
|
|
|
2023
|
|
—
|
|
|
2024
|
|
300
|
|
|
2025 and thereafter
|
|
600
|
|
|
Total
|
|
$
|
7,365
|
|
(1)
|
Includes $3 million of Notes Payable.
|
(in millions)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||
Total debt, including capital lease obligations
(1)
|
|
$
|
983
|
|
|
$
|
1,027
|
|
|
$
|
1,020
|
|
|
$
|
1,161
|
|
|
$
|
1,207
|
|
|
$
|
1,967
|
|
Interest on debt
(1)
|
|
307
|
|
|
251
|
|
|
205
|
|
|
169
|
|
|
116
|
|
|
675
|
|
||||||
Minimum operating lease commitments
(2)
|
|
378
|
|
|
271
|
|
|
178
|
|
|
122
|
|
|
78
|
|
|
139
|
|
||||||
Defined benefit pension plans
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Retiree health payments
|
|
70
|
|
|
68
|
|
|
67
|
|
|
66
|
|
|
64
|
|
|
296
|
|
||||||
Estimated Purchase Commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fuji Xerox
(3)
|
|
1,728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Flextronics
(4)
|
|
413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
(5)
|
|
226
|
|
|
163
|
|
|
125
|
|
|
102
|
|
|
29
|
|
|
153
|
|
||||||
Total
|
|
$
|
4,245
|
|
|
$
|
1,780
|
|
|
$
|
1,595
|
|
|
$
|
1,620
|
|
|
$
|
1,494
|
|
|
$
|
3,230
|
|
(1)
|
Total debt for 2016 includes $3 million of Notes Payable. 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.
|
(3)
|
Fuji Xerox: The amount included in the table reflects our estimate of purchases over the next year and is not a contractual commitment. Refer to 9 - Investments in Affiliates, at Equity in the Consolidated Financial Statements for additional information related to transactions with Fuji-Xerox.
|
(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 $465 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.
|
•
|
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 since the year ended December 31, 2013.
|
•
|
Net income and Earnings per share (EPS)
|
•
|
Effective tax rate
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
(in millions; except per share amounts)
|
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
||||||||||||
Reported
(1)
|
|
$
|
552
|
|
|
$
|
0.49
|
|
|
$
|
1,128
|
|
|
$
|
0.94
|
|
|
$
|
1,139
|
|
|
$
|
0.89
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of intangible assets
|
|
193
|
|
|
0.18
|
|
|
196
|
|
|
0.17
|
|
|
189
|
|
|
0.15
|
|
||||||
Software Impairment
|
|
90
|
|
|
0.08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
HE Charge
|
|
241
|
|
|
0.23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deferred tax liability adjustment
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
—
|
|
||||||
Adjusted
|
|
$
|
1,076
|
|
|
$
|
0.98
|
|
|
$
|
1,280
|
|
|
$
|
1.07
|
|
|
$
|
1,328
|
|
|
$
|
1.04
|
|
Weighted average shares for adjusted EPS
(2)
|
|
1,103
|
|
|
|
|
1,199
|
|
|
|
|
1,274
|
|
|
|
|||||||||
Fully diluted shares at December 31, 2015
(3)
|
|
1,046
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net income and EPS from continuing operations.
|
(2)
|
Average shares for the calculation of adjusted EPS include 27 million shares associated with our Series A convertible preferred stock.
|
(3)
|
Represents common shares outstanding at
December 31, 2015
as well as shares associated with our Series A convertible preferred stock plus potential dilutive common shares used for the calculation of diluted earnings per share for the year ended
2015
.
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|||||||||||||||||||||||||||
(in millions)
|
|
Pre-Tax
Income
|
|
Income Tax
(Benefit)Expense
|
|
Effective
Tax Rate
|
|
Pre-Tax Income
|
|
Income Tax
Expense
|
|
Effective
Tax Rate
|
|
Pre-Tax Income
|
|
Income Tax
Expense
|
|
Effective
Tax Rate
|
|||||||||||||||
Reported
(1)
|
|
$
|
412
|
|
|
$
|
(23
|
)
|
|
(5.6
|
)%
|
|
$
|
1,206
|
|
|
$
|
215
|
|
|
17.8
|
%
|
|
$
|
1,243
|
|
|
$
|
253
|
|
|
20.4
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amortization of intangible assets
|
|
310
|
|
|
117
|
|
|
|
|
315
|
|
|
119
|
|
|
|
|
305
|
|
|
116
|
|
|
|
|||||||||
Software Impairment
|
|
146
|
|
|
56
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||
HE Charge
|
|
389
|
|
|
148
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||
Deferred tax liability adjustment
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
44
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||
Adjusted
|
|
$
|
1,257
|
|
|
$
|
298
|
|
|
23.7
|
%
|
|
$
|
1,521
|
|
|
$
|
378
|
|
|
24.9
|
%
|
|
$
|
1,548
|
|
|
$
|
369
|
|
|
23.8
|
%
|
(1)
|
Pre-tax income and income tax (benefit) expense from continuing operations.
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||||||||||
(in millions)
|
|
Profit
|
|
Revenue
|
|
Margin
|
|
Profit
|
|
Revenue
|
|
Margin
|
|
Profit
|
|
Revenue
|
|
Margin
|
|||||||||||||||
Reported Pre-tax Income
(1)
|
|
$
|
412
|
|
|
$
|
18,045
|
|
|
2.3
|
%
|
|
$
|
1,206
|
|
|
$
|
19,540
|
|
|
6.2
|
%
|
|
$
|
1,243
|
|
|
$
|
20,006
|
|
|
6.2
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amortization of intangible assets
|
|
310
|
|
|
|
|
|
|
315
|
|
|
|
|
|
|
305
|
|
|
|
|
|
||||||||||||
Restructuring and asset impairment charges
|
|
186
|
|
|
|
|
|
|
128
|
|
|
|
|
|
|
115
|
|
|
|
|
|
||||||||||||
HE Charge
|
|
389
|
|
|
116
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||
Other expenses, net
|
|
233
|
|
|
|
|
|
|
232
|
|
|
|
|
|
|
146
|
|
|
|
|
|
||||||||||||
Adjusted Operating Income / Margin
|
|
$
|
1,530
|
|
|
$
|
18,161
|
|
|
8.4
|
%
|
|
$
|
1,881
|
|
|
$
|
19,540
|
|
|
9.6
|
%
|
|
$
|
1,809
|
|
|
$
|
20,006
|
|
|
9.0
|
%
|
(1)
|
Profit and revenue from continuing operations.
|
|
|
Year Ended December 31, 2015
|
||||||||||
(in millions)
|
|
Reported
(1)
|
|
HE Charge
|
|
Adjusted
|
||||||
Total Revenue
|
|
$
|
18,045
|
|
|
$
|
116
|
|
|
$
|
18,161
|
|
Annuity Revenue
|
|
15,264
|
|
|
116
|
|
|
15,380
|
|
|||
Outsourcing, Maintenance and Rentals Revenue
|
|
12,951
|
|
|
116
|
|
|
13,067
|
|
|||
Total Segment Profit
|
|
1,058
|
|
|
389
|
|
|
1,447
|
|
|||
Total Segment Margin
|
|
5.9
|
%
|
|
|
|
|
8.0
|
%
|
(1)
|
Revenue from continuing operations.
|
|
|
Year Ended December 31, 2015
|
||||||||||
(in millions)
|
|
Reported
(1)
|
|
HE Charge
|
|
Adjusted
|
||||||
Annuity Revenue
|
|
$
|
9,644
|
|
|
$
|
116
|
|
|
$
|
9,760
|
|
BPO Revenue
|
|
6,872
|
|
|
116
|
|
|
6,988
|
|
|||
Segment Revenue
|
|
10,137
|
|
|
116
|
|
|
10,253
|
|
|||
% of Total Revenue
|
|
56
|
%
|
|
—
|
|
|
56
|
%
|
|||
Segment Profit
|
|
446
|
|
|
389
|
|
|
835
|
|
|||
Segment Margin
|
|
4.4
|
%
|
|
|
|
|
8.1
|
%
|
(1)
|
Revenue from continuing operations.
|
|
|
Year Ended December 31, 2015
|
|||||||
(in millions)
|
|
Gross Margin
|
|
RD&E as % of Revenue
|
|
SAG as % of Revenue
|
|||
Reported
(1)
|
|
29.2
|
%
|
|
3.1
|
%
|
|
19.7
|
%
|
Adjustment:
|
|
|
|
|
|
|
|||
HE Charge
|
|
1.9
|
|
|
—
|
|
|
(0.1
|
)
|
Adjusted
|
|
31.1
|
%
|
|
3.1
|
%
|
|
19.6
|
%
|
(1)
|
Revenue from continuing operations.
|
/s/ P
RICEWATERHOUSE
C
OOPERS
LLP
|
PricewaterhouseCoopers LLP
|
Stamford, Connecticut
|
February 19, 2016
|
/s/ U
RSULA
M. B
URNS
|
|
/s/ L
ESLIE
F
.
V
ARON
|
|
/s/ J
OSEPH
H. M
ANCINI
, J
R
.
|
Chief Executive Officer
|
|
Interim Chief Financial Officer
|
|
Chief Accounting Officer
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except per-share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Sales
|
|
$
|
4,748
|
|
|
$
|
5,288
|
|
|
$
|
5,582
|
|
Outsourcing, maintenance and rentals
|
|
12,951
|
|
|
13,865
|
|
|
13,941
|
|
|||
Financing
|
|
346
|
|
|
387
|
|
|
483
|
|
|||
Total Revenues
|
|
18,045
|
|
|
19,540
|
|
|
20,006
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
2,961
|
|
|
3,269
|
|
|
3,550
|
|
|||
Cost of outsourcing, maintenance and rentals
|
|
9,691
|
|
|
9,885
|
|
|
9,808
|
|
|||
Cost of financing
|
|
130
|
|
|
140
|
|
|
163
|
|
|||
Research, development and engineering expenses
|
|
563
|
|
|
577
|
|
|
603
|
|
|||
Selling, administrative and general expenses
|
|
3,559
|
|
|
3,788
|
|
|
4,073
|
|
|||
Restructuring and asset impairment charges
|
|
186
|
|
|
128
|
|
|
115
|
|
|||
Amortization of intangible assets
|
|
310
|
|
|
315
|
|
|
305
|
|
|||
Other expenses, net
|
|
233
|
|
|
232
|
|
|
146
|
|
|||
Total Costs and Expenses
|
|
17,633
|
|
|
18,334
|
|
|
18,763
|
|
|||
Income Before Income Taxes and Equity Income
|
|
412
|
|
|
1,206
|
|
|
1,243
|
|
|||
Income tax (benefit) expense
|
|
(23
|
)
|
|
215
|
|
|
253
|
|
|||
Equity in net income of unconsolidated affiliates
|
|
135
|
|
|
160
|
|
|
169
|
|
|||
Income from Continuing Operations
|
|
570
|
|
|
1,151
|
|
|
1,159
|
|
|||
(Loss) income from discontinued operations, net of tax
|
|
(78
|
)
|
|
(115
|
)
|
|
20
|
|
|||
Net Income
|
|
492
|
|
|
1,036
|
|
|
1,179
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
18
|
|
|
23
|
|
|
20
|
|
|||
Net Income Attributable to Xerox
|
|
$
|
474
|
|
|
$
|
1,013
|
|
|
$
|
1,159
|
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Xerox:
|
|
|
|
|
|
|
||||||
Net income from continuing operations
|
|
$
|
552
|
|
|
$
|
1,128
|
|
|
$
|
1,139
|
|
(Loss) income from discontinued operations, net of tax
|
|
(78
|
)
|
|
(115
|
)
|
|
20
|
|
|||
Net Income Attributable to Xerox
|
|
$
|
474
|
|
|
$
|
1,013
|
|
|
$
|
1,159
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.50
|
|
|
$
|
0.96
|
|
|
$
|
0.91
|
|
Discontinued operations
|
|
(0.08
|
)
|
|
(0.10
|
)
|
|
0.02
|
|
|||
Total Basic Earnings per Share
|
|
$
|
0.42
|
|
|
$
|
0.86
|
|
|
$
|
0.93
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.49
|
|
|
$
|
0.94
|
|
|
$
|
0.89
|
|
Discontinued operations
|
|
(0.07
|
)
|
|
(0.09
|
)
|
|
0.02
|
|
|||
Total Diluted Earnings per Share
|
|
$
|
0.42
|
|
|
$
|
0.85
|
|
|
$
|
0.91
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Income
|
|
$
|
492
|
|
|
$
|
1,036
|
|
|
$
|
1,179
|
|
Less: Net income attributable to noncontrolling interests
|
|
18
|
|
|
23
|
|
|
20
|
|
|||
Net Income Attributable to Xerox
|
|
$
|
474
|
|
|
$
|
1,013
|
|
|
$
|
1,159
|
|
|
|
|
|
|
|
|
||||||
Other Comprehensive (Loss) Income, Net
(1)
:
|
|
|
|
|
|
|
||||||
Translation adjustments, net
|
|
$
|
(660
|
)
|
|
$
|
(734
|
)
|
|
$
|
(185
|
)
|
Unrealized gains, net
|
|
23
|
|
|
15
|
|
|
—
|
|
|||
Changes in defined benefit plans, net
|
|
153
|
|
|
(662
|
)
|
|
632
|
|
|||
Other Comprehensive (Loss) Income, Net
|
|
(484
|
)
|
|
(1,381
|
)
|
|
447
|
|
|||
Less: Other comprehensive loss, net attributable to noncontrolling interests
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other Comprehensive (Loss) Income, Net Attributable to Xerox
|
|
$
|
(483
|
)
|
|
$
|
(1,380
|
)
|
|
$
|
448
|
|
|
|
|
|
|
|
|
||||||
Comprehensive Income (Loss), Net
|
|
$
|
8
|
|
|
$
|
(345
|
)
|
|
$
|
1,626
|
|
Less: Comprehensive income, net attributable to noncontrolling interests
|
|
17
|
|
|
22
|
|
|
19
|
|
|||
Comprehensive (Loss) Income, Net Attributable to Xerox
|
|
$
|
(9
|
)
|
|
$
|
(367
|
)
|
|
$
|
1,607
|
|
(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.
|
|
|
December 31,
|
||||||
(in millions, except share data in thousands)
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,368
|
|
|
$
|
1,411
|
|
Accounts receivable, net
|
|
2,319
|
|
|
2,652
|
|
||
Billed portion of finance receivables, net
|
|
97
|
|
|
110
|
|
||
Finance receivables, net
|
|
1,315
|
|
|
1,425
|
|
||
Inventories
|
|
942
|
|
|
934
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
1,260
|
|
||
Other current assets
|
|
644
|
|
|
1,082
|
|
||
Total current assets
|
|
6,685
|
|
|
8,874
|
|
||
Finance receivables due after one year, net
|
|
2,576
|
|
|
2,719
|
|
||
Equipment on operating leases, net
|
|
495
|
|
|
525
|
|
||
Land, buildings and equipment, net
|
|
996
|
|
|
1,123
|
|
||
Investments in affiliates, at equity
|
|
1,389
|
|
|
1,338
|
|
||
Intangible assets, net
|
|
1,765
|
|
|
2,031
|
|
||
Goodwill
|
|
8,823
|
|
|
8,805
|
|
||
Other long-term assets
|
|
2,088
|
|
|
2,243
|
|
||
Total Assets
|
|
$
|
24,817
|
|
|
$
|
27,658
|
|
Liabilities and Equity
|
|
|
|
|
||||
Short-term debt and current portion of long-term debt
|
|
$
|
985
|
|
|
$
|
1,427
|
|
Accounts payable
|
|
1,614
|
|
|
1,584
|
|
||
Accrued compensation and benefits costs
|
|
651
|
|
|
754
|
|
||
Unearned income
|
|
428
|
|
|
431
|
|
||
Liabilities of discontinued operations
|
|
—
|
|
|
371
|
|
||
Other current liabilities
|
|
1,576
|
|
|
1,509
|
|
||
Total current liabilities
|
|
5,254
|
|
|
6,076
|
|
||
Long-term debt
|
|
6,382
|
|
|
6,314
|
|
||
Pension and other benefit liabilities
|
|
2,513
|
|
|
2,847
|
|
||
Post-retirement medical benefits
|
|
785
|
|
|
865
|
|
||
Other long-term liabilities
|
|
417
|
|
|
454
|
|
||
Total Liabilities
|
|
15,351
|
|
|
16,556
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (See Note 18)
|
|
|
|
|
|
|
||
Series A Convertible Preferred Stock
|
|
349
|
|
|
349
|
|
||
|
|
|
|
|
||||
Common stock
|
|
1,013
|
|
|
1,124
|
|
||
Additional paid-in capital
|
|
3,017
|
|
|
4,283
|
|
||
Treasury stock, at cost
|
|
—
|
|
|
(105
|
)
|
||
Retained earnings
|
|
9,686
|
|
|
9,535
|
|
||
Accumulated other comprehensive loss
|
|
(4,642
|
)
|
|
(4,159
|
)
|
||
Xerox shareholders’ equity
|
|
9,074
|
|
|
10,678
|
|
||
Noncontrolling interests
|
|
43
|
|
|
75
|
|
||
Total Equity
|
|
9,117
|
|
|
10,753
|
|
||
Total Liabilities and Equity
|
|
$
|
24,817
|
|
|
$
|
27,658
|
|
|
|
|
|
|
||||
Shares of common stock issued
|
|
1,012,836
|
|
|
1,124,354
|
|
||
Treasury stock
|
|
—
|
|
|
(7,609
|
)
|
||
Shares of common stock outstanding
|
|
1,012,836
|
|
|
1,116,745
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
492
|
|
|
$
|
1,036
|
|
|
$
|
1,179
|
|
Adjustments required to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,190
|
|
|
1,426
|
|
|
1,358
|
|
|||
Provision for receivables
|
|
58
|
|
|
53
|
|
|
123
|
|
|||
Provision for inventory
|
|
30
|
|
|
26
|
|
|
35
|
|
|||
Deferred tax expense
|
|
32
|
|
|
69
|
|
|
117
|
|
|||
Net loss (gain) on sales of businesses and assets
|
|
57
|
|
|
134
|
|
|
(45
|
)
|
|||
Undistributed equity in net income of unconsolidated affiliates
|
|
(79
|
)
|
|
(91
|
)
|
|
(92
|
)
|
|||
Stock-based compensation
|
|
46
|
|
|
91
|
|
|
90
|
|
|||
Restructuring and asset impairment charges
|
|
186
|
|
|
130
|
|
|
116
|
|
|||
Payments for restructurings
|
|
(98
|
)
|
|
(133
|
)
|
|
(136
|
)
|
|||
Contributions to defined benefit pension plans
|
|
(309
|
)
|
|
(284
|
)
|
|
(230
|
)
|
|||
Decrease (increase) in accounts receivable and billed portion of finance receivables
|
|
111
|
|
|
(436
|
)
|
|
(576
|
)
|
|||
Collections of deferred proceeds from sales of receivables
|
|
259
|
|
|
434
|
|
|
482
|
|
|||
Increase in inventories
|
|
(101
|
)
|
|
(22
|
)
|
|
(38
|
)
|
|||
Increase in equipment on operating leases
|
|
(291
|
)
|
|
(283
|
)
|
|
(303
|
)
|
|||
(Increase) decrease in finance receivables
|
|
(8
|
)
|
|
(10
|
)
|
|
609
|
|
|||
Collections on beneficial interest from sales of finance receivables
|
|
46
|
|
|
79
|
|
|
58
|
|
|||
Increase in other current and long-term assets
|
|
(71
|
)
|
|
(159
|
)
|
|
(145
|
)
|
|||
Increase (decrease) in accounts payable and accrued compensation
|
|
38
|
|
|
128
|
|
|
(29
|
)
|
|||
Increase (decrease) in other current and long-term liabilities
|
|
183
|
|
|
(64
|
)
|
|
(50
|
)
|
|||
Other operating, net
|
|
(160
|
)
|
|
(61
|
)
|
|
(148
|
)
|
|||
Net cash provided by operating activities
|
|
1,611
|
|
|
2,063
|
|
|
2,375
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Cost of additions to land, buildings and equipment
|
|
(251
|
)
|
|
(368
|
)
|
|
(346
|
)
|
|||
Proceeds from sales of land, buildings and equipment
|
|
93
|
|
|
54
|
|
|
86
|
|
|||
Cost of additions to internal use software
|
|
(91
|
)
|
|
(84
|
)
|
|
(81
|
)
|
|||
Proceeds from sale of businesses
|
|
939
|
|
|
26
|
|
|
26
|
|
|||
Acquisitions, net of cash acquired
|
|
(210
|
)
|
|
(340
|
)
|
|
(155
|
)
|
|||
Other investing, net
|
|
28
|
|
|
9
|
|
|
18
|
|
|||
Net cash provided by (used in) investing activities
|
|
508
|
|
|
(703
|
)
|
|
(452
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Net (payments) proceeds on short-term debt
|
|
(147
|
)
|
|
145
|
|
|
5
|
|
|||
Proceeds from issuance of long-term debt
|
|
1,079
|
|
|
808
|
|
|
617
|
|
|||
Payments on long-term debt
|
|
(1,302
|
)
|
|
(1,128
|
)
|
|
(1,056
|
)
|
|||
Common stock dividends
|
|
(302
|
)
|
|
(289
|
)
|
|
(272
|
)
|
|||
Preferred stock dividends
|
|
(24
|
)
|
|
(24
|
)
|
|
(24
|
)
|
|||
Proceeds from issuances of common stock
|
|
19
|
|
|
55
|
|
|
124
|
|
|||
Excess tax benefits from stock-based compensation
|
|
19
|
|
|
18
|
|
|
16
|
|
|||
Payments to acquire treasury stock, including fees
|
|
(1,302
|
)
|
|
(1,071
|
)
|
|
(696
|
)
|
|||
Repurchases related to stock-based compensation
|
|
(51
|
)
|
|
(41
|
)
|
|
(57
|
)
|
|||
Distributions to noncontrolling interests
|
|
(62
|
)
|
|
(87
|
)
|
|
(56
|
)
|
|||
Other financing
|
|
(1
|
)
|
|
(10
|
)
|
|
(3
|
)
|
|||
Net cash used in financing activities
|
|
(2,074
|
)
|
|
(1,624
|
)
|
|
(1,402
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(88
|
)
|
|
(89
|
)
|
|
(3
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(43
|
)
|
|
(353
|
)
|
|
518
|
|
|||
Cash and cash equivalents at beginning of year
|
|
1,411
|
|
|
1,764
|
|
|
1,246
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
1,368
|
|
|
$
|
1,411
|
|
|
$
|
1,764
|
|
(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, 2012
|
$
|
1,239
|
|
|
$
|
5,622
|
|
|
$
|
(104
|
)
|
|
$
|
7,991
|
|
|
$
|
(3,227
|
)
|
|
$
|
11,521
|
|
|
$
|
143
|
|
|
$
|
11,664
|
|
Comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
1,159
|
|
|
448
|
|
|
1,607
|
|
|
19
|
|
|
1,626
|
|
||||||||
Cash dividends declared-common
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(287
|
)
|
|
—
|
|
|
(287
|
)
|
|
—
|
|
|
(287
|
)
|
||||||||
Cash dividends declared-preferred
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
||||||||
Conversion of notes to common stock
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Stock option and incentive plans, net
|
28
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
||||||||
Payments to acquire treasury stock, including fees
|
—
|
|
|
—
|
|
|
(696
|
)
|
|
—
|
|
|
—
|
|
|
(696
|
)
|
|
—
|
|
|
(696
|
)
|
||||||||
Cancellation of treasury stock
|
(58
|
)
|
|
(490
|
)
|
|
548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
||||||||
Balance at December 31, 2013
|
$
|
1,210
|
|
|
$
|
5,282
|
|
|
$
|
(252
|
)
|
|
$
|
8,839
|
|
|
$
|
(2,779
|
)
|
|
$
|
12,300
|
|
|
$
|
119
|
|
|
$
|
12,419
|
|
Comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
1,013
|
|
|
(1,380
|
)
|
|
(367
|
)
|
|
22
|
|
|
(345
|
)
|
||||||||
Cash dividends declared-common
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(293
|
)
|
|
—
|
|
|
(293
|
)
|
|
—
|
|
|
(293
|
)
|
||||||||
Cash dividends declared-preferred
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
||||||||
Conversion of notes to common stock
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Stock option and incentive plans, net
|
14
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
||||||||
Payments to acquire treasury stock, including fees
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|
—
|
|
|
(1,071
|
)
|
||||||||
Cancellation of treasury stock
|
(101
|
)
|
|
(1,117
|
)
|
|
1,218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
||||||||
Balance at December 31, 2014
|
$
|
1,124
|
|
|
$
|
4,283
|
|
|
$
|
(105
|
)
|
|
$
|
9,535
|
|
|
$
|
(4,159
|
)
|
|
$
|
10,678
|
|
|
$
|
75
|
|
|
$
|
10,753
|
|
Comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
(483
|
)
|
|
(9
|
)
|
|
17
|
|
|
8
|
|
||||||||
Cash dividends declared-common
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
(299
|
)
|
||||||||
Cash dividends declared-preferred
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
||||||||
Stock option and incentive plans, net
|
11
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||||||
Payments to acquire treasury stock, including fees
|
—
|
|
|
—
|
|
|
(1,302
|
)
|
|
—
|
|
|
—
|
|
|
(1,302
|
)
|
|
—
|
|
|
(1,302
|
)
|
||||||||
Cancellation of treasury stock
|
(122
|
)
|
|
(1,285
|
)
|
|
1,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||||
Balance at December 31, 2015
|
$
|
1,013
|
|
|
$
|
3,017
|
|
|
$
|
—
|
|
|
$
|
9,686
|
|
|
$
|
(4,642
|
)
|
|
$
|
9,074
|
|
|
$
|
43
|
|
|
$
|
9,117
|
|
(1)
|
Cash dividends declared on common stock of
$0.0700
in each quarter of 2015,
$0.0625
in each quarter of 2014 and
$0.0575
in each quarter of 2013.
|
(2)
|
Cash dividends declared on preferred stock of
$20
per share in each quarter of 2015, 2014 and 2013.
|
(3)
|
AOCL - Accumulated other comprehensive loss.
|
|
|
Three Months Ended December 31, 2014
|
Year Ended December 31, 2014
|
||||||||||||
|
|
As Reported (Unaudited)
|
|
As Revised (Unaudited)
|
As Reported
|
|
As Revised
|
||||||||
Income tax expense
|
|
$
|
78
|
|
|
$
|
34
|
|
$
|
259
|
|
|
$
|
215
|
|
Income from Continuing Operations
|
|
311
|
|
|
355
|
|
1,107
|
|
|
1,151
|
|
||||
Net Income
|
|
162
|
|
|
206
|
|
992
|
|
|
1,036
|
|
||||
Net Income Attributable to Xerox
|
|
156
|
|
|
200
|
|
969
|
|
|
1,013
|
|
||||
Net Income Attributable to Xerox - continuing operations
|
|
305
|
|
|
349
|
|
1,084
|
|
|
1,128
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic Earnings per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing Operations
|
|
$
|
0.26
|
|
|
$
|
0.30
|
|
$
|
0.92
|
|
|
$
|
0.96
|
|
Total Basic Earnings per Share
|
|
0.13
|
|
|
0.17
|
|
0.82
|
|
|
0.86
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing Operations
|
|
$
|
0.26
|
|
|
$
|
0.30
|
|
$
|
0.90
|
|
|
$
|
0.94
|
|
Total Diluted Earnings per Share
|
|
0.13
|
|
|
0.17
|
|
0.81
|
|
|
0.85
|
|
|
|
December 31, 2014
|
||||||
|
|
As Reported
|
|
As Revised
|
||||
Other long-term liabilities
|
|
$
|
498
|
|
|
$
|
454
|
|
Total Liabilities
|
|
16,600
|
|
|
16,556
|
|
||
Retained earnings
|
|
9,491
|
|
|
9,535
|
|
||
Xerox shareholders' equity
|
|
10,634
|
|
|
10,678
|
|
||
Total Equity
|
|
10,709
|
|
|
10,753
|
|
|
|
Year Ended December 31, 2014
|
||||||
|
|
As Reported
|
|
As Revised
|
||||
Net income
|
|
$
|
992
|
|
|
$
|
1,036
|
|
Net change in income tax assets and liabilities
|
|
29
|
|
|
(15
|
)
|
|
|
Year Ended December 31,
|
||||||||||
Expense/(Income)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Provisions for restructuring and asset impairments - continuing operations
|
|
$
|
186
|
|
|
$
|
128
|
|
|
$
|
115
|
|
Provisions for restructuring and asset impairments - discontinued operations
|
|
—
|
|
|
2
|
|
|
7
|
|
|||
Provision for receivables
|
|
58
|
|
|
53
|
|
|
123
|
|
|||
Provisions for litigation and regulatory matters
|
|
16
|
|
|
11
|
|
|
(34
|
)
|
|||
Provisions for obsolete and excess inventory
|
|
30
|
|
|
26
|
|
|
35
|
|
|||
Provision for product warranty liability
|
|
22
|
|
|
25
|
|
|
28
|
|
|||
Depreciation and obsolescence of equipment on operating leases
|
|
286
|
|
|
297
|
|
|
283
|
|
|||
Depreciation of buildings and equipment
(1)
|
|
277
|
|
|
324
|
|
|
332
|
|
|||
Amortization of internal use software
(1)
|
|
135
|
|
|
139
|
|
|
137
|
|
|||
Amortization of product software
|
|
69
|
|
|
62
|
|
|
43
|
|
|||
Amortization of acquired intangible assets
(1)
|
|
310
|
|
|
315
|
|
|
305
|
|
|||
Amortization of customer contract costs
(1)
|
|
113
|
|
|
128
|
|
|
100
|
|
|||
Defined pension benefits - net periodic benefit cost
|
|
142
|
|
|
82
|
|
|
267
|
|
|||
Retiree health benefits - net periodic benefit cost
|
|
2
|
|
|
3
|
|
|
1
|
|
|||
Income tax (benefit) expense - continuing operations
|
|
(23
|
)
|
|
215
|
|
|
253
|
|
|||
Income tax expense - discontinued operations
|
|
81
|
|
|
6
|
|
|
27
|
|
(1)
|
Excludes amounts related to our ITO business, which was reported as a discontinued operation through its date of sale on June 30, 2015. Refer to Note 4 - Divestitures for additional information regarding this sale.
|
•
|
Business Combinations:
ASU 2015-16
,
Accounting for Measurement Period Adjustments in a Business Combination
, which is effective for our fiscal year beginning January 1, 2016.
|
•
|
Inventory:
ASU 2015-11
,
Simplifying the Subsequent Measurement of Inventory,
which is effective for our fiscal year beginning January 1, 2017.
|
•
|
Fair Value Measurements:
ASU 2015-07
,
Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent)
, which is effective for our fiscal year beginning January 1, 2016.
|
•
|
Intangibles - Goodwill and Other - Internal Use Software:
ASU 2015-05
,
Intangibles-Goodwill and Other-Internal Use Software - Customer's Accounting for Fees Paid in a Cloud Computing Arrangement,
which is effective for our fiscal year beginning January 1, 2016.
|
•
|
Consolidation:
ASU 2015-02
,
Consolidation (Topic 810): Amendments to the Consolidation Analysis
. This update is effective for our fiscal year beginning January 1, 2016 with early adoption permitted, and is applied on a modified retrospective basis.
|
•
|
Income Statement:
ASU 2015-01,
Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items
. The standard primarily involves presentation and disclosure.
|
•
|
Derivatives and Hedging:
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,
which
is effective for our fiscal year beginning January 1, 2016.
|
•
|
Disclosures of Going Concern Uncertainties:
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
, which is effective for our fiscal year beginning January 1, 2016.
|
•
|
Stock Compensation:
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,
which is effective for our fiscal year beginning January 1, 2016.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Set-up/transition and inducement expenditures
|
|
$
|
77
|
|
|
$
|
80
|
|
|
$
|
107
|
|
|
|
Year Ended December 31,
|
||||
|
|
2015
|
|
2014
|
||
Capitalized customer contract costs
(1)
|
|
180
|
|
|
227
|
|
•
|
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.
|
•
|
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.
|
•
|
Business Process Outsourcing (BPO)
|
•
|
Document Outsourcing (which includes Managed Print Services) (DO)
|
•
|
“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.
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
Services
(2)
|
|
Document Technology
|
|
Other
|
|
Total
|
||||||||
2015
(1)
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
10,065
|
|
|
$
|
7,098
|
|
|
$
|
536
|
|
|
$
|
17,699
|
|
Finance income
|
|
72
|
|
|
267
|
|
|
7
|
|
|
346
|
|
||||
Total Segment Revenue
|
|
$
|
10,137
|
|
|
$
|
7,365
|
|
|
$
|
543
|
|
|
$
|
18,045
|
|
Depreciation and amortization
(3)
|
|
$
|
571
|
|
|
$
|
297
|
|
|
$
|
12
|
|
|
$
|
880
|
|
Interest expense
|
|
20
|
|
|
108
|
|
|
225
|
|
|
353
|
|
||||
Segment profit (loss)
|
|
446
|
|
|
879
|
|
|
(267
|
)
|
|
1,058
|
|
||||
Equity in net income of unconsolidated affiliates
|
|
27
|
|
|
108
|
|
|
—
|
|
|
135
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2014
(1)
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
10,519
|
|
|
$
|
8,044
|
|
|
$
|
590
|
|
|
$
|
19,153
|
|
Finance income
|
|
65
|
|
|
314
|
|
|
8
|
|
|
387
|
|
||||
Total Segment Revenue
|
|
$
|
10,584
|
|
|
$
|
8,358
|
|
|
$
|
598
|
|
|
$
|
19,540
|
|
Depreciation and amortization
(3)
|
|
$
|
602
|
|
|
$
|
334
|
|
|
$
|
14
|
|
|
$
|
950
|
|
Interest expense
|
|
18
|
|
|
121
|
|
|
238
|
|
|
377
|
|
||||
Segment profit (loss)
|
|
956
|
|
|
1,149
|
|
|
(272
|
)
|
|
1,833
|
|
||||
Equity in net income of unconsolidated affiliates
|
|
32
|
|
|
128
|
|
|
—
|
|
|
160
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2013
(1)
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
10,412
|
|
|
$
|
8,500
|
|
|
$
|
611
|
|
|
$
|
19,523
|
|
Finance income
|
|
67
|
|
|
408
|
|
|
8
|
|
|
483
|
|
||||
Total Segment Revenue
|
|
$
|
10,479
|
|
|
$
|
8,908
|
|
|
$
|
619
|
|
|
$
|
20,006
|
|
Depreciation and amortization
(3)
|
|
$
|
536
|
|
|
$
|
345
|
|
|
$
|
14
|
|
|
$
|
895
|
|
Interest expense
|
|
19
|
|
|
140
|
|
|
244
|
|
|
403
|
|
||||
Segment profit (loss)
|
|
1,055
|
|
|
964
|
|
|
(217
|
)
|
|
1,802
|
|
||||
Equity in net income of unconsolidated affiliates
|
|
34
|
|
|
135
|
|
|
—
|
|
|
169
|
|
(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)
|
Services segment results for 2015 include a charge of
$389
related to our Health Enterprise platform implementations in California and Montana.
$116
of the charge was recorded as a reduction to revenues and the remainder of
$273
was recorded to Cost of outsourcing, maintenance and rentals.
|
(3)
|
Depreciation and amortization excludes amortization of intangible assets - see reconciliation below.
|
|
|
Year Ended December 31,
|
||||||||||
Segment Profit Reconciliation to Pre-tax Income
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total Segment Profit
|
|
$
|
1,058
|
|
|
$
|
1,833
|
|
|
$
|
1,802
|
|
Reconciling items:
|
|
|
|
|
|
|
||||||
Amortization of intangible assets
|
|
(310
|
)
|
|
(315
|
)
|
|
(305
|
)
|
|||
Equity in net income of unconsolidated affiliates
|
|
(135
|
)
|
|
(160
|
)
|
|
(169
|
)
|
|||
Restructuring and related costs
(1)
|
|
(196
|
)
|
|
(149
|
)
|
|
(115
|
)
|
|||
Restructuring charges of Fuji Xerox
|
|
(4
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|||
Litigation matters
|
|
—
|
|
|
—
|
|
|
37
|
|
|||
Other
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|||
Pre-tax Income
|
|
$
|
412
|
|
|
$
|
1,206
|
|
|
$
|
1,243
|
|
(1)
|
Restructuring and asset impairment charges were
$186
,
$128
, and
$115
for the three years ended December 31,
2015
,
2014
and
2013
, respectively, and Business transformation costs were
$10
,
$21
and $
0
, respectively. 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. Business transformation costs were not applicable in 2013.
|
|
|
Revenues
|
|
Long-Lived Assets
(1)
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
United States
|
|
$
|
12,557
|
|
|
$
|
13,041
|
|
|
$
|
13,272
|
|
|
$
|
1,279
|
|
|
$
|
1,758
|
|
|
$
|
1,870
|
|
Europe
|
|
3,783
|
|
|
4,428
|
|
|
4,414
|
|
|
476
|
|
|
632
|
|
|
761
|
|
||||||
Other areas
|
|
1,705
|
|
|
2,071
|
|
|
2,320
|
|
|
234
|
|
|
240
|
|
|
243
|
|
||||||
Total Revenues and Long-Lived Assets
|
|
$
|
18,045
|
|
|
$
|
19,540
|
|
|
$
|
20,006
|
|
|
$
|
1,989
|
|
|
$
|
2,630
|
|
|
$
|
2,874
|
|
(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.
|
|
|
Weighted-Average Life (Years)
|
|
Total 2015 Acquisitions
|
||
Accounts/finance receivables
|
|
|
|
$
|
8
|
|
Intangible assets:
|
|
|
|
|
||
Customer relationships
|
|
9
|
|
49
|
|
|
Trademarks
|
|
12
|
|
2
|
|
|
Non-compete agreements
|
|
4
|
|
2
|
|
|
Software
|
|
4
|
|
7
|
|
|
Goodwill
|
|
|
|
151
|
|
|
Other assets
|
|
|
|
12
|
|
|
Total Assets Acquired
|
|
|
|
231
|
|
|
Liabilities assumed
|
|
|
|
(21
|
)
|
|
Total Purchase Price
|
|
|
|
$
|
210
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
|
|
ITO
|
|
Other
|
|
Total
|
|
ITO
|
|
Other
|
|
Total
|
|
ITO
|
|
Other
|
|
Total
|
||||||||||||||||||
Revenues
|
|
$
|
619
|
|
|
$
|
—
|
|
|
$
|
619
|
|
|
$
|
1,320
|
|
|
$
|
45
|
|
|
$
|
1,365
|
|
|
$
|
1,335
|
|
|
$
|
497
|
|
|
$
|
1,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Income (loss) from operations
(1),(2)
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
74
|
|
|
$
|
(1
|
)
|
|
$
|
73
|
|
|
$
|
70
|
|
|
$
|
2
|
|
|
$
|
72
|
|
Loss on disposal
|
|
(101
|
)
|
|
—
|
|
|
(101
|
)
|
|
(181
|
)
|
|
(1
|
)
|
|
(182
|
)
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||||||||
Net income (loss) before income taxes
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(107
|
)
|
|
$
|
(2
|
)
|
|
$
|
(109
|
)
|
|
$
|
70
|
|
|
$
|
(23
|
)
|
|
$
|
47
|
|
Income tax expense
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(24
|
)
|
|
(3
|
)
|
|
(27
|
)
|
|||||||||
(Loss) income from discontinued operations, net of tax
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
(78
|
)
|
|
$
|
(112
|
)
|
|
$
|
(3
|
)
|
|
$
|
(115
|
)
|
|
$
|
46
|
|
|
$
|
(26
|
)
|
|
$
|
20
|
|
(1)
|
ITO income from operations for the year ended December 31, 2015, excludes approximately $
80
of depreciation and amortization expense (including $
14
for intangible amortization) since the business was held for sale.
|
(2)
|
ITO Income from operations for the year ended December 31, 2014 includes approximately $
161
of depreciation and amortization expense (including
$27
for intangible amortization).
|
|
|
December 31, 2014
|
||
Accounts receivable, net
|
|
$
|
213
|
|
Other current assets
|
|
146
|
|
|
Land, buildings and equipment, net
|
|
220
|
|
|
Intangible assets, net
|
|
197
|
|
|
Goodwill
|
|
337
|
|
|
Other long-term assets
|
|
147
|
|
|
Total Assets of Discontinued Operations
|
|
$
|
1,260
|
|
Current portion of long-term debt
|
|
$
|
31
|
|
Accounts payable
|
|
32
|
|
|
Accrued pension and benefit costs
|
|
9
|
|
|
Unearned income
|
|
64
|
|
|
Other current liabilities
|
|
112
|
|
|
Long-term debt
|
|
44
|
|
|
Pension and other benefit liabilities
|
|
25
|
|
|
Other long-term liabilities
|
|
54
|
|
|
Total Liabilities of Discontinued Operations
|
|
$
|
371
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Depreciation of buildings and equipment
(1)
|
|
$
|
—
|
|
|
$
|
98
|
|
|
$
|
99
|
|
Amortization of internal use software
(1)
|
|
—
|
|
|
9
|
|
|
10
|
|
|||
Amortization of acquired intangible assets
(1)
|
|
—
|
|
|
27
|
|
|
27
|
|
|||
Amortization of customer contract costs
(1)
|
|
—
|
|
|
26
|
|
|
22
|
|
|||
Operating lease rent expense
|
|
130
|
|
|
258
|
|
|
241
|
|
|||
Defined contribution plans
|
|
4
|
|
|
8
|
|
|
7
|
|
|||
Interest expense
(2)
|
|
2
|
|
|
4
|
|
|
3
|
|
|||
|
|
|
|
|
|
|
||||||
Expenditures:
|
|
|
|
|
|
|
||||||
Cost of additions to land, buildings and equipment
|
|
$
|
41
|
|
|
$
|
105
|
|
|
$
|
99
|
|
Cost of additions to internal use software
|
|
1
|
|
|
2
|
|
|
4
|
|
|||
Customer-related deferred set-up/transition and inducement costs
|
|
10
|
|
|
26
|
|
|
35
|
|
(1)
|
ITO income from operations for the year ended December 31, 2015, excludes approximately $
80
of depreciation and amortization expense (including $
14
for intangible amortization) since the business was held for sale.
|
(2)
|
Interest expense is related to capital lease obligations, which were assumed by the purchaser of the ITO business.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Amounts billed or billable
|
|
$
|
2,110
|
|
|
$
|
2,421
|
|
Unbilled amounts
|
|
289
|
|
|
318
|
|
||
Allowance for doubtful accounts
|
|
(80
|
)
|
|
(87
|
)
|
||
Accounts Receivable, Net
|
|
$
|
2,319
|
|
|
$
|
2,652
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Accounts receivable sales
|
|
$
|
2,467
|
|
|
$
|
2,906
|
|
|
$
|
3,401
|
|
Deferred proceeds
|
|
247
|
|
|
387
|
|
|
486
|
|
|||
Loss on sale of accounts receivable
|
|
13
|
|
|
15
|
|
|
17
|
|
|||
Estimated increase (decrease) to operating cash flows
(1)
|
|
120
|
|
|
(68
|
)
|
|
(55
|
)
|
(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.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Gross receivables
|
|
$
|
4,683
|
|
|
$
|
5,009
|
|
Unearned income
|
|
(577
|
)
|
|
(624
|
)
|
||
Subtotal
|
|
4,106
|
|
|
4,385
|
|
||
Residual values
|
|
—
|
|
|
—
|
|
||
Allowance for doubtful accounts
|
|
(118
|
)
|
|
(131
|
)
|
||
Finance Receivables, Net
|
|
3,988
|
|
|
4,254
|
|
||
Less: Billed portion of finance receivables, net
|
|
97
|
|
|
110
|
|
||
Less: Current portion of finance receivables not billed, net
|
|
1,315
|
|
|
1,425
|
|
||
Finance Receivables Due After One Year, Net
|
|
$
|
2,576
|
|
|
$
|
2,719
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
$
|
1,717
|
|
|
$
|
1,295
|
|
|
$
|
922
|
|
|
$
|
530
|
|
|
$
|
201
|
|
|
$
|
18
|
|
|
$
|
4,683
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net carrying value (NCV) sold
|
|
$
|
676
|
|
|
$
|
682
|
|
Allowance included in NCV
|
|
17
|
|
|
18
|
|
||
Cash proceeds received
|
|
635
|
|
|
630
|
|
||
Beneficial interests received
|
|
86
|
|
|
101
|
|
|
|
|
|
|||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||
Net cash received for sales of finance receivables
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
631
|
|
|
$
|
625
|
|
Impact from prior sales of finance receivables
(2)
|
|
(342
|
)
|
|
(527
|
)
|
|
(392
|
)
|
|
(45
|
)
|
||||
Collections on beneficial interests
|
|
56
|
|
|
94
|
|
|
58
|
|
|
—
|
|
||||
Estimated (Decrease) Increase to Operating Cash Flows
|
|
$
|
(286
|
)
|
|
$
|
(433
|
)
|
|
$
|
297
|
|
|
$
|
580
|
|
(1)
|
Net of beneficial interest, fees and expenses.
|
(2)
|
Represents cash that would have been collected if we had not sold finance receivables.
|
Allowance for Credit Losses:
|
|
United States
|
|
Canada
|
|
Europe
|
|
Other
(3)
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
|
$
|
45
|
|
|
$
|
22
|
|
|
$
|
81
|
|
|
$
|
6
|
|
|
$
|
154
|
|
Provision
|
|
—
|
|
|
9
|
|
|
15
|
|
|
9
|
|
|
33
|
|
|||||
Charge-offs
|
|
(5
|
)
|
|
(14
|
)
|
|
(29
|
)
|
|
(3
|
)
|
|
(51
|
)
|
|||||
Recoveries and other
(1)
|
|
1
|
|
|
3
|
|
|
(9
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Balance at December 31, 2014
|
|
41
|
|
|
20
|
|
|
58
|
|
|
12
|
|
|
131
|
|
|||||
Provision
|
|
5
|
|
|
6
|
|
|
10
|
|
|
7
|
|
|
28
|
|
|||||
Charge-offs
|
|
(5
|
)
|
|
(10
|
)
|
|
(17
|
)
|
|
(4
|
)
|
|
(36
|
)
|
|||||
Recoveries and other
(1)
|
|
1
|
|
|
1
|
|
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
42
|
|
|
$
|
17
|
|
|
$
|
45
|
|
|
$
|
14
|
|
|
$
|
118
|
|
Finance Receivables Collectively Evaluated for Impairment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
(2)
|
|
$
|
1,728
|
|
|
$
|
424
|
|
|
$
|
1,835
|
|
|
$
|
398
|
|
|
$
|
4,385
|
|
December 31, 2015
(2)
|
|
$
|
1,731
|
|
|
$
|
365
|
|
|
$
|
1,509
|
|
|
$
|
501
|
|
|
$
|
4,106
|
|
(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 the allowance for credit losses of
$118
and
$131
at
December 31, 2015
and
2014
, respectively.
|
(3)
|
Includes developing market countries and smaller units.
|
•
|
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 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%
.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Investment
Grade
|
|
Non-investment
Grade
|
|
Sub-standard
|
|
Total
Finance Receivables
|
|
Investment
Grade
|
|
Non-investment
Grade
|
|
Sub-standard
|
|
Total
Finance Receivables
|
||||||||||||||||
Finance and other services
|
$
|
191
|
|
|
$
|
184
|
|
|
$
|
58
|
|
|
$
|
433
|
|
|
$
|
195
|
|
|
$
|
159
|
|
|
$
|
55
|
|
|
$
|
409
|
|
Government and education
|
536
|
|
|
13
|
|
|
4
|
|
|
553
|
|
|
589
|
|
|
13
|
|
|
3
|
|
|
605
|
|
||||||||
Graphic arts
|
145
|
|
|
86
|
|
|
119
|
|
|
350
|
|
|
148
|
|
|
79
|
|
|
90
|
|
|
317
|
|
||||||||
Industrial
|
84
|
|
|
44
|
|
|
18
|
|
|
146
|
|
|
92
|
|
|
41
|
|
|
18
|
|
|
151
|
|
||||||||
Healthcare
|
83
|
|
|
24
|
|
|
13
|
|
|
120
|
|
|
84
|
|
|
26
|
|
|
14
|
|
|
124
|
|
||||||||
Other
|
52
|
|
|
48
|
|
|
29
|
|
|
129
|
|
|
55
|
|
|
38
|
|
|
29
|
|
|
122
|
|
||||||||
Total United States
|
1,091
|
|
|
399
|
|
|
241
|
|
|
1,731
|
|
|
1,163
|
|
|
356
|
|
|
209
|
|
|
1,728
|
|
||||||||
Finance and other services
|
55
|
|
|
35
|
|
|
9
|
|
|
99
|
|
|
54
|
|
|
31
|
|
|
12
|
|
|
97
|
|
||||||||
Government and education
|
59
|
|
|
7
|
|
|
2
|
|
|
68
|
|
|
76
|
|
|
8
|
|
|
2
|
|
|
86
|
|
||||||||
Graphic arts
|
45
|
|
|
35
|
|
|
21
|
|
|
101
|
|
|
58
|
|
|
49
|
|
|
36
|
|
|
143
|
|
||||||||
Industrial
|
23
|
|
|
12
|
|
|
3
|
|
|
38
|
|
|
24
|
|
|
13
|
|
|
4
|
|
|
41
|
|
||||||||
Other
|
33
|
|
|
23
|
|
|
3
|
|
|
59
|
|
|
34
|
|
|
19
|
|
|
4
|
|
|
57
|
|
||||||||
Total Canada
(1)
|
215
|
|
|
112
|
|
|
38
|
|
|
365
|
|
|
246
|
|
|
120
|
|
|
58
|
|
|
424
|
|
||||||||
France
|
203
|
|
|
207
|
|
|
101
|
|
|
511
|
|
|
253
|
|
|
234
|
|
|
129
|
|
|
616
|
|
||||||||
U.K/Ireland
|
235
|
|
|
91
|
|
|
3
|
|
|
329
|
|
|
255
|
|
|
101
|
|
|
6
|
|
|
362
|
|
||||||||
Central
(2)
|
206
|
|
|
186
|
|
|
25
|
|
|
417
|
|
|
230
|
|
|
278
|
|
|
30
|
|
|
538
|
|
||||||||
Southern
(3)
|
36
|
|
|
138
|
|
|
17
|
|
|
191
|
|
|
60
|
|
|
148
|
|
|
36
|
|
|
244
|
|
||||||||
Nordic
(4)
|
24
|
|
|
35
|
|
|
2
|
|
|
61
|
|
|
25
|
|
|
49
|
|
|
1
|
|
|
75
|
|
||||||||
Total Europe
|
704
|
|
|
657
|
|
|
148
|
|
|
1,509
|
|
|
823
|
|
|
810
|
|
|
202
|
|
|
1,835
|
|
||||||||
Other
|
165
|
|
|
257
|
|
|
79
|
|
|
501
|
|
|
195
|
|
|
163
|
|
|
40
|
|
|
398
|
|
||||||||
Total
|
$
|
2,175
|
|
|
$
|
1,425
|
|
|
$
|
506
|
|
|
$
|
4,106
|
|
|
$
|
2,427
|
|
|
$
|
1,449
|
|
|
$
|
509
|
|
|
$
|
4,385
|
|
(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.
|
(2)
|
Switzerland, Germany, Austria, Belgium and Holland.
|
(3)
|
Italy, Greece, Spain and Portugal.
|
(4)
|
Sweden, Norway, Denmark and Finland.
|
|
December 31, 2015
|
||||||||||||||||||||||||||
|
Current
|
|
31-90
Days
Past Due
|
|
>90 Days
Past Due
|
|
Total Billed
|
|
Unbilled
|
|
Total
Finance
Receivables
|
|
>90 Days
and
Accruing
|
||||||||||||||
Finance and other services
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
11
|
|
|
$
|
422
|
|
|
$
|
433
|
|
|
$
|
14
|
|
Government and education
|
11
|
|
|
1
|
|
|
4
|
|
|
16
|
|
|
537
|
|
|
553
|
|
|
37
|
|
|||||||
Graphic arts
|
12
|
|
|
2
|
|
|
1
|
|
|
15
|
|
|
335
|
|
|
350
|
|
|
8
|
|
|||||||
Industrial
|
4
|
|
|
1
|
|
|
1
|
|
|
6
|
|
|
140
|
|
|
146
|
|
|
7
|
|
|||||||
Healthcare
|
3
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|
115
|
|
|
120
|
|
|
9
|
|
|||||||
Other
|
2
|
|
|
1
|
|
|
1
|
|
|
4
|
|
|
125
|
|
|
129
|
|
|
7
|
|
|||||||
Total United States
|
39
|
|
|
8
|
|
|
10
|
|
|
57
|
|
|
1,674
|
|
|
1,731
|
|
|
82
|
|
|||||||
Canada
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
362
|
|
|
365
|
|
|
9
|
|
|||||||
France
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511
|
|
|
511
|
|
|
25
|
|
|||||||
U.K./Ireland
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
328
|
|
|
329
|
|
|
1
|
|
|||||||
Central
(1)
|
3
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|
412
|
|
|
417
|
|
|
7
|
|
|||||||
Southern
(2)
|
8
|
|
|
2
|
|
|
3
|
|
|
13
|
|
|
178
|
|
|
191
|
|
|
10
|
|
|||||||
Nordic
(3)
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
60
|
|
|
61
|
|
|
4
|
|
|||||||
Total Europe
|
13
|
|
|
3
|
|
|
4
|
|
|
20
|
|
|
1,489
|
|
|
1,509
|
|
|
47
|
|
|||||||
Other
|
19
|
|
|
2
|
|
|
1
|
|
|
22
|
|
|
479
|
|
|
501
|
|
|
—
|
|
|||||||
Total
|
$
|
74
|
|
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
102
|
|
|
$
|
4,004
|
|
|
$
|
4,106
|
|
|
$
|
138
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||
|
Current
|
|
31-90
Days Past Due |
|
>90 Days
Past Due |
|
Total Billed
|
|
Unbilled
|
|
Total
Finance Receivables |
|
>90 Days
and Accruing |
||||||||||||||
Finance and other services
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
399
|
|
|
$
|
409
|
|
|
$
|
13
|
|
Government and education
|
14
|
|
|
4
|
|
|
3
|
|
|
21
|
|
|
584
|
|
|
605
|
|
|
25
|
|
|||||||
Graphic arts
|
12
|
|
|
1
|
|
|
1
|
|
|
14
|
|
|
303
|
|
|
317
|
|
|
6
|
|
|||||||
Industrial
|
4
|
|
|
1
|
|
|
1
|
|
|
6
|
|
|
145
|
|
|
151
|
|
|
9
|
|
|||||||
Healthcare
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
120
|
|
|
124
|
|
|
5
|
|
|||||||
Other
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
118
|
|
|
122
|
|
|
6
|
|
|||||||
Total United States
|
43
|
|
|
10
|
|
|
6
|
|
|
59
|
|
|
1,669
|
|
|
1,728
|
|
|
64
|
|
|||||||
Canada
|
9
|
|
|
2
|
|
|
1
|
|
|
12
|
|
|
412
|
|
|
424
|
|
|
17
|
|
|||||||
France
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
613
|
|
|
616
|
|
|
35
|
|
|||||||
U.K./Ireland
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
361
|
|
|
362
|
|
|
1
|
|
|||||||
Central
(1)
|
2
|
|
|
2
|
|
|
1
|
|
|
5
|
|
|
533
|
|
|
538
|
|
|
15
|
|
|||||||
Southern
(2)
|
14
|
|
|
4
|
|
|
4
|
|
|
22
|
|
|
222
|
|
|
244
|
|
|
17
|
|
|||||||
Nordic
(3)
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
74
|
|
|
75
|
|
|
2
|
|
|||||||
Total Europe
|
18
|
|
|
7
|
|
|
7
|
|
|
32
|
|
|
1,803
|
|
|
1,835
|
|
|
70
|
|
|||||||
Other
|
13
|
|
|
1
|
|
|
—
|
|
|
14
|
|
|
384
|
|
|
398
|
|
|
—
|
|
|||||||
Total
|
$
|
83
|
|
|
$
|
20
|
|
|
$
|
14
|
|
|
$
|
117
|
|
|
$
|
4,268
|
|
|
$
|
4,385
|
|
|
$
|
151
|
|
(1)
|
Switzerland, Germany, Austria, Belgium and Holland.
|
(2)
|
Italy, Greece, Spain and Portugal.
|
(3)
|
Sweden, Norway, Denmark and Finland.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Finished goods
|
|
$
|
792
|
|
|
$
|
778
|
|
Work-in-process
|
|
51
|
|
|
58
|
|
||
Raw materials
|
|
99
|
|
|
98
|
|
||
Total Inventories
|
|
$
|
942
|
|
|
$
|
934
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Equipment on operating leases
|
|
$
|
1,478
|
|
|
$
|
1,531
|
|
Accumulated depreciation
|
|
(983
|
)
|
|
(1,006
|
)
|
||
Equipment on Operating Leases, Net
|
|
$
|
495
|
|
|
$
|
525
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||
$
|
331
|
|
|
$
|
228
|
|
|
$
|
144
|
|
|
$
|
78
|
|
|
$
|
30
|
|
|
$
|
3
|
|
|
|
|
|
December 31,
|
||||||
|
|
Estimated Useful Lives (Years)
|
|
2015
|
|
2014
|
||||
Land
|
|
|
|
$
|
31
|
|
|
$
|
42
|
|
Building and building equipment
|
|
25 to 50
|
|
947
|
|
|
996
|
|
||
Leasehold improvements
|
|
Varies
|
|
452
|
|
|
466
|
|
||
Plant machinery
|
|
5 to 12
|
|
1,274
|
|
|
1,375
|
|
||
Office furniture and equipment
|
|
3 to 15
|
|
1,389
|
|
|
1,384
|
|
||
Other
|
|
4 to 20
|
|
65
|
|
|
78
|
|
||
Construction in progress
|
|
|
|
54
|
|
|
73
|
|
||
Subtotal
|
|
|
|
4,212
|
|
|
4,414
|
|
||
Accumulated depreciation
|
|
|
|
(3,216
|
)
|
|
(3,291
|
)
|
||
Land, Buildings and Equipment, Net
|
|
|
|
$
|
996
|
|
|
$
|
1,123
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation expense
|
|
$
|
277
|
|
|
$
|
324
|
|
|
$
|
332
|
|
Operating lease expense
|
|
553
|
|
|
560
|
|
|
513
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||
$
|
378
|
|
|
$
|
271
|
|
|
$
|
178
|
|
|
$
|
122
|
|
|
$
|
78
|
|
|
$
|
139
|
|
|
|
Year Ended December 31,
|
||||||||||
Additions to:
|
|
2015
|
|
2014
|
|
2013
|
||||||
Internal use software
|
|
$
|
91
|
|
|
$
|
82
|
|
|
$
|
77
|
|
Product software
|
|
23
|
|
|
23
|
|
|
28
|
|
|
|
December 31,
|
||||||
Capitalized costs, net:
|
|
2015
|
|
2014
|
||||
Internal use software
|
|
$
|
383
|
|
|
$
|
434
|
|
Product software
|
|
115
|
|
|
307
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Fuji Xerox
|
|
$
|
1,315
|
|
|
$
|
1,275
|
|
Other
|
|
74
|
|
|
63
|
|
||
Investments in Affiliates, at Equity
|
|
$
|
1,389
|
|
|
$
|
1,338
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fuji Xerox
|
|
$
|
117
|
|
|
$
|
147
|
|
|
$
|
156
|
|
Other
|
|
18
|
|
|
13
|
|
|
13
|
|
|||
Total Equity in Net Income of Unconsolidated Affiliates
|
|
$
|
135
|
|
|
$
|
160
|
|
|
$
|
169
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Summary of Operations
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
9,925
|
|
|
$
|
11,112
|
|
|
$
|
11,415
|
|
Costs and expenses
|
|
9,198
|
|
|
10,242
|
|
|
10,479
|
|
|||
Income before income taxes
|
|
727
|
|
|
870
|
|
|
936
|
|
|||
Income tax expense
|
|
233
|
|
|
262
|
|
|
276
|
|
|||
Net Income
|
|
494
|
|
|
608
|
|
|
660
|
|
|||
Less: Net income - noncontrolling interests
|
|
7
|
|
|
4
|
|
|
5
|
|
|||
Net Income - Fuji Xerox
|
|
$
|
487
|
|
|
$
|
604
|
|
|
$
|
655
|
|
Balance Sheet
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Current assets
|
|
$
|
4,585
|
|
|
$
|
4,801
|
|
|
$
|
4,955
|
|
Long-term assets
|
|
4,946
|
|
|
4,742
|
|
|
5,160
|
|
|||
Total Assets
|
|
$
|
9,531
|
|
|
$
|
9,543
|
|
|
$
|
10,115
|
|
Liabilities and Equity:
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
$
|
2,808
|
|
|
$
|
2,982
|
|
|
$
|
3,114
|
|
Long-term debt
|
|
584
|
|
|
580
|
|
|
978
|
|
|||
Other long-term liabilities
|
|
511
|
|
|
482
|
|
|
680
|
|
|||
Noncontrolling interests
|
|
31
|
|
|
30
|
|
|
28
|
|
|||
Fuji Xerox shareholders' equity
|
|
5,597
|
|
|
5,469
|
|
|
5,315
|
|
|||
Total Liabilities and Equity
|
|
$
|
9,531
|
|
|
$
|
9,543
|
|
|
$
|
10,115
|
|
Financial Statement
|
|
Exchange Basis
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Summary of Operations
|
|
Weighted average rate
|
|
121.01
|
|
|
105.58
|
|
|
97.52
|
|
Balance Sheet
|
|
Year-end rate
|
|
120.49
|
|
|
119.46
|
|
|
105.15
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Dividends received from Fuji Xerox
|
|
$
|
51
|
|
|
$
|
58
|
|
|
$
|
60
|
|
Royalty revenue earned
|
|
102
|
|
|
115
|
|
|
118
|
|
|||
Inventory purchases from Fuji Xerox
|
|
1,728
|
|
|
1,831
|
|
|
1,903
|
|
|||
Inventory sales to Fuji Xerox
|
|
108
|
|
|
120
|
|
|
145
|
|
|||
R&D payments received from Fuji Xerox
|
|
1
|
|
|
1
|
|
|
2
|
|
|||
R&D payments paid to Fuji Xerox
|
|
7
|
|
|
17
|
|
|
21
|
|
|
|
Services
|
|
Document Technology
|
|
Total
|
||||||
Balance at December 31, 2013
|
|
$
|
6,815
|
|
|
$
|
2,390
|
|
|
$
|
9,205
|
|
Foreign currency translation
|
|
(98
|
)
|
|
(56
|
)
|
|
(154
|
)
|
|||
Acquisitions:
|
|
|
|
|
|
|
||||||
Invoco
|
|
39
|
|
|
—
|
|
|
39
|
|
|||
ISG
|
|
166
|
|
|
—
|
|
|
166
|
|
|||
Consilience
|
|
23
|
|
|
—
|
|
|
23
|
|
|||
Other
|
|
2
|
|
|
19
|
|
|
21
|
|
|||
Divestitures
(1)
|
|
(495
|
)
|
|
—
|
|
|
(495
|
)
|
|||
Balance at December 31, 2014
|
|
$
|
6,452
|
|
|
$
|
2,353
|
|
|
$
|
8,805
|
|
Foreign currency translation
|
|
(95
|
)
|
|
(38
|
)
|
|
(133
|
)
|
|||
Acquisitions:
|
|
|
|
|
|
|
||||||
RSA Medical
|
|
107
|
|
|
—
|
|
|
107
|
|
|||
Intellinex
|
|
19
|
|
|
—
|
|
|
19
|
|
|||
Other
|
|
19
|
|
|
6
|
|
|
25
|
|
|||
Balance at December 31, 2015
|
|
$
|
6,502
|
|
|
$
|
2,321
|
|
|
$
|
8,823
|
|
(1)
|
Primarily represents goodwill related to our ITO business (
$487
), which was held for sale and reported as a discontinued operation through its date of sale on June 30, 2015. Refer to Note 4 - Divestitures for additional information regarding this sale.
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
Weighted Average
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
Customer relationships
|
|
12 years
|
|
$
|
3,435
|
|
|
$
|
1,906
|
|
|
$
|
1,529
|
|
|
$
|
3,301
|
|
|
$
|
1,532
|
|
|
$
|
1,769
|
|
Distribution network
|
|
25 years
|
|
123
|
|
|
79
|
|
|
44
|
|
|
123
|
|
|
74
|
|
|
49
|
|
||||||
Trademarks
|
|
20 years
|
|
270
|
|
|
98
|
|
|
172
|
|
|
274
|
|
|
87
|
|
|
187
|
|
||||||
Technology, patents and non-compete
|
|
9 years
|
|
32
|
|
|
12
|
|
|
20
|
|
|
40
|
|
|
14
|
|
|
26
|
|
||||||
Total Intangible Assets
|
|
|
|
$
|
3,860
|
|
|
$
|
2,095
|
|
|
$
|
1,765
|
|
|
$
|
3,738
|
|
|
$
|
1,707
|
|
|
$
|
2,031
|
|
|
|
Severance and
Related Costs
|
|
Lease Cancellation
and Other Costs
|
|
Asset Impairments
(1)
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
123
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
130
|
|
Restructuring provision
|
|
141
|
|
|
2
|
|
|
1
|
|
|
144
|
|
||||
Reversals of prior accruals
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
||||
Net current period charges - continuing operations
(2)
|
|
112
|
|
|
2
|
|
|
1
|
|
|
115
|
|
||||
Discontinued operations
(3)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Total Net Current Period Charges
|
|
119
|
|
|
2
|
|
|
1
|
|
|
122
|
|
||||
Charges against reserve and currency
|
|
(133
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(136
|
)
|
||||
Balance at December 31, 2013
|
|
109
|
|
|
7
|
|
|
—
|
|
|
116
|
|
||||
Restructuring provision
|
|
143
|
|
|
5
|
|
|
7
|
|
|
155
|
|
||||
Reversals of prior accruals
|
|
(25
|
)
|
|
(2
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Net current period charges - continuing operations
(2)
|
|
118
|
|
|
3
|
|
|
7
|
|
|
128
|
|
||||
Discontinued operations
(3)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total Net Current Period Charges
|
|
120
|
|
|
3
|
|
|
7
|
|
|
130
|
|
||||
Charges against reserve and currency
|
|
(136
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
(149
|
)
|
||||
Balance at December 31, 2014
|
|
93
|
|
|
4
|
|
|
—
|
|
|
97
|
|
||||
Restructuring provision
|
|
54
|
|
|
4
|
|
|
153
|
|
|
211
|
|
||||
Reversals of prior accruals
|
|
(22
|
)
|
|
(3
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Net current period charges - continuing operations
(2)
|
|
32
|
|
|
1
|
|
|
153
|
|
|
186
|
|
||||
Charges against reserve and currency
|
|
(103
|
)
|
|
(3
|
)
|
|
(153
|
)
|
|
(259
|
)
|
||||
Balance at December 31, 2015
|
|
$
|
22
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
24
|
|
(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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Charges against reserve
|
|
$
|
(259
|
)
|
|
$
|
(149
|
)
|
|
$
|
(136
|
)
|
Asset impairments
|
|
153
|
|
|
7
|
|
|
1
|
|
|||
Effects of foreign currency and other non-cash items
|
|
8
|
|
|
9
|
|
|
(1
|
)
|
|||
Restructuring Cash Payments
|
|
$
|
(98
|
)
|
|
$
|
(133
|
)
|
|
$
|
(136
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Services
|
|
$
|
163
|
|
|
$
|
38
|
|
|
$
|
38
|
|
Document Technology
|
|
15
|
|
|
76
|
|
|
77
|
|
|||
Other
|
|
8
|
|
|
14
|
|
|
—
|
|
|||
Total Net Restructuring Charges
|
|
$
|
186
|
|
|
$
|
128
|
|
|
$
|
115
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Other Current Assets
|
|
|
|
|
||||
Deferred taxes
(1)
|
|
$
|
—
|
|
|
$
|
382
|
|
Income taxes receivable
|
|
14
|
|
|
43
|
|
||
Royalties, license fees and software maintenance
|
|
75
|
|
|
61
|
|
||
Restricted cash
|
|
100
|
|
|
113
|
|
||
Prepaid expenses
|
|
103
|
|
|
122
|
|
||
Derivative instruments
|
|
55
|
|
|
22
|
|
||
Deferred purchase price from sales of accounts receivables
|
|
61
|
|
|
73
|
|
||
Beneficial interests - sales of finance receivables
|
|
8
|
|
|
35
|
|
||
Advances and deposits
|
|
32
|
|
|
29
|
|
||
Other
|
|
196
|
|
|
202
|
|
||
Total Other Current Assets
|
|
$
|
644
|
|
|
$
|
1,082
|
|
Other Current Liabilities
|
|
|
|
|
|
|
||
Deferred taxes
(1)
|
|
$
|
—
|
|
|
$
|
61
|
|
Income taxes payable
|
|
36
|
|
|
58
|
|
||
Other taxes payable
|
|
97
|
|
|
125
|
|
||
Interest payable
|
|
73
|
|
|
78
|
|
||
Restructuring reserves
|
|
23
|
|
|
92
|
|
||
Derivative instruments
|
|
13
|
|
|
58
|
|
||
Product warranties
|
|
8
|
|
|
11
|
|
||
Dividends payable
|
|
85
|
|
|
88
|
|
||
Distributor and reseller rebates/commissions
|
|
106
|
|
|
120
|
|
||
Servicer liabilities
|
|
93
|
|
|
107
|
|
||
Due to Atos
(2)
|
|
52
|
|
|
—
|
|
||
Other
|
|
990
|
|
|
711
|
|
||
Total Other Current Liabilities
|
|
$
|
1,576
|
|
|
$
|
1,509
|
|
Other Long-term Assets
|
|
|
|
|
|
|
||
Deferred taxes
(1)
|
|
$
|
714
|
|
|
$
|
346
|
|
Income taxes receivable
|
|
8
|
|
|
17
|
|
||
Prepaid pension costs
|
|
31
|
|
|
17
|
|
||
Net investment in TRG
|
|
142
|
|
|
158
|
|
||
Internal use software, net
|
|
383
|
|
|
434
|
|
||
Product software, net
|
|
115
|
|
|
307
|
|
||
Restricted cash
|
|
72
|
|
|
139
|
|
||
Debt issuance costs, net
|
|
32
|
|
|
31
|
|
||
Customer contract costs, net
|
|
180
|
|
|
227
|
|
||
Beneficial interest - sales of finance receivables
|
|
30
|
|
|
42
|
|
||
Deferred compensation plan investments
|
|
125
|
|
|
125
|
|
||
Other
|
|
256
|
|
|
400
|
|
||
Total Other Long-term Assets
|
|
$
|
2,088
|
|
|
$
|
2,243
|
|
Other Long-term Liabilities
|
|
|
|
|
|
|
||
Deferred taxes
(1)
|
|
$
|
60
|
|
|
$
|
34
|
|
Income taxes payable
|
|
65
|
|
|
64
|
|
||
Environmental reserves
|
|
11
|
|
|
9
|
|
||
Unearned income
|
|
100
|
|
|
116
|
|
||
Restructuring reserves
|
|
1
|
|
|
3
|
|
||
Other
|
|
180
|
|
|
228
|
|
||
Total Other Long-term Liabilities
|
|
$
|
417
|
|
|
$
|
454
|
|
(1)
|
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, we early adopted
ASU 2015-17
, Income Taxes: Balance Sheet Classification of Deferred Taxes, which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. Adoption of this update resulted in a reclassification of our net current deferred tax asset and liabilities to the net non-current deferred tax asset and liabilities in our Consolidated Balance Sheet as of December 31, 2015. Prior periods were not retrospectively adjusted.
|
(2)
|
Refer to Note 4 - Divestitures for additional information.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Tax and labor litigation deposits in Brazil
|
|
$
|
71
|
|
|
$
|
135
|
|
Escrow and cash collections related to receivable sales
|
|
93
|
|
|
107
|
|
||
Other restricted cash
|
|
8
|
|
|
10
|
|
||
Total Restricted Cash
|
|
$
|
172
|
|
|
$
|
252
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
150
|
|
Notes Payable
|
|
3
|
|
|
1
|
|
||
Current maturities of long-term debt
|
|
982
|
|
|
1,276
|
|
||
Total Short-term Debt
|
|
$
|
985
|
|
|
$
|
1,427
|
|
|
|
|
|
December 31,
|
|||||||
|
|
Weighted Average Interest Rates at December 31, 2015
(2)
|
|
2015
|
|
2014
|
|||||
Xerox Corporation
|
|
|
|
|
|
|
|
||||
Senior Notes due 2015
|
|
4.29
|
%
|
|
$
|
—
|
|
|
$
|
1,000
|
|
Senior Notes due 2016
|
|
6.48
|
%
|
|
700
|
|
|
700
|
|
||
Notes due 2016
|
|
7.20
|
%
|
|
250
|
|
|
250
|
|
||
Senior Notes due 2017
|
|
6.83
|
%
|
|
500
|
|
|
500
|
|
||
Senior Notes due 2017
|
|
2.98
|
%
|
|
500
|
|
|
500
|
|
||
Notes due 2018
|
|
0.57
|
%
|
|
1
|
|
|
1
|
|
||
Senior Notes due 2018
|
|
6.37
|
%
|
|
1,000
|
|
|
1,000
|
|
||
Senior Notes due 2019
|
|
2.77
|
%
|
|
500
|
|
|
500
|
|
||
Senior Notes due 2019
|
|
5.66
|
%
|
|
650
|
|
|
650
|
|
||
Senior Notes due 2020
|
|
2.81
|
%
|
|
400
|
|
|
400
|
|
||
Senior Notes due 2020
|
|
3.70
|
%
|
|
400
|
|
|
—
|
|
||
Senior Notes due 2020
|
|
2.77
|
%
|
|
400
|
|
|
—
|
|
||
Senior Notes due 2021
|
|
5.39
|
%
|
|
1,062
|
|
|
1,062
|
|
||
Senior Notes due 2024
|
|
3.84
|
%
|
|
300
|
|
|
300
|
|
||
Senior Notes due 2035
|
|
4.84
|
%
|
|
250
|
|
|
—
|
|
||
Senior Notes due 2039
|
|
6.78
|
%
|
|
350
|
|
|
350
|
|
||
Subtotal - Xerox Corporation
|
|
|
|
$
|
7,263
|
|
|
$
|
7,213
|
|
|
Subsidiary Companies
|
|
|
|
|
|
|
|||||
Senior Notes due 2015
|
|
4.25
|
%
|
|
—
|
|
|
250
|
|
||
Capital lease obligations
|
|
4.18
|
%
|
|
98
|
|
|
105
|
|
||
Other
|
|
0.19
|
%
|
|
1
|
|
|
3
|
|
||
Subtotal - Subsidiary Companies
|
|
|
|
$
|
99
|
|
|
$
|
358
|
|
|
|
|
|
|
|
|
|
|||||
Principal debt balance
|
|
|
|
7,362
|
|
|
7,571
|
|
|||
Unamortized discount
|
|
|
|
(52
|
)
|
|
(54
|
)
|
|||
Fair value adjustments
(1)
|
|
|
|
|
|
|
|
|
|||
Terminated swaps
|
|
|
|
47
|
|
|
68
|
|
|||
Current swaps
|
|
|
|
7
|
|
|
5
|
|
|||
Less: current maturities
|
|
|
|
(982
|
)
|
|
(1,276
|
)
|
|||
Total Long-term Debt
|
|
|
|
$
|
6,382
|
|
|
$
|
6,314
|
|
(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.
|
2016
(1) (2)
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Thereafter
|
|
|
Total
|
|
|||||||
$
|
980
|
|
|
$
|
1,027
|
|
|
$
|
1,020
|
|
|
$
|
1,161
|
|
|
$
|
1,207
|
|
|
$
|
1,967
|
|
|
$
|
7,362
|
|
(1)
|
Quarterly long-term debt maturities from continuing operations for 2016 are
$709
,
$257
,
$7
and
$7
for the first, second, third and fourth quarters, respectively.
|
(2)
|
Excludes fair value adjustments of
$2
.
|
•
|
In August 2015 we issued
$400
of
3.50%
Senior Notes due
2020
(the "2020 Senior Notes") at
99.113%
of par, resulting in aggregate net proceeds of approximately
$396
.
|
•
|
In March 2015, we issued
$400
of
2.75%
Senior Notes due
2020
(the "2020 Senior Notes") at
99.879%
of par and
$250
of
4.80%
Senior Notes due
2035
(the "2035 Senior Notes") at
99.428%
of par, resulting in aggregate net proceeds of approximately
$648
.
|
(a)
|
Maximum leverage ratio (a quarterly test that is calculated as principal debt divided by consolidated EBITDA, as defined) of
3.75
x.
|
(b)
|
Minimum interest coverage ratio (a quarterly test that is calculated as consolidated EBITDA divided by consolidated interest expense) may not be less than
3.00
x.
|
(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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest expense
(1)
|
|
$
|
353
|
|
|
$
|
377
|
|
|
$
|
403
|
|
Interest income
(2)
|
|
354
|
|
|
397
|
|
|
494
|
|
(1)
|
Includes Equipment financing interest expense, as well as non-financing interest expense included in Other expenses, net in the Consolidated Statements of Income.
|
(2)
|
Includes Finance income, as well as other interest income that is included in Other expenses, net in the Consolidated Statements of Income.
|
Debt Instrument
|
|
Year First Designated
|
|
Notional Amount
|
|
Net Fair Value
|
|
Weighted Average Interest Rate Paid
|
|
Interest Rate Received
|
|
Basis
|
|
Maturity
|
||||||
Senior Note 2021
|
|
2014
|
|
$
|
300
|
|
|
$
|
7
|
|
|
2.46
|
%
|
|
4.50
|
%
|
|
Libor
|
|
2021
|
•
|
Foreign currency-denominated assets and liabilities
|
•
|
Forecasted purchases, and sales in foreign currency
|
Currencies Hedged (Buy/Sell)
|
|
Gross
Notional
Value
|
|
Fair Value
Asset
(Liability)
(1)
|
||||
Euro/U.K. Pound Sterling
|
|
$
|
837
|
|
|
$
|
17
|
|
U.S. Dollar/U.K. Pound Sterling
|
|
596
|
|
|
29
|
|
||
Japanese Yen/U.S. Dollar
|
|
356
|
|
|
3
|
|
||
Japanese Yen/Euro
|
|
271
|
|
|
1
|
|
||
U.S. Dollar/Euro
|
|
265
|
|
|
(1
|
)
|
||
U.K. Pound Sterling/Euro
|
|
201
|
|
|
(1
|
)
|
||
U.K. Pound Sterling/U.S. Dollar
|
|
149
|
|
|
(2
|
)
|
||
Swiss Franc/Euro
|
|
131
|
|
|
—
|
|
||
Philippine Peso/U.S. Dollar
|
|
63
|
|
|
(1
|
)
|
||
Mexican Peso/U.S. Dollar
|
|
49
|
|
|
(2
|
)
|
||
Indian Rupee/U.S. Dollar
|
|
44
|
|
|
(1
|
)
|
||
Mexican Peso/Euro
|
|
32
|
|
|
(1
|
)
|
||
Euro/U.S. Dollar
|
|
28
|
|
|
—
|
|
||
Swedish Kroner/Euro
|
|
27
|
|
|
—
|
|
||
All Other
|
|
163
|
|
|
1
|
|
||
Total Foreign Exchange Hedging
|
|
$
|
3,212
|
|
|
$
|
42
|
|
(1)
|
Represents the net receivable (payable) amount included in the Consolidated Balance Sheet at
December 31, 2015
.
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
Derivatives in Fair Value
Relationships
|
|
Location of Gain (Loss)
Recognized in Income
|
|
Derivative Gain (Loss) Recognized in Income
|
|
Hedged Item Gain (Loss) Recognized in Income
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
Interest rate contracts
|
|
Interest expense
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
Derivatives in Cash Flow
Hedging Relationships
|
|
Derivative Gain (Loss) Recognized in OCI (Effective Portion)
|
|
Location of Derivative
Gain (Loss) Reclassified
from AOCI into Income
(Effective Portion)
|
|
Gain (Loss) Reclassified from AOCI to Income (Effective Portion)
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
Foreign exchange contracts – forwards/options
|
|
$
|
13
|
|
|
$
|
(20
|
)
|
|
$
|
(126
|
)
|
|
Cost of sales
|
|
$
|
(28
|
)
|
|
$
|
(36
|
)
|
|
$
|
(123
|
)
|
|
|
|
|
Year Ended December 31,
|
||||||||||
Derivatives NOT Designated as Hedging Instruments
|
|
Location of Derivative Loss
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange contracts – forwards
|
|
Other expense – Currency losses, net
|
|
$
|
14
|
|
|
$
|
(10
|
)
|
|
$
|
(86
|
)
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
|
||||
Foreign exchange contracts - forwards
|
|
$
|
55
|
|
|
$
|
20
|
|
Foreign currency options
|
|
—
|
|
|
2
|
|
||
Interest rate swaps
|
|
7
|
|
|
5
|
|
||
Deferred compensation investments in cash surrender life insurance
|
|
92
|
|
|
94
|
|
||
Deferred compensation investments in mutual funds
|
|
33
|
|
|
32
|
|
||
Total
|
|
$
|
187
|
|
|
$
|
153
|
|
Liabilities:
|
|
|
|
|
||||
Foreign exchange contracts - forwards
|
|
$
|
12
|
|
|
$
|
58
|
|
Foreign currency options
|
|
1
|
|
|
—
|
|
||
Deferred compensation plan liabilities
|
|
125
|
|
|
135
|
|
||
Total
|
|
$
|
138
|
|
|
$
|
193
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
$
|
1,368
|
|
|
$
|
1,368
|
|
|
$
|
1,411
|
|
|
$
|
1,411
|
|
Accounts receivable, net
|
2,319
|
|
|
2,319
|
|
|
2,652
|
|
|
2,652
|
|
||||
Short-term debt
|
985
|
|
|
976
|
|
|
1,427
|
|
|
1,417
|
|
||||
Long-term debt
|
6,382
|
|
|
6,395
|
|
|
6,314
|
|
|
6,719
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Retiree Health
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation, January 1
|
|
$
|
4,716
|
|
|
$
|
3,893
|
|
|
$
|
7,139
|
|
|
$
|
6,664
|
|
|
$
|
937
|
|
|
$
|
856
|
|
Service cost
|
|
4
|
|
|
9
|
|
|
32
|
|
|
34
|
|
|
7
|
|
|
9
|
|
||||||
Interest cost
|
|
83
|
|
|
281
|
|
|
212
|
|
|
272
|
|
|
34
|
|
|
36
|
|
||||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
14
|
|
|
16
|
|
||||||
Actuarial (gain) loss
|
|
(225
|
)
|
|
813
|
|
|
(107
|
)
|
|
1,069
|
|
|
(4
|
)
|
|
119
|
|
||||||
Currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(538
|
)
|
|
(594
|
)
|
|
(25
|
)
|
|
(13
|
)
|
||||||
Plan Amendments/Curtailments
|
|
—
|
|
|
(7
|
)
|
|
(17
|
)
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
||||||
Divestitures
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid/settlements
|
|
(378
|
)
|
|
(273
|
)
|
|
(260
|
)
|
|
(279
|
)
|
|
(77
|
)
|
|
(86
|
)
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit Obligation, December 31
|
|
$
|
4,200
|
|
|
$
|
4,716
|
|
|
$
|
6,465
|
|
|
$
|
7,139
|
|
|
$
|
855
|
|
|
$
|
937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, January 1
|
|
$
|
3,126
|
|
|
$
|
2,876
|
|
|
$
|
6,088
|
|
|
$
|
5,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
(72
|
)
|
|
398
|
|
|
(17
|
)
|
|
899
|
|
|
—
|
|
|
—
|
|
||||||
Employer contribution
|
|
177
|
|
|
124
|
|
|
132
|
|
|
160
|
|
|
63
|
|
|
70
|
|
||||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
14
|
|
|
16
|
|
||||||
Currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
(484
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid/settlements
|
|
(378
|
)
|
|
(273
|
)
|
|
(260
|
)
|
|
(279
|
)
|
|
(77
|
)
|
|
(86
|
)
|
||||||
Other
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair Value of Plan Assets, December 31
|
|
$
|
2,853
|
|
|
$
|
3,126
|
|
|
$
|
5,503
|
|
|
$
|
6,088
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Funded Status at December 31
(1)
|
|
$
|
(1,347
|
)
|
|
$
|
(1,590
|
)
|
|
$
|
(962
|
)
|
|
$
|
(1,051
|
)
|
|
$
|
(855
|
)
|
|
$
|
(937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts Recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other long-term assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation and benefit costs
|
|
(23
|
)
|
|
(24
|
)
|
|
(27
|
)
|
|
(28
|
)
|
|
(68
|
)
|
|
(72
|
)
|
||||||
Pension and other benefit liabilities
|
|
(1,324
|
)
|
|
(1,566
|
)
|
|
(966
|
)
|
|
(1,040
|
)
|
|
—
|
|
|
—
|
|
||||||
Post-retirement medical benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(787
|
)
|
|
(865
|
)
|
||||||
Net Amounts Recognized
|
|
$
|
(1,347
|
)
|
|
$
|
(1,590
|
)
|
|
$
|
(962
|
)
|
|
$
|
(1,051
|
)
|
|
$
|
(855
|
)
|
|
$
|
(937
|
)
|
(1)
|
Includes under-funded and un-funded plans.
|
(2)
|
Represents the net un-funded pension obligations related to our ITO business, which was reported as a discontinued operation through its date of sale on June 30, 2015. These obligations were 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 sale.
|
|
|
Pension Benefits
|
|
|
||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Retiree Health
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Net actuarial loss
|
|
$
|
1,119
|
|
|
$
|
1,301
|
|
|
$
|
1,995
|
|
|
$
|
2,036
|
|
|
$
|
112
|
|
|
$
|
122
|
|
Prior service credit
|
|
(11
|
)
|
|
(13
|
)
|
|
(33
|
)
|
|
(20
|
)
|
|
(34
|
)
|
|
(42
|
)
|
||||||
Total Pre-tax Loss
|
|
$
|
1,108
|
|
|
$
|
1,288
|
|
|
$
|
1,962
|
|
|
$
|
2,016
|
|
|
$
|
78
|
|
|
$
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated Benefit Obligation
|
|
$
|
4,200
|
|
|
$
|
4,716
|
|
|
$
|
6,222
|
|
|
$
|
6,883
|
|
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
Projected benefit obligation
|
|
Accumulated benefit obligation
|
|
Fair value of plan assets
|
|
Projected benefit obligation
|
|
Accumulated benefit obligation
|
|
Fair value of plan assets
|
||||||||||||
Underfunded Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
|
|
$
|
3,855
|
|
|
$
|
3,855
|
|
|
$
|
2,853
|
|
|
$
|
4,351
|
|
|
$
|
4,351
|
|
|
$
|
3,126
|
|
Non U.S.
|
|
4,853
|
|
|
4,692
|
|
|
4,336
|
|
|
6,376
|
|
|
6,125
|
|
|
5,848
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unfunded Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
|
|
$
|
345
|
|
|
$
|
345
|
|
|
$
|
—
|
|
|
$
|
365
|
|
|
$
|
365
|
|
|
$
|
—
|
|
Non U.S.
|
|
423
|
|
|
414
|
|
|
—
|
|
|
567
|
|
|
551
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Underfunded and Unfunded Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
|
|
$
|
4,200
|
|
|
$
|
4,200
|
|
|
$
|
2,853
|
|
|
$
|
4,716
|
|
|
$
|
4,716
|
|
|
$
|
3,126
|
|
Non U.S.
|
|
5,276
|
|
|
5,106
|
|
|
4,336
|
|
|
6,943
|
|
|
6,676
|
|
|
5,848
|
|
||||||
Total
|
|
$
|
9,476
|
|
|
$
|
9,306
|
|
|
$
|
7,189
|
|
|
$
|
11,659
|
|
|
$
|
11,392
|
|
|
$
|
8,974
|
|
(in billions)
|
|
Fair Value of Pension Plan Assets
|
|
Pension Benefit Obligations
|
|
Net Funded Status
|
||||||
U.S. funded
|
|
$
|
2.9
|
|
|
$
|
3.9
|
|
|
$
|
(1.0
|
)
|
U.S. unfunded
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|||
Total U.S.
|
|
$
|
2.9
|
|
|
$
|
4.2
|
|
|
$
|
(1.3
|
)
|
U.K.
|
|
3.6
|
|
|
4.0
|
|
|
(0.4
|
)
|
|||
Canada
|
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|||
Other unfunded
|
|
1.2
|
|
|
1.8
|
|
|
(0.6
|
)
|
|||
Total
|
|
$
|
8.4
|
|
|
$
|
10.7
|
|
|
$
|
(2.3
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
Pension Benefits
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Retiree Health
|
||||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Components of Net Periodic Benefit Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
32
|
|
|
$
|
34
|
|
|
$
|
91
|
|
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Interest cost
(1)
|
|
83
|
|
|
281
|
|
|
154
|
|
|
212
|
|
|
272
|
|
|
260
|
|
|
34
|
|
|
36
|
|
|
33
|
|
|||||||||
Expected return on plan assets
(2)
|
|
(83
|
)
|
|
(290
|
)
|
|
(179
|
)
|
|
(293
|
)
|
|
(342
|
)
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Recognized net actuarial loss
|
|
24
|
|
|
17
|
|
|
19
|
|
|
72
|
|
|
54
|
|
|
77
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||||||
Amortization of prior service credit
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
(18
|
)
|
|
(43
|
)
|
|
(43
|
)
|
|||||||||
Recognized settlement loss
|
|
88
|
|
|
51
|
|
|
162
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Recognized curtailment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Defined Benefit Plans
|
|
114
|
|
|
66
|
|
|
164
|
|
|
28
|
|
|
16
|
|
|
103
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|||||||||
Defined contribution plans
|
|
61
|
|
|
58
|
|
|
64
|
|
|
39
|
|
|
44
|
|
|
25
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||||||||
Net Periodic Benefit Cost
|
|
175
|
|
|
124
|
|
|
228
|
|
|
67
|
|
|
60
|
|
|
128
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net actuarial (gain) loss
|
|
(70
|
)
|
|
697
|
|
|
(403
|
)
|
|
195
|
|
|
481
|
|
|
(224
|
)
|
|
(4
|
)
|
|
119
|
|
|
(88
|
)
|
|||||||||
Prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(6
|
)
|
|
(14
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss
|
|
(112
|
)
|
|
(68
|
)
|
|
(181
|
)
|
|
(73
|
)
|
|
(54
|
)
|
|
(77
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||||||||
Amortization of net prior service credit
|
|
2
|
|
|
2
|
|
|
2
|
|
|
(4
|
)
|
|
1
|
|
|
—
|
|
|
18
|
|
|
43
|
|
|
43
|
|
|||||||||
Curtailment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
22
|
|
|
n/a
|
|
|
n/a
|
|
|||||||||
Total Recognized in Other Comprehensive Income
|
|
(180
|
)
|
|
631
|
|
|
(582
|
)
|
|
102
|
|
|
424
|
|
|
(315
|
)
|
|
3
|
|
|
161
|
|
|
(47
|
)
|
|||||||||
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income
|
|
$
|
(5
|
)
|
|
$
|
755
|
|
|
$
|
(354
|
)
|
|
$
|
169
|
|
|
$
|
484
|
|
|
$
|
(187
|
)
|
|
$
|
5
|
|
|
$
|
164
|
|
|
$
|
(46
|
)
|
(1)
|
Interest cost includes interest expense on non-TRA obligations of
$320
,
$371
and
$349
and interest expense directly allocated to TRA participant accounts of
$(25)
,
$182
and
$65
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(2)
|
Expected return on plan assets includes expected investment income on non-TRA assets of
$401
,
$450
and
$431
and actual investment income on TRA assets of
$(25)
,
$182
and
$65
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||||||||
Asset Class
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
%
|
||||||||||||||||||
Cash and cash equivalents
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174
|
|
|
6
|
%
|
|
$
|
578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
578
|
|
|
10
|
%
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. large cap
|
|
289
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|
10
|
%
|
|
170
|
|
|
44
|
|
|
—
|
|
|
214
|
|
|
4
|
%
|
||||||||
U.S. mid cap
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
2
|
%
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
%
|
||||||||
U.S. small cap
|
|
45
|
|
|
20
|
|
|
—
|
|
|
65
|
|
|
2
|
%
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
%
|
||||||||
International developed
|
|
170
|
|
|
75
|
|
|
—
|
|
|
245
|
|
|
9
|
%
|
|
800
|
|
|
139
|
|
|
—
|
|
|
939
|
|
|
17
|
%
|
||||||||
Emerging markets
|
|
119
|
|
|
91
|
|
|
—
|
|
|
210
|
|
|
7
|
%
|
|
217
|
|
|
58
|
|
|
—
|
|
|
275
|
|
|
5
|
%
|
||||||||
Global Equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
%
|
||||||||
Total Equity Securities
|
|
684
|
|
|
186
|
|
|
—
|
|
|
870
|
|
|
30
|
%
|
|
1,221
|
|
|
241
|
|
|
—
|
|
|
1,462
|
|
|
26
|
%
|
||||||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. treasury securities
|
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
|
8
|
%
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
1
|
%
|
||||||||
Debt security issued by government agency
|
|
—
|
|
|
156
|
|
|
—
|
|
|
156
|
|
|
5
|
%
|
|
3
|
|
|
1,623
|
|
|
—
|
|
|
1,626
|
|
|
30
|
%
|
||||||||
Corporate bonds
|
|
—
|
|
|
926
|
|
|
—
|
|
|
926
|
|
|
32
|
%
|
|
3
|
|
|
741
|
|
|
—
|
|
|
744
|
|
|
14
|
%
|
||||||||
Asset backed securities
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
%
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
%
|
||||||||
Total Fixed Income Securities
|
|
—
|
|
|
1,306
|
|
|
—
|
|
|
1,306
|
|
|
45
|
%
|
|
6
|
|
|
2,413
|
|
|
—
|
|
|
2,419
|
|
|
45
|
%
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate contracts
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
%
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|
2
|
%
|
||||||||
Foreign exchange contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|
(1
|
)%
|
||||||||
Equity contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
|
(1
|
)%
|
||||||||
Other contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
%
|
||||||||
Total Derivatives
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
%
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
%
|
||||||||
Real estate
|
|
42
|
|
|
37
|
|
|
19
|
|
|
98
|
|
|
3
|
%
|
|
—
|
|
|
26
|
|
|
280
|
|
|
306
|
|
|
6
|
%
|
||||||||
Private equity/venture capital
|
|
—
|
|
|
—
|
|
|
499
|
|
|
499
|
|
|
18
|
%
|
|
—
|
|
|
—
|
|
|
550
|
|
|
550
|
|
|
10
|
%
|
||||||||
Guaranteed insurance contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|
2
|
%
|
||||||||
Other
(1)
|
|
(103
|
)
|
|
17
|
|
|
—
|
|
|
(86
|
)
|
|
(2
|
)%
|
|
5
|
|
|
50
|
|
|
—
|
|
|
55
|
|
|
1
|
%
|
||||||||
Total Fair Value of Plan Assets
|
|
$
|
797
|
|
|
$
|
1,538
|
|
|
$
|
518
|
|
|
$
|
2,853
|
|
|
100
|
%
|
|
$
|
1,810
|
|
|
$
|
2,739
|
|
|
$
|
954
|
|
|
$
|
5,503
|
|
|
100
|
%
|
(1)
|
Other Level 1 assets include net non-financial assets of
$(103)
U.S. and
$5
Non-U.S., such as due to/from broker, interest receivables and accrued expenses. In 2015, the US Plans' Other included plan liabilities of
$116
related to unsettled transactions such as purchases or sales of US Treasury securities with settlement dates beyond fiscal year-end.
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||||||||
|
|
U.S. Plans
|
|
|
|
Non-U.S. Plans
|
|
|
||||||||||||||||||||||||||||||
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
|
%
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. large cap
|
|
332
|
|
|
15
|
|
|
—
|
|
|
347
|
|
|
11
|
%
|
|
253
|
|
|
52
|
|
|
—
|
|
|
305
|
|
|
5
|
%
|
||||||||
U.S. mid cap
|
|
73
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
2
|
%
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
%
|
||||||||
U.S. small cap
|
|
52
|
|
|
39
|
|
|
—
|
|
|
91
|
|
|
3
|
%
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
%
|
||||||||
International developed
|
|
195
|
|
|
92
|
|
|
—
|
|
|
287
|
|
|
9
|
%
|
|
1,065
|
|
|
162
|
|
|
—
|
|
|
1,227
|
|
|
20
|
%
|
||||||||
Emerging markets
|
|
140
|
|
|
113
|
|
|
—
|
|
|
253
|
|
|
8
|
%
|
|
276
|
|
|
69
|
|
|
—
|
|
|
345
|
|
|
6
|
%
|
||||||||
Global Equity
|
|
2
|
|
|
7
|
|
|
—
|
|
|
9
|
|
|
—
|
%
|
|
4
|
|
|
6
|
|
|
—
|
|
|
10
|
|
|
—
|
%
|
||||||||
Total Equity Securities
|
|
794
|
|
|
266
|
|
|
—
|
|
|
1,060
|
|
|
33
|
%
|
|
1,636
|
|
|
289
|
|
|
—
|
|
|
1,925
|
|
|
31
|
%
|
||||||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. treasury securities
|
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
|
5
|
%
|
|
7
|
|
|
26
|
|
|
—
|
|
|
33
|
|
|
1
|
%
|
||||||||
Debt security issued by government agency
|
|
—
|
|
|
225
|
|
|
—
|
|
|
225
|
|
|
7
|
%
|
|
25
|
|
|
1,536
|
|
|
—
|
|
|
1,561
|
|
|
26
|
%
|
||||||||
Corporate bonds
|
|
—
|
|
|
988
|
|
|
—
|
|
|
988
|
|
|
32
|
%
|
|
23
|
|
|
850
|
|
|
—
|
|
|
873
|
|
|
15
|
%
|
||||||||
Asset backed securities
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
%
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
%
|
||||||||
Total Fixed Income Securities
|
|
—
|
|
|
1,368
|
|
|
—
|
|
|
1,368
|
|
|
44
|
%
|
|
55
|
|
|
2,413
|
|
|
—
|
|
|
2,468
|
|
|
42
|
%
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate contracts
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
%
|
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
|
2
|
%
|
||||||||
Foreign exchange contracts
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
%
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
%
|
||||||||
Equity contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Other contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
%
|
||||||||
Total Derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
|
2
|
%
|
||||||||
Real estate
|
|
46
|
|
|
39
|
|
|
25
|
|
|
110
|
|
|
4
|
%
|
|
—
|
|
|
29
|
|
|
279
|
|
|
308
|
|
|
5
|
%
|
||||||||
Private equity/venture capital
|
|
—
|
|
|
—
|
|
|
497
|
|
|
497
|
|
|
16
|
%
|
|
—
|
|
|
—
|
|
|
499
|
|
|
499
|
|
|
8
|
%
|
||||||||
Guaranteed insurance contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
129
|
|
|
129
|
|
|
2
|
%
|
||||||||
Other
(1)
|
|
(1
|
)
|
|
40
|
|
|
—
|
|
|
39
|
|
|
1
|
%
|
|
6
|
|
|
8
|
|
|
—
|
|
|
14
|
|
|
—
|
%
|
||||||||
Total Fair Value of Plan Assets
|
|
$
|
891
|
|
|
$
|
1,713
|
|
|
$
|
522
|
|
|
$
|
3,126
|
|
|
100
|
%
|
|
$
|
2,305
|
|
|
$
|
2,876
|
|
|
$
|
907
|
|
|
$
|
6,088
|
|
|
100
|
%
|
(1)
|
Other Level 1 assets include net non-financial liabilities of
$(1)
U.S. and
$6
Non-U.S., such as due to/from broker, interest receivables and accrued expenses.
|
|
|
Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
|
||||||||||||||||||||||||||
|
|
U.S. Defined Benefit Plans Assets
|
|
Non-U.S. Defined Benefit Plans Assets
|
||||||||||||||||||||||||
|
|
Real Estate
|
|
Private Equity/Venture Capital
|
|
Total
|
|
Real Estate
|
|
Private Equity/Venture Capital
|
|
Guaranteed Insurance Contracts
|
|
Total
|
||||||||||||||
Balance at December 31, 2013
|
|
$
|
29
|
|
|
$
|
451
|
|
|
$
|
480
|
|
|
$
|
269
|
|
|
$
|
212
|
|
|
$
|
135
|
|
|
$
|
616
|
|
Purchases
|
|
1
|
|
|
44
|
|
|
45
|
|
|
74
|
|
|
279
|
|
|
22
|
|
|
375
|
|
|||||||
Sales
|
|
(6
|
)
|
|
(59
|
)
|
|
(65
|
)
|
|
(64
|
)
|
|
—
|
|
|
(25
|
)
|
|
(89
|
)
|
|||||||
Realized (losses) gains
|
|
(7
|
)
|
|
41
|
|
|
34
|
|
|
20
|
|
|
—
|
|
|
15
|
|
|
35
|
|
|||||||
Unrealized gains (losses)
|
|
8
|
|
|
20
|
|
|
28
|
|
|
(1
|
)
|
|
38
|
|
|
—
|
|
|
37
|
|
|||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(30
|
)
|
|
(18
|
)
|
|
(67
|
)
|
|||||||
Balance at December 31, 2014
|
|
25
|
|
|
497
|
|
|
522
|
|
|
279
|
|
|
499
|
|
|
129
|
|
|
907
|
|
|||||||
Purchases
|
|
—
|
|
|
48
|
|
|
48
|
|
|
10
|
|
|
56
|
|
|
22
|
|
|
88
|
|
|||||||
Sales
|
|
(16
|
)
|
|
(67
|
)
|
|
(83
|
)
|
|
(7
|
)
|
|
—
|
|
|
(21
|
)
|
|
(28
|
)
|
|||||||
Realized gains (losses)
|
|
1
|
|
|
52
|
|
|
53
|
|
|
(1
|
)
|
|
—
|
|
|
6
|
|
|
5
|
|
|||||||
Unrealized gains (losses)
|
|
9
|
|
|
(31
|
)
|
|
(22
|
)
|
|
14
|
|
|
21
|
|
|
1
|
|
|
36
|
|
|||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(26
|
)
|
|
(13
|
)
|
|
(54
|
)
|
|||||||
Balance at December 31, 2015
|
|
$
|
19
|
|
|
$
|
499
|
|
|
$
|
518
|
|
|
$
|
280
|
|
|
$
|
550
|
|
|
$
|
124
|
|
|
$
|
954
|
|
|
|
2015
|
|
2014
|
||||
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
Equity investments
|
|
34%
|
|
29%
|
|
33%
|
|
34%
|
Fixed income investments
|
|
43%
|
|
47%
|
|
43%
|
|
47%
|
Real estate
|
|
6%
|
|
6%
|
|
8%
|
|
9%
|
Private equity
|
|
9%
|
|
10%
|
|
9%
|
|
6%
|
Other
|
|
8%
|
|
8%
|
|
7%
|
|
4%
|
Total Investment Strategy
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|
Pension Benefits
|
|
|
||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
Retiree Health
|
||||||||
2016
|
|
$
|
436
|
|
|
$
|
230
|
|
|
$
|
666
|
|
|
$
|
70
|
|
2017
|
|
392
|
|
|
239
|
|
|
631
|
|
|
68
|
|
||||
2018
|
|
340
|
|
|
247
|
|
|
587
|
|
|
67
|
|
||||
2019
|
|
319
|
|
|
254
|
|
|
573
|
|
|
66
|
|
||||
2020
|
|
311
|
|
|
270
|
|
|
581
|
|
|
64
|
|
||||
Years 2021-2024
|
|
1,469
|
|
|
1,411
|
|
|
2,880
|
|
|
296
|
|
|
|
Pension Benefits
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||
Discount rate
|
|
4.3
|
%
|
|
3.3
|
%
|
|
3.9
|
%
|
|
3.1
|
%
|
|
4.8
|
%
|
|
4.2
|
%
|
Rate of compensation increase
|
|
0.2
|
%
|
|
2.6
|
%
|
|
0.2
|
%
|
|
2.6
|
%
|
|
0.2
|
%
|
|
2.7
|
%
|
|
|
Retiree Health
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate
|
|
4.09
|
%
|
|
3.8
|
%
|
|
4.5
|
%
|
|
|
Pension Benefits
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Discount rate
|
|
4.3
|
%
|
|
3.3
|
%
|
|
3.9
|
%
|
|
3.1
|
%
|
|
4.8
|
%
|
|
4.2
|
%
|
|
3.7
|
%
|
|
4.0
|
%
|
Expected return on plan assets
|
|
7.5
|
%
|
|
4.9
|
%
|
|
7.5
|
%
|
|
5.2
|
%
|
|
7.8
|
%
|
|
6.1
|
%
|
|
7.8
|
%
|
|
6.1
|
%
|
Rate of compensation increase
|
|
0.2
|
%
|
|
2.6
|
%
|
|
0.2
|
%
|
|
2.6
|
%
|
|
0.2
|
%
|
|
2.7
|
%
|
|
0.2
|
%
|
|
2.6
|
%
|
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||
Health care cost trend rate assumed for next year
|
|
7.5
|
%
|
|
7.0
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
4.9
|
%
|
|
4.9
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2026
|
|
|
2023
|
|
|
|
1% increase
|
|
1% decrease
|
||||
Effect on total service and interest cost components
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
Effect on post-retirement benefit obligation
|
|
62
|
|
|
(54
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic income
|
|
$
|
5
|
|
|
$
|
675
|
|
|
$
|
905
|
|
Foreign income
|
|
407
|
|
|
531
|
|
|
338
|
|
|||
Income Before Income Taxes
|
|
$
|
412
|
|
|
$
|
1,206
|
|
|
$
|
1,243
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal Income Taxes
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
(155
|
)
|
|
$
|
(3
|
)
|
|
$
|
17
|
|
Deferred
|
|
11
|
|
|
79
|
|
|
66
|
|
|||
Foreign Income Taxes
|
|
|
|
|
|
|
||||||
Current
|
|
100
|
|
|
115
|
|
|
82
|
|
|||
Deferred
|
|
14
|
|
|
(16
|
)
|
|
36
|
|
|||
State Income Taxes
|
|
|
|
|
|
|
||||||
Current
|
|
—
|
|
|
34
|
|
|
37
|
|
|||
Deferred
|
|
7
|
|
|
6
|
|
|
15
|
|
|||
Total (Benefit) Provision
|
|
$
|
(23
|
)
|
|
$
|
215
|
|
|
$
|
253
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
U.S. federal statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Nondeductible expenses
|
|
4.4
|
%
|
|
2.0
|
%
|
|
1.5
|
%
|
Effect of tax law changes
|
|
(2.4
|
)%
|
|
(4.7
|
)%
|
|
(0.6
|
)%
|
Change in valuation allowance for deferred tax assets
|
|
(0.7
|
)%
|
|
(1.6
|
)%
|
|
0.2
|
%
|
State taxes, net of federal benefit
|
|
0.6
|
%
|
|
2.2
|
%
|
|
2.7
|
%
|
Audit and other tax return adjustments
|
|
1.2
|
%
|
|
(2.9
|
)%
|
|
(2.5
|
)%
|
Tax-exempt income, credits and incentives
|
|
(5.6
|
)%
|
|
(2.4
|
)%
|
|
(4.0
|
)%
|
Foreign rate differential adjusted for U.S. taxation of foreign profits
(1)
|
|
(37.6
|
)%
|
|
(9.6
|
)%
|
|
(12.4
|
)%
|
Other
|
|
(0.5
|
)%
|
|
(0.2
|
)%
|
|
0.5
|
%
|
Effective Income Tax Rate
|
|
(5.6
|
)%
|
|
17.8
|
%
|
|
20.4
|
%
|
(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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Pre-tax income
|
|
$
|
(23
|
)
|
|
$
|
215
|
|
|
$
|
253
|
|
Discontinued operations
(1)
|
|
81
|
|
|
6
|
|
|
27
|
|
|||
Common shareholders' equity:
|
|
|
|
|
|
|
|
|
||||
Changes in defined benefit plans
|
|
59
|
|
|
(408
|
)
|
|
318
|
|
|||
Stock option and incentive plans, net
|
|
(18
|
)
|
|
(18
|
)
|
|
(13
|
)
|
|||
Cash flow hedges
|
|
15
|
|
|
—
|
|
|
—
|
|
|||
Translation adjustments
|
|
—
|
|
|
(2
|
)
|
|
(9
|
)
|
|||
Total Income Tax Expense (Benefit)
|
|
$
|
114
|
|
|
$
|
(207
|
)
|
|
$
|
576
|
|
(1)
|
Refer to Note 4 - Divestitures for additional information regarding discontinued operations.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
|
$
|
240
|
|
|
$
|
267
|
|
|
$
|
201
|
|
Additions related to current year
|
|
39
|
|
|
16
|
|
|
60
|
|
|||
Additions related to prior years positions
|
|
—
|
|
|
10
|
|
|
39
|
|
|||
Reductions related to prior years positions
|
|
(16
|
)
|
|
(35
|
)
|
|
(19
|
)
|
|||
Settlements with taxing authorities
(1)
|
|
(5
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Reductions related to lapse of statute of limitations
|
|
(9
|
)
|
|
(6
|
)
|
|
(14
|
)
|
|||
Currency
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
247
|
|
|
$
|
240
|
|
|
$
|
267
|
|
(1)
|
Majority of settlements did not result in the utilization of cash.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred Tax Assets
|
|
|
|
|
||||
Research and development
|
|
$
|
377
|
|
|
$
|
475
|
|
Post-retirement medical benefits
|
|
311
|
|
|
341
|
|
||
Net operating losses
|
|
415
|
|
|
531
|
|
||
Operating reserves, accruals and deferrals
|
|
351
|
|
|
318
|
|
||
Tax credit carryforwards
|
|
678
|
|
|
579
|
|
||
Deferred compensation
|
|
247
|
|
|
286
|
|
||
Pension
|
|
563
|
|
|
672
|
|
||
Other
|
|
138
|
|
|
177
|
|
||
Subtotal
|
|
3,080
|
|
|
3,379
|
|
||
Valuation allowance
|
|
(410
|
)
|
|
(538
|
)
|
||
Total
|
|
$
|
2,670
|
|
|
$
|
2,841
|
|
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
||||
Unearned income and installment sales
|
|
$
|
928
|
|
|
$
|
883
|
|
Intangibles and goodwill
|
|
972
|
|
|
1,161
|
|
||
Other
|
|
116
|
|
|
160
|
|
||
Total
|
|
$
|
2,016
|
|
|
$
|
2,204
|
|
|
|
|
|
|
||||
Total Deferred Taxes, Net
|
|
$
|
654
|
|
|
$
|
637
|
|
•
|
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.
|
•
|
$784
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.
|
•
|
$362
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.
|
Authorized share repurchase programs
|
|
$
|
8,000
|
|
Share repurchase cost
|
|
$
|
7,755
|
|
Share repurchase fees
|
|
$
|
12
|
|
Number of shares repurchased
|
|
695,230
|
|
|
|
Common Stock Shares
|
|
Treasury Stock Shares
|
||
Balance at December 31, 2012
|
|
1,238,696
|
|
|
14,924
|
|
Stock based compensation plans, net
|
|
28,731
|
|
|
—
|
|
Acquisition of Treasury stock
|
|
—
|
|
|
65,179
|
|
Cancellation of Treasury stock
|
|
(58,102)
|
|
|
(58,102)
|
|
Conversion of 2014 9% Notes
|
|
996
|
|
|
—
|
|
Balance at December 31, 2013
|
|
1,210,321
|
|
|
22,001
|
|
Stock based compensation plans, net
|
|
13,965
|
|
|
—
|
|
Acquisition of Treasury stock
|
|
—
|
|
|
86,536
|
|
Cancellation of Treasury stock
|
|
(100,928
|
)
|
|
(100,928
|
)
|
Conversion of 2014 9% Notes
|
|
996
|
|
|
—
|
|
Balance at December 31, 2014
|
|
1,124,354
|
|
|
7,609
|
|
Stock based compensation plans, net
|
|
11,292
|
|
|
—
|
|
Acquisition of Treasury stock
|
|
—
|
|
|
115,201
|
|
Cancellation of Treasury stock
|
|
(122,810
|
)
|
|
(122,810
|
)
|
Balance at December 31, 2015
|
|
1,012,836
|
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock-based compensation expense, pre-tax
|
|
$
|
46
|
|
|
$
|
91
|
|
|
$
|
90
|
|
Income tax benefit recognized in earnings
|
|
17
|
|
|
35
|
|
|
34
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(shares in thousands)
|
|
Shares
|
|
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
|
|
12,197
|
|
|
$
|
9.50
|
|
|
19,079
|
|
|
$
|
9.62
|
|
|
30,414
|
|
|
$
|
9.19
|
|
Granted
|
|
798
|
|
|
11.08
|
|
|
926
|
|
|
12.30
|
|
|
610
|
|
|
9.09
|
|
|||
Vested
|
|
(10,191
|
)
|
|
7.86
|
|
|
(6,934
|
)
|
|
10.33
|
|
|
(9,992
|
)
|
|
8.43
|
|
|||
Cancelled
|
|
(414
|
)
|
|
9.27
|
|
|
(874
|
)
|
|
8.55
|
|
|
(1,953
|
)
|
|
8.77
|
|
|||
Outstanding at December 31
|
|
2,390
|
|
|
11.05
|
|
|
12,197
|
|
|
9.50
|
|
|
19,079
|
|
|
9.62
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performance Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding at January 1
|
|
20,721
|
|
|
$
|
11.36
|
|
|
8,058
|
|
|
$
|
9.15
|
|
|
14,536
|
|
|
$
|
8.74
|
|
Granted
|
|
9,470
|
|
|
10.68
|
|
|
16,967
|
|
|
12.28
|
|
|
1,839
|
|
|
7.97
|
|
|||
Vested
|
|
(3,268
|
)
|
|
7.90
|
|
|
(2,404
|
)
|
|
10.68
|
|
|
(6,817
|
)
|
|
8.03
|
|
|||
Cancelled
|
|
(3,717
|
)
|
|
10.74
|
|
|
(1,900
|
)
|
|
11.07
|
|
|
(1,500
|
)
|
|
8.82
|
|
|||
Outstanding at December 31
|
|
23,206
|
|
|
11.67
|
|
|
20,721
|
|
|
11.36
|
|
|
8,058
|
|
|
9.15
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding at January 1
|
|
6,115
|
|
|
$
|
7.00
|
|
|
14,199
|
|
|
$
|
6.95
|
|
|
33,732
|
|
|
$
|
6.86
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled/expired
|
|
(405
|
)
|
|
7.43
|
|
|
(215
|
)
|
|
6.95
|
|
|
(1,298
|
)
|
|
6.53
|
|
|||
Exercised
|
|
(2,591
|
)
|
|
7.09
|
|
|
(7,869
|
)
|
|
6.92
|
|
|
(18,235
|
)
|
|
6.82
|
|
|||
Outstanding at December 31
|
|
3,119
|
|
|
6.87
|
|
|
6,115
|
|
|
7.00
|
|
|
14,199
|
|
|
6.95
|
|
|||
Exercisable at December 31
|
|
3,119
|
|
|
6.87
|
|
|
6,115
|
|
|
7.00
|
|
|
12,164
|
|
|
7.06
|
|
Awards
|
|
Unrecognized Compensation
|
|
Remaining Weighted-Average Vesting Period (Years)
|
||
Restricted Stock Units
|
|
$
|
10
|
|
|
2.0
|
Performance Shares
|
|
82
|
|
|
1.9
|
|
Total
|
|
$
|
92
|
|
|
|
Awards
|
|
December 31, 2015
|
||
Restricted Stock Units
|
|
$
|
25
|
|
Performance Shares
|
|
247
|
|
|
|
Options
|
||||||
|
|
Outstanding
|
|
Exercisable
|
||||
Aggregate intrinsic value
|
|
$
|
12
|
|
|
$
|
12
|
|
Weighted-average remaining contractual life (years)
|
|
2.15
|
|
|
2.15
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
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
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
30
|
|
Performance Shares
|
|
35
|
|
|
—
|
|
|
12
|
|
|
30
|
|
|
—
|
|
|
10
|
|
|
62
|
|
|
—
|
|
|
22
|
|
|||||||||
Stock Options
|
|
14
|
|
|
19
|
|
|
5
|
|
|
42
|
|
|
55
|
|
|
15
|
|
|
51
|
|
|
124
|
|
|
19
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Pre-tax
|
|
Net of Tax
|
|
Pre-tax
|
|
Net of Tax
|
|
Pre-tax
|
|
Net of Tax
|
||||||||||||
Translation Adjustments Losses
|
|
$
|
(660
|
)
|
|
$
|
(660
|
)
|
|
$
|
(736
|
)
|
|
$
|
(734
|
)
|
|
$
|
(194
|
)
|
|
$
|
(185
|
)
|
Unrealized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Changes in fair value of cash flow hedges gains (losses)
|
|
13
|
|
|
12
|
|
|
(20
|
)
|
|
(10
|
)
|
|
(126
|
)
|
|
(89
|
)
|
||||||
Changes in cash flow hedges reclassed to earnings
(1)
|
|
28
|
|
|
13
|
|
|
36
|
|
|
26
|
|
|
123
|
|
|
86
|
|
||||||
Other (losses) gains
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
3
|
|
||||||
Net Unrealized Gains
|
|
38
|
|
|
23
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Defined Benefit Plans (Losses) Gains
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial/prior service (losses) gains
|
|
(73
|
)
|
|
(86
|
)
|
|
(1,291
|
)
|
|
(861
|
)
|
|
729
|
|
|
483
|
|
||||||
Prior service amortization/curtailment
(2)
|
|
(38
|
)
|
|
(23
|
)
|
|
(46
|
)
|
|
(29
|
)
|
|
(45
|
)
|
|
(29
|
)
|
||||||
Actuarial loss amortization/settlement
(2)
|
|
186
|
|
|
126
|
|
|
121
|
|
|
83
|
|
|
260
|
|
|
172
|
|
||||||
Fuji Xerox changes in defined benefit plans, net
(3)
|
|
21
|
|
|
21
|
|
|
40
|
|
|
40
|
|
|
23
|
|
|
23
|
|
||||||
Other gains (losses)
(4)
|
|
116
|
|
|
115
|
|
|
106
|
|
|
105
|
|
|
(17
|
)
|
|
(17
|
)
|
||||||
Changes in Defined Benefit Plans Gains (Losses)
|
|
212
|
|
|
153
|
|
|
(1,070
|
)
|
|
(662
|
)
|
|
950
|
|
|
632
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive (Loss) Income
|
|
(410
|
)
|
|
(484
|
)
|
|
(1,791
|
)
|
|
(1,381
|
)
|
|
756
|
|
|
447
|
|
||||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Other Comprehensive (Loss) Income Attributable to Xerox
|
|
$
|
(409
|
)
|
|
$
|
(483
|
)
|
|
$
|
(1,790
|
)
|
|
$
|
(1,380
|
)
|
|
$
|
757
|
|
|
$
|
448
|
|
(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.
|
|
|
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cumulative translation adjustments
|
|
$
|
(2,402
|
)
|
|
$
|
(1,743
|
)
|
|
$
|
(1,010
|
)
|
Other unrealized gains (losses), net
|
|
1
|
|
|
(22
|
)
|
|
(37
|
)
|
|||
Benefit plans net actuarial losses and prior service credits
(1)
|
|
(2,241
|
)
|
|
(2,394
|
)
|
|
(1,732
|
)
|
|||
Total Accumulated Other Comprehensive Loss Attributable to Xerox
|
|
$
|
(4,642
|
)
|
|
$
|
(4,159
|
)
|
|
$
|
(2,779
|
)
|
(1)
|
Includes our share of Fuji Xerox.
|
(in millions, except per-share data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
4,469
|
|
|
$
|
4,590
|
|
|
$
|
4,333
|
|
|
$
|
4,653
|
|
|
$
|
18,045
|
|
Costs and Expenses
|
|
4,268
|
|
|
4,516
|
|
|
4,506
|
|
|
4,343
|
|
|
17,633
|
|
|||||
Income (Loss) before Income Taxes and Equity Income
|
|
201
|
|
|
74
|
|
|
(173
|
)
|
|
310
|
|
|
412
|
|
|||||
Income tax expense (benefit)
|
|
39
|
|
|
(9
|
)
|
|
(105
|
)
|
|
52
|
|
|
(23
|
)
|
|||||
Equity in net income of unconsolidated affiliates
|
|
34
|
|
|
29
|
|
|
40
|
|
|
32
|
|
|
135
|
|
|||||
Income (Loss) from Continuing Operations
|
|
196
|
|
|
112
|
|
|
(28
|
)
|
|
290
|
|
|
570
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
34
|
|
|
(95
|
)
|
|
(3
|
)
|
|
(14
|
)
|
|
(78
|
)
|
|||||
Net Income (Loss)
|
|
230
|
|
|
17
|
|
|
(31
|
)
|
|
276
|
|
|
492
|
|
|||||
Less: Net income - noncontrolling interests
|
|
5
|
|
|
5
|
|
|
3
|
|
|
5
|
|
|
18
|
|
|||||
Net Income (Loss) Attributable to Xerox
|
|
$
|
225
|
|
|
$
|
12
|
|
|
$
|
(34
|
)
|
|
$
|
271
|
|
|
$
|
474
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings (Loss) per Share
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
|
$
|
0.17
|
|
|
$
|
0.09
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.28
|
|
|
0.50
|
|
|
Discontinued operations
|
|
0.03
|
|
|
(0.08
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
(0.08
|
)
|
|||||
Total Basic Earnings (Loss) per Share
|
|
$
|
0.20
|
|
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.26
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted Earnings (Loss) per Share
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
0.49
|
|
|
Discontinued operations
|
|
0.03
|
|
|
(0.08
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
(0.07
|
)
|
|||||
Total Diluted Earnings (Loss) per Share
|
|
$
|
0.19
|
|
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.26
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
(1)
|
|
|
||||||||||||||||||
Revenues
|
|
$
|
4,771
|
|
|
$
|
4,941
|
|
|
$
|
4,795
|
|
|
$
|
5,033
|
|
|
$
|
19,540
|
|
Costs and Expenses
|
|
4,500
|
|
|
4,640
|
|
|
4,509
|
|
|
4,685
|
|
|
18,334
|
|
|||||
Income before Income Taxes and Equity Income
|
|
271
|
|
|
301
|
|
|
286
|
|
|
348
|
|
|
1,206
|
|
|||||
Income tax expense
|
|
42
|
|
|
73
|
|
|
66
|
|
|
34
|
|
|
215
|
|
|||||
Equity in net income of unconsolidated affiliates
|
|
42
|
|
|
33
|
|
|
44
|
|
|
41
|
|
|
160
|
|
|||||
Income from Continuing Operations
|
|
271
|
|
|
261
|
|
|
264
|
|
|
355
|
|
|
1,151
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
15
|
|
|
11
|
|
|
8
|
|
|
(149
|
)
|
|
(115
|
)
|
|||||
Net Income
|
|
286
|
|
|
272
|
|
|
272
|
|
|
206
|
|
|
1,036
|
|
|||||
Less: Net income - noncontrolling interests
|
|
5
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
23
|
|
|||||
Net Income Attributable to Xerox
|
|
$
|
281
|
|
|
$
|
266
|
|
|
$
|
266
|
|
|
$
|
200
|
|
|
$
|
1,013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings per Share
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
|
$
|
0.30
|
|
|
$
|
0.96
|
|
Discontinued operations
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
(0.13
|
)
|
|
(0.10
|
)
|
|||||
Total Basic Earnings per Share:
|
|
$
|
0.23
|
|
|
$
|
0.22
|
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted Earnings per Share
(2)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.30
|
|
|
$
|
0.94
|
|
Discontinued operations
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
(0.13
|
)
|
|
(0.09
|
)
|
|||||
Total Diluted Earnings per Share
|
|
$
|
0.23
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.17
|
|
|
$
|
0.85
|
|
(1)
|
Fourth Quarter and Full Year 2014 were revised for a deferred tax liability adjustment related to a change in tax law. Refer to Note 1 - Basis of Presentation and Summary of Significant Accounting Policies 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.
|
Name
|
|
Age
|
|
Present Position
|
|
Year Appointed to Present Position
|
|
Xerox Officer Since
|
Ursula M. Burns*
|
|
57
|
|
Chairman of the Board and Chief Executive Officer
|
|
2010
|
|
1997
|
James A. Firestone
|
|
61
|
|
Executive Vice President;
President, Corporate Strategy & Asia Operations
|
|
2014
|
|
1998
|
Jeffrey Jacobson
|
|
56
|
|
Executive Vice President;
President, Technology Business
|
|
2014
|
|
2012
|
Leslie F. Varon
|
|
59
|
|
Vice President and Interim Chief Financial Officer
|
|
2015
|
|
2001
|
Don H. Liu
|
|
54
|
|
Executive Vice President,
General Counsel and Secretary
|
|
2007
|
|
2007
|
Robert K. Zapfel
|
|
60
|
|
Executive Vice President;
President, Services Business
|
|
2014
|
|
2014
|
Darrell L. Ford
|
|
51
|
|
Senior Vice President, Chief Human Resources Officer
|
|
2015
|
|
2015
|
Herve Tessler
|
|
52
|
|
Senior Vice President,
President, Corporate Operations |
|
2014
|
|
2010
|
Joseph H. Mancini, Jr.
|
|
57
|
|
Vice President and Chief Accounting Officer
|
|
2013
|
|
2010
|
*
|
Member of Xerox Board of Directors
|
(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, 2015;
|
▪
|
Consolidated Statements of Comprehensive (Loss) Income for each of the years in the three-year period ended December 31, 2015;
|
▪
|
Consolidated Balance Sheets as of December 31, 2015 and 2014;
|
▪
|
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2015;
|
▪
|
Consolidated Statements of Shareholders' Equity for each of the years in the three-year period ended December 31, 2015;
|
▪
|
Notes to the Consolidated Financial Statements;
|
▪
|
Schedule II - Valuation and Qualifying Accounts for the three years ended December 31, 2015; and
|
▪
|
All other schedules are omitted as they are not applicable, or the information required is included in the financial statements or notes thereto.
|
(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 2016 Proxy Statement or to our directors are preceded by an asterisk (*).
|
XEROX CORPORATION
|
|
|
|
/s/ U
RSULA
M. B
URNS
|
|
Ursula M. Burns
Chairman of the Board and
Chief Executive Officer
February 19, 2016
|
|
Signature
|
|
Title
|
Principal Executive Officer:
|
|
|
/
S
/ U
RSULA
M. B
URNS
|
|
Chairman of the Board, Chief Executive Officer and Director
|
Ursula M. Burns
|
|
|
Principal Financial Officer:
|
|
|
/
S
/ L
ESLIE
F
.
V
ARON
|
|
Vice President and Interim Chief Financial Officer
|
Leslie F. Varon
|
|
|
Principal Accounting Officer:
|
|
|
/
S
/ J
OSEPH
H. M
ANCINI
, J
R
.
|
|
Vice President and Chief Accounting Officer
|
Joseph H. Mancini, Jr.
|
|
|
/
S
/ R
ICHARD
J. H
ARRINGTON
|
|
Director
|
Richard J. Harrington
|
|
|
/
S
/ W
ILLIAM
C
URT
H
UNTER
|
|
Director
|
William Curt Hunter
|
|
|
/s/ R
OBERT
J. K
EEGAN
|
|
Director
|
Robert J. Keegan
|
|
|
/
S
/ C
HARLES
P
RINCE
|
|
Director
|
Charles Prince
|
|
|
/
S
/ A
NN
N. R
EESE
|
|
Director
|
Ann N. Reese
|
|
|
/
S
/ S
TEPHEN
R
USCKOWSKI
|
|
Director
|
Stephen Rusckowski
|
|
|
/s/ S
ARA
M
ARTINEZ
T
UCKER
|
|
Director
|
Sara Martinez Tucker
|
|
|
(in millions)
|
|
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
|
||||||||||
2015 Allowance for Losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Receivable
|
|
$
|
88
|
|
|
$
|
25
|
|
|
$
|
5
|
|
|
$
|
(38
|
)
|
|
$
|
80
|
|
Finance Receivables
|
|
131
|
|
|
28
|
|
|
—
|
|
|
(41
|
)
|
|
118
|
|
|||||
|
|
$
|
219
|
|
|
$
|
53
|
|
|
$
|
5
|
|
|
$
|
(79
|
)
|
|
$
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2014 Allowance for Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts Receivable
|
|
$
|
112
|
|
|
$
|
20
|
|
|
$
|
(3
|
)
|
|
$
|
(41
|
)
|
|
$
|
88
|
|
Finance Receivables
|
|
154
|
|
|
33
|
|
|
3
|
|
|
(59
|
)
|
|
131
|
|
|||||
|
|
$
|
266
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
(100
|
)
|
|
$
|
219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2013 Allowance for Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts Receivable
|
|
$
|
108
|
|
|
$
|
39
|
|
|
$
|
(2
|
)
|
|
$
|
(33
|
)
|
|
$
|
112
|
|
Finance Receivables
|
|
170
|
|
|
81
|
|
|
5
|
|
|
(102
|
)
|
|
154
|
|
|||||
|
|
$
|
278
|
|
|
$
|
120
|
|
|
$
|
3
|
|
|
$
|
(135
|
)
|
|
$
|
266
|
|
(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.
|
3(a)
|
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.
|
3(b)
|
By-Laws of Registrant as amended through December 4, 2015.
|
4(a)(1)
|
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.
|
4(a)(2)
|
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.
|
4(a)(3)
|
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.
|
4(b)(1)
|
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.
|
4(b)(2)
|
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.
|
4(b)(3)
|
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.
|
4(b)(4)
|
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.
|
4(c)
|
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.
|
4(d)
|
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.
|
|
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.
|
4(e)
|
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.
|
10
|
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 2016 Proxy Statement or to our directors are preceded by an asterisk (*).
|
*10(a)(1)
|
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.
|
*10(a)(2)
|
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.
|
10(b)
|
[Reserved]
|
10(c)
|
[Reserved]
|
*10(d)(1)
|
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.
|
*10(d)(2)
|
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.
|
*10(d)(3)
|
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.
|
*10(d)(4)
|
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.
|
*10(e)(1)
|
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)
|
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.
|
*10(e)(3)
|
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.
|
*10(e)(4)
|
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)(5)
|
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)(6)
|
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.
|
*10(e)(7)
|
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.
|
*10(e)(8)
|
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.
|
*10(e)(9)
|
Annual Performance Incentive Plan for 2014.
|
|
Incorporated by reference to Exhibit 10(e)(14) to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. See SEC File number 001-04471.
|
*10(e)(10)
|
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.
|
*10(e)(11)
|
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.
|
*10(e)(12)
|
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.
|
*10(e)(13)
|
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.
|
*10(e)(14)
|
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.
|
*10(e)(15)
|
Annual Performance Incentive Plan for 2015 (“2015 APIP”)
|
*10(e)(16)
|
Performance Elements for 2015 Executive Long-Term Incentive Program ("2015 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, 2014. See SEC File number 001-04471.
|
*10(e)(17)
|
Form of Award Agreement under 2015 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, 2014. See SEC File number 001-04471.
|
*10(e)(18)
|
Form of Award Agreement under 2015 ELTIP (Retention Restricted Stock Units)
|
|
Incorporated by reference to Exhibit 10(e)(23) to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. See SEC File number 001-04471.
|
*10(e)(19)
|
Annual Performance Incentive Plan for 2016 (“2016 APIP”)
|
*10(e)(20)
|
Performance Elements for 2016 Executive Long-Term Incentive Program
|
*10(e)(21)
|
Form of Award Agreement under 2016 ELTIP (Performance Shares)
|
*10(e)(22)
|
Form of Award Agreement under 2016 ELTIP (Restricted Stock Units)
|
*10(e)(23)
|
Form of Award Agreement under 2016 ELTIP (Retention Restricted
Stock Units)
|
*10(e)(24)
|
Form of Award Agreement under 2016 ELTIP (Performance Shares and Restricted Stock Units)
|
*10(f)
|
Letter Agreement dated March 19, 2014 between Registrant and Robert K.
Zapfel, Executive Vice President and President, Services of Registrant.
|
|
Incorporated by reference to Exhibit 10(f) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. See SEC File Number 001-04471.
|
*10(g)(1)
|
2004 Restatement of Registrant's Unfunded Supplemental Executive Retirement Plan, as amended and restated December 4, 2007 (“2007 USERP”).
|
|
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.
|
*10(g)(2)
|
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.
|
*10(g)(3)
|
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.
|
*10(g)(4)
|
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.
|
|
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.
|
*10(h)
|
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.
|
10(i)
|
[Reserved]
|
*10(j)(1)
|
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.
|
*10(j)(2)
|
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.
|
*10(k)(1)
|
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.
|
*10(k)(2)
|
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.
|
*10(k)(3)
|
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.
|
*10(l)
|
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.
|
10(m)
|
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.
|
*10(n)
|
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.
|
10(o)
|
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.**
|
*10(p)
|
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.
|
*10(q)
|
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.
|
*10(r)
|
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.
|
10(s)
|
Agreement dated January 28, 2016 between the Icahn Group and Registrant re: separation of Registrant’s Business Process Outsourcing business and voting at Registrant’s 2016 annual meeting of shareholders.
|
|
Incorporated by reference to Exhibit 10(s) to Registrant’s Current Report on Form 8-K dated January 28, 2016. See SEC File Number 001-04471.
|
12
|
Computation of Ratio of Earnings to Fixed charges and the Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
|
21
|
Subsidiaries of Registrant.
|
23
|
Consent of PricewaterhouseCoopers LLP.
|
31(a)
|
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
|
31(b)
|
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
|
32
|
Certification of CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.INS
|
XBRL Instance Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
101.SCH
|
XBRL Taxonomy Extension Schema Linkbase.
|
XEROX CORPORATION
|
|
By__________________
|
Signature
|
XEROX CORPORATION
|
|
By__________________
|
Signature
|
XEROX CORPORATION
|
|
By__________________
|
Signature
|
(1)
|
in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and
|
(2)
|
in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36.
|
(1)
|
in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and
|
(2)
|
in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36.
|
XEROX CORPORATION
|
|
By__________________
|
Signature
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(1)
|
|
$
|
355
|
|
|
$
|
381
|
|
|
$
|
406
|
|
|
$
|
430
|
|
|
$
|
478
|
|
Capitalized interest
|
|
—
|
|
|
4
|
|
|
4
|
|
|
13
|
|
|
13
|
|
|||||
Portion of rental expense which represents interest factor
(1)
|
|
228
|
|
|
273
|
|
|
251
|
|
|
215
|
|
|
227
|
|
|||||
Total Fixed Charges
|
|
$
|
583
|
|
|
$
|
658
|
|
|
$
|
661
|
|
|
$
|
658
|
|
|
$
|
718
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Available for Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income
|
|
$
|
412
|
|
|
$
|
1,206
|
|
|
$
|
1,243
|
|
|
$
|
1,284
|
|
|
$
|
1,450
|
|
Distributed equity income of affiliated companies
|
|
56
|
|
|
69
|
|
|
77
|
|
|
62
|
|
|
63
|
|
|||||
Add: Fixed charges
|
|
583
|
|
|
658
|
|
|
661
|
|
|
658
|
|
|
718
|
|
|||||
Less: Capitalized interest
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(13
|
)
|
|||||
Less: Net income-noncontrolling interests
|
|
(18
|
)
|
|
(23
|
)
|
|
(20
|
)
|
|
(28
|
)
|
|
(33
|
)
|
|||||
Total Earnings Available for Fixed Charges
|
|
$
|
1,033
|
|
|
$
|
1,906
|
|
|
$
|
1,957
|
|
|
$
|
1,963
|
|
|
$
|
2,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ratio of Earnings to Fixed Charges
|
|
1.77
|
|
|
2.90
|
|
|
2.96
|
|
|
2.98
|
|
|
3.04
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(1)
|
|
355
|
|
|
$
|
381
|
|
|
$
|
406
|
|
|
$
|
430
|
|
|
$
|
478
|
|
|
Capitalized interest
|
|
—
|
|
|
4
|
|
|
4
|
|
|
13
|
|
|
13
|
|
|||||
Portion of rental expense which represents interest factor
(1)
|
|
228
|
|
|
273
|
|
|
251
|
|
|
215
|
|
|
227
|
|
|||||
Total Fixed Charges before preferred stock dividends pre-tax income requirements
|
|
583
|
|
|
658
|
|
|
661
|
|
|
658
|
|
|
718
|
|
|||||
Preferred stock dividends pre-tax income requirements
|
|
39
|
|
|
39
|
|
|
39
|
|
|
39
|
|
|
39
|
|
|||||
Total Combined Fixed Charges and Preferred Stock Dividends
|
|
$
|
622
|
|
|
$
|
697
|
|
|
$
|
700
|
|
|
$
|
697
|
|
|
$
|
757
|
|
Earnings Available for Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income
|
|
412
|
|
|
$
|
1,206
|
|
|
$
|
1,243
|
|
|
$
|
1,284
|
|
|
$
|
1,450
|
|
|
Distributed equity income of affiliated companies
|
|
56
|
|
|
69
|
|
|
77
|
|
|
62
|
|
|
63
|
|
|||||
Add: Fixed charges before preferred stock dividends
|
|
583
|
|
|
658
|
|
|
661
|
|
|
658
|
|
|
718
|
|
|||||
Less: Capitalized interest
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(13
|
)
|
|||||
Less: Net income-noncontrolling interests
|
|
(18
|
)
|
|
(23
|
)
|
|
(20
|
)
|
|
(28
|
)
|
|
(33
|
)
|
|||||
Total Earnings Available for Fixed Charges and Preferred Stock Dividends
|
|
$
|
1,033
|
|
|
$
|
1,906
|
|
|
$
|
1,957
|
|
|
$
|
1,963
|
|
|
$
|
2,185
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
|
|
1.66
|
|
|
2.73
|
|
|
2.80
|
|
|
2.82
|
|
|
2.89
|
|
(1)
|
Includes amounts related to our ITO business, which was reported as a discontinued operation through its date of sale on June 30, 2015. Refer to Note 4 - Divestitures in our Consolidated Financial Statements,which is incorporated by reference, for additional information regarding this sale.
|
ACS@Xerox LLC
|
Delaware
|
ACS Holdings (UK) LLP
|
United Kingdom (48)
|
American Photocopy Equipment Company of Pittsburgh, LLC
|
Delaware
|
Berney Office Solutions, LLC
|
Alabama
|
N&L Enterprises, LLC
|
Alabama
|
Capitol Office Solutions, LLC
|
Delaware
|
Global Imaging Systems, Inc.
|
Delaware
|
Arizona Office Technologies, Inc.
|
Arizona
|
Capitol Business Systems, LLC
|
Pennsylvania
|
Carolina Office Systems, Inc.
|
South Carolina
|
Carr Business Systems, Inc.
|
New York
|
Chicago Office Technology Group, Inc.
|
Illinois
|
ComDoc, Inc.
|
Ohio
|
Conestoga Copiers, Inc. d/b/a Conestoga Business Solutions
|
Pennsylvania
|
Connecticut Business Systems, LLC
|
Delaware
|
Conway Technology Group, LLC
|
New Hampshire
|
Eastern Managed Print Network, LLC
|
New York
|
Northeast Copier Systems, LLC
|
Massachusetts
|
CopyCo Office Solutions, Inc.
|
Indiana
|
CTX Business Solutions, Inc.
|
Oregon
|
Dahill Office Technology Corporation
|
Texas (34)
|
Denitech Corporation
|
Texas
|
Elan Marketing, Inc. d/b/a Elan Office Systems
|
Nevada
|
Electronic Systems, Inc.
|
Virginia
|
TML Enterprises, Inc.
|
Virginia
|
Georgia Duplicating Products, Inc.
|
Georgia
|
Global PR Corporation
|
Illinois
|
ImageQuest, Inc.
|
Kansas
|
Image Technology Specialists, Inc.
|
Massachusetts
|
Inland Business Machines, Inc.
|
California
|
IOS Technology Group, Inc.
|
Texas
|
Precision Copier Service, Inc. d/b/a Sierra Office Solutions
|
Nevada
|
Lucas Business Systems, Inc.
|
Delaware
|
Lewan & Associates, Inc.
|
Colorado
|
Imaging Concepts of New Mexico, Inc.
|
New Mexico
|
Merizon Group Incorporated
|
Wisconsin
|
Michigan Office Solutions, Inc.
|
Michigan
|
Minnesota Office Technology Group, Inc.
|
Minnesota
|
Mr. Copy, Inc.
|
California
|
MRC Smart Technology Solutions, Inc.
|
California
|
MWB Copy Products, Inc.
|
California
|
SoCal Office Technologies, Inc.
|
California
|
Martin Whalen Office Solutions, Inc.
|
Illinois
|
MW Leasing Company
|
Illinois
|
OneSOURCE Managed Services, LLC
|
Oklahoma
|
O.O.S.I. Leasing, LLC
|
Oklahoma
|
Quality Business Systems, Inc.
|
Washington
|
Boise Office Equipment, Inc.
|
Idaho
|
R. K. Dixon Company
|
Iowa
|
Global Iowa Finance, Inc.
|
Iowa
|
Saxon Business Systems, Inc.
|
Florida
|
Stewarr of Alabama, Inc.
|
Alabama
|
Zeno Office Solutions, Inc.
|
Florida
|
Zeno Financial Services, Inc.
|
Florida
|
Zoom Imaging Solutions, Inc.
|
California
|
Gyricon, LLC
|
Delaware
|
Institute for Research on Learning
|
Delaware
|
Lateral Data, L.P.
|
Texas
|
NewField Information Technology LLC
|
Pennsylvania
|
Pacific Services and Development Corporation
|
Delaware
|
Palo Alto Research Center Incorporated
|
Delaware
|
PARC China Holdings, Inc.
|
Delaware
|
Proyectos Inverdoco, C.A.
|
Venezuela
|
Smart Data Consulting Corp
|
New York
|
Stewart Business Systems, LLC
|
New Jersey
|
The Xerox Foundation
|
Delaware
|
Xerox Argentina Industrial y Comercial S.A.
|
Argentina (1)
|
Xerox Business Services, LLC
|
Delaware
|
ACS BRC Holdings, LLC
|
Delaware
|
ACS Enterprise Solutions, LLC
|
Delaware
|
ACS BPO Services, Inc.
|
Delaware
|
Government Records Services, Inc.
|
Delaware
|
Title Records Corporation
|
Delaware
|
ACS TMC, Inc.
|
Delaware
|
Digital Information Systems Company, L.L.C.
|
Georgia
|
Xerox Audit & Compliance Solutions, LLC
|
Delaware
|
Xerox Government Systems, LLC
|
Delaware
|
Xerox Heritage, LLC
|
Virginia
|
Xerox State Healthcare, LLC
|
Delaware
|
ACS EDI Gateway, Inc.
|
Delaware
|
Consultec IPA, Inc.
|
New York
|
Xerox Federal Solutions LLC
|
Delaware
|
ACS Health Care, Inc.
|
Oregon
|
CredenceHealth, Inc.
|
Tennessee
|
MidasPlus, Inc.
|
Arizona
|
Statit Software, Inc.
|
Oregon
|
ACS CompIQ Corporation
|
Nevada
|
ACS Consultant Holdings Corporation
|
Delaware
|
Xerox Consultant Company, Inc.
|
Michigan
|
Superior Venture Partner, Inc.
|
Pennsylvania
|
ACS e-Services, LLC
|
Delaware
|
ACS Health Administration, Inc.
|
Delaware
|
ACS Healthcare Analytics, Inc.
|
Delaware
|
ACS Human Resources Solutions, LLC
|
Delaware
|
Buck Consultants, LLC
|
Delaware
|
Buck Consultants
|
Belgium (44)
|
Buck Kwasha Securities LLC
|
Delaware
|
Xerox HR Solutions, LLC
|
Pennsylvania
|
Xerox HR Solutions, LLP
|
Delaware (67)
|
ACS HR Solutions World Services, LLC
|
Delaware
|
Xerox Relocation & Assignment Services, LLC
|
Delaware
|
ACS Image Solutions, Inc.
|
Louisiana
|
ACS Protection Services, Inc.
|
Texas
|
ACS Puerto Rico, LLC
|
Puerto Rico
|
ACS Solutions Poland Sp. z.o.o.
|
Poland
|
ACS TradeOne Marketing, Inc.
|
Delaware
|
ACS Securities Services, Inc.
|
Texas
|
etravelexperts, LLC
|
Delaware
|
ACS Trust I
|
Delaware
|
ACS Trust II
|
Delaware
|
ACS Welfare Benefit Trust
|
Texas
|
Breakaway Healthcare and Life Sciences, LLC
|
Colorado
|
Consilience Software, Inc.
|
Delaware
|
Consilience Software Australasia Pty Ltd
|
Australia
|
Health Technology Acquisition Company
|
Indiana
|
Outsourced Administrative Systems, Inc.
|
Indiana
|
Healthy Communities Institute Corporation
|
California
|
Intellinex LLC
|
Delaware
|
Intellinex PS-OS, Inc.
|
Washington
|
ISG Holdings, Inc.
|
Delaware
|
ISG Services, LLC
|
Delaware
|
Bunch CareSolutions, LLC
|
Delaware
|
StrataCare, LLC
|
Delaware
|
LearnSomething, Inc.
|
Florida
|
LiveBridge, Inc.
|
Oregon
|
Newspaper Services Holding, Inc.
|
Oregon
|
RSA Enterprises LLC
|
Delaware
|
RSA Medical LLC
|
Delaware
|
RSA Medical Exams LLC
|
Delaware
|
Specialty I, LLC
|
Delaware
|
The National Abandoned Property Processing Corporation
|
Delaware
|
TMS Health Patient Access Solutions, LLC
|
New Jersey
|
Wagers & Associates, Inc.
|
Colorado
|
Wireless Data Services North America, Inc.
|
Washington
|
Wireless Data Services (Operations), Inc.
|
Idaho
|
WDS Global-Texas, Inc.
|
Texas
|
Xerox Card Services, LLC
|
Illinois
|
Xerox Care and Quality Solutions, Inc.
|
Wisconsin
|
Xerox Commercial Solutions, LLC
|
Nevada
|
ACS Global, Inc.
|
Delaware
|
ML Colombia S.A.
|
Colombia (51)
|
Market Line Peru S.A.C.
|
Peru (52)
|
Market Line S.A.
|
Argentina (49)
|
Market Line Chile S.A.
|
Chile (50)
|
Xerox Business Services (Australia) Pty. Ltd.
|
Australia
|
CDR Associates, L.L.C.
|
Delaware
|
Education Sales and Marketing, LLC
|
Colorado
|
ESM Chaperone, LLC
|
Colorado
|
TMS Health, LLC
|
Delaware
|
Xerox Education Services, LLC
|
Delaware
|
ACS Asset Management Group, LLC
|
Delaware
|
Education Services Company, LLC
|
Delaware
|
ACS Education Loan Services LLC
|
Delaware
|
Xerox Education Solutions, LLC
|
Delaware
|
Xerox Recovery Services, Inc.
|
Delaware
|
Xerox State & Local Solutions, Inc.
|
New York
|
ACS Human Services, LLC
|
Indiana
|
ACS Lending, Inc
|
Delaware (41)
|
ACS/ECG Holdings, LLC
|
Delaware
|
ACS Defense, LLC
|
Delaware
|
ACS Middle East, Inc.
|
Delaware
|
ACS China Solutions Hong Kong Limited
|
Hong Kong
|
ACS Road Technology Services (Beijing) Co. Ltd.
|
China
|
ParkIndy LLC
|
Delaware
|
Transaction Processing Specialists, Inc.
|
Texas
|
Xerox Transport Solutions, Inc.
|
Georgia
|
ACB Airport Solutions, LLC
|
Georgia (46)
|
Xerox Capital LLC
|
Turks & Caicos Islands (9)
|
Xerox de Chile S.A.
|
Chile (40)
|
Xerox DNHC LLC
|
Delaware
|
Xerox del Ecuador, S.A.
|
Ecuador (32)
|
Xerox Engineering Systems NV
|
Belgium
|
Xerox Equipment Limited
|
Bermuda
|
Xerox Export, LLC
|
Delaware
|
Xerox Europe Finance Limited Partnership
|
Scotland (20)
|
Xerox European Funding LLC
|
Delaware
|
Affiliated Computer Services Holdings (Luxembourg) S.A.R.L.
|
Luxembourg
|
Xerox Finance, Inc.
|
Delaware
|
Xerox Investments Holding (Bermuda) Limited
|
Bermuda
|
Xerox Financial Services LLC
|
Delaware
|
Xerox Foreign Sales Corporation
|
Barbados
|
Xerox Holdings, Inc.
|
Delaware
|
Talegen Holdings, Inc.
|
Delaware
|
Xerox International Joint Marketing, Inc.
|
Delaware
|
Xerox International Partners
|
California (10)
|
Xerox Investments Europe B.V.
|
Netherlands
|
Buck Consultants Limited/Conseilliers Buck Limitee
|
Ontario
|
Buck Consultants Insurance Agency Limited
|
Ontario
|
XC Global Trading B.V.
|
Netherlands
|
XC Trading Singapore Pte Ltd.
|
Singapore
|
XC Trading Hong Kong Limited
|
Hong Kong
|
XC Trading Japan G.K.
|
Japan
|
XC Trading Korea YH
|
Korea
|
XC Trading Malaysia
|
Malaysia
|
XC Trading Shenzhen Co., Ltd.
|
China
|
Xerox Business Services Malaysia Sdn. Bhd.
|
Malaysia (61)
|
Xerox Business Services (Shanghai) Co., Ltd.
|
China
|
Xerox Developing Markets Limited
|
Bermuda
|
Xerox Holdings (Ireland) Limited
|
Ireland
|
Xerox (Europe) Limited
|
Ireland
|
NewField Information Technology Limited
|
United Kingdom
|
Xerox XF Holdings (Ireland) Limited
|
Ireland
|
Xerox Finance (Ireland) Limited
|
United Kingdom
|
Xerox Israel Ltd.
|
Israel
|
Xerox Middle East Investments (Bermuda) Limited
|
Bermuda
|
Bessemer Insurance Limited
|
Bermuda
|
Reprographics Egypt Limited
|
Egypt
|
Xerox Egypt S.A.E.
|
Egypt (5)
|
Xerox Finance Leasing S.A.E.
|
Egypt (3)
|
Xerox Equipment Limited
|
Bermuda
|
Xerox Maroc S.A.
|
Morocco (2)
|
Xerox Products Limited
|
Bermuda (16)
|
Xerox UK Holdings Limited
|
United Kingdom
|
Triton Business Finance Limited
|
United Kingdom
|
Xerox Trading Enterprises Limited
|
United Kingdom
|
Xerox Overseas Holdings Limited
|
United Kingdom
|
Xerox Business Equipment Limited
|
United Kingdom
|
Xerox Computer Services Limited
|
United Kingdom
|
Xerox Mailing Systems Limited
|
United Kingdom
|
Xerox Limited
|
United Kingdom
|
ACS Worldwide Lending Limited
|
United Kingdon
|
Affiliated Computer Services International B.V.
|
Netherlands
|
ACS-BPS (Ghana) Limited
|
Ghana
|
ACS Business Process Solutions Limited
|
United Kingdom
|
ACS Malta Limited
|
Malta (66)
|
Buck Consultants Limited
|
United Kingdom
|
Buck Consultants (Healthcare) Limited
|
United Kingdom
|
Buck Consultants (Administration & Investment) Limited
|
United Kingdom
|
ACS HR Solutions UK Limited
|
United Kingdom
|
Buck Consultants Shareplan Trustees Limited
|
United Kingdom
|
Buckingham Trustees Limited
|
United Kingdom
|
Talking People Limited
|
United Kingdom
|
CVG Ltd.
|
United Kingdom (6)
|
Spur Information Solutions Limited
|
United Kingdom
|
Wireless Data Services Limited
|
United Kingdom
|
Wireless Data Services (Asia Pacific) PTE Ltd.
|
Singapore
|
Wireless Data Services (Proprietary) Limited
|
South Africa
|
Wireless Data Services Pty Limited
|
Australia
|
ACS Czech Republic s.r.o.
|
Czech Republic (26)
|
ACS HR Solutions Nederland B.V.
|
Netherlands
|
ACS HR Solutions Share Plan Services (Guernsey) Limited
|
Guernsey
|
ACS Solutions Chile SA
|
Chile (57)
|
ACS Transportation Services Participacoes Ltda
|
Brazil (31)
|
Affiliated Computer Services Austria GmbH
|
Austria
|
Affiliated Computer Services do Brasil Ltda.
|
Brazil (55)
|
Affiliated Computer Services Call Center Operations do Brasil LTDA
|
Brazil (60)
|
ACS HR Solucoes Servicos de Recursos Humanos do Brasil Ltda.
|
Brazil (72)
|
Affiliated Computer Services (Fiji) Limited
|
Fiji (59)
|
Affiliated Computer Services GmbH
|
Switzerland
|
Affiliated Computer Services International (Barbados) Limited
|
Barbados
|
ACS Business Process Solutions (Jamaica) Limited
|
Jamaica (53)
|
Xerox Business Services Dominican Republic, SAS
|
Dominican Republic (54)
|
Affiliated Computer Services of Poland Sp. z.o.o.
|
Poland (63)
|
Affiliated Computer Services South Africa (Proprietary) Limited
|
South Africa
|
Affiliated Computer Services (Tianjin) Co., Ltd.
|
China
|
e-Services Group (St. Lucia) Ltd.
|
St. Lucia
|
e-Services Group International (Jamaica) Limited
|
Jamaica (47)
|
Veenman B.V.
|
Netherlands
|
Veenman Financial Services B.V.
|
Netherlands
|
Wilhaave Groep B.V.
|
Netherlands
|
Unamic Holding B.V.
|
Netherlands
|
Unamic/HCN B.V.
|
Netherlands
|
Telenamic N.V.
|
Suriname (73)
|
Unamic HCN Musterfi Hizmetleri Limited Sirketi
|
Turkey (75)
|
Xerox Business Services de Guatemala, Sociedad Anonima
|
Guatemala (70)
|
Xerox Business Services India Privagte
|
India (58)
|
Xerox Business Services (Netherlands) B.V.
|
Netherlands
|
Xerox Business Services Philippines, Inc.
|
Philippines (39)
|
Xerox Solutions Philippines, Inc.
|
Philippines (42)
|
Xerox Business Services (Switzerland) AG
|
Switzerland
|
Xerox Business Solutions (Hong Kong) Limited
|
Hong Kong
|
Xerox Business Solutions of Puerto Rico, Inc.
|
Puerto Rico
|
Xerox Manufacturing (Nederland) B.V.
|
Netherlands
|
Xerox (Nederland) BV
|
Netherlands
|
Xerox Document Supplies BV
|
Netherlands
|
Xerox Financial Services B.V.
|
Netherlands
|
Xerox Services BV
|
Netherlands
|
Continua Limited
|
United Kingdom
|
Continua Sanctum Limited
|
United Kingdom
|
Limited Liability Company Xerox (C.I.S.)
|
Russia
|
The Xerox (UK) Trust
|
United Kingdom
|
Xerox AS
|
Norway
|
Xerox Austria GmbH
|
Austria
|
x.system services GmbH
|
Austria
|
Xerox Global Services GmbH
|
Austria
|
Xerox Leasing GmbH
|
Austria
|
Xerox Office Supplies GmbH
|
Austria
|
Xerox Bulgaria EOOD
|
Bulgaria
|
Xerox Büro Araçlarý Servis ve Ticaret Ltd. ªti
|
Turkey
|
Xerox Canada Inc.
|
Ontario
|
CPAS Systems Inc.
|
Ontario
|
Xerox (Barbados) SRL
|
Barbados (14)
|
Xerox Finance (Luxembourg) Sarl
|
Luxembourg
|
Xerox Canada Finance Inc.
|
Ontario
|
Xerox Business Services Canada, Inc.
|
Canada (29)
|
ACS Government Solutions Canada Inc.
|
Ontario
|
ACS HR Solutions Canada Co.
|
Nova Scotia
|
Xerox Business Services de Mexico, S.A. de C.V.
|
Mexico (56)
|
ACS Solutions de Mexico, S. de R.L. de C.V.
|
Mexico (68)
|
Xerox Canada Ltd.
|
Canada (4)
|
LaserNetworks Inc.
|
Ontario
|
6999816 Canada Inc.
|
Canada
|
Green Imaging Supplies Inc.
|
Canada
|
Xerox Financial Services Canada Ltd.
|
Ontario
|
Xerox Capital (Europe) Limited
|
United Kingdom
|
Concept Group Limited
|
Scotland
|
Concept Group (Sales) Limited
|
Scotland
|
Imaging Business Systems (N.I.) Limited
|
Northern Ireland
|
Irish Business Systems Limited (Republic of Ireland)
|
Republic of Ireland
|
Xerox (Ireland) Limited
|
Ireland
|
Xerox AG
|
Switzerland
|
Xerox A/S
|
Denmark
|
Xerox Financial Services Danmark A/S
|
Denmark
|
Xerox Finance AG
|
Switzerland
|
Xerox Sverige AB
|
Sweden
|
Xerox (UK) Limited
|
United Kingdom
|
Bessemer Trust Limited
|
United Kingdom
|
Xerox Finance Limited
|
United Kingdom
|
Xerox Channels Limited
|
United Kingdom
|
XEROX CZECH REPUBLIC s r.o.
|
Czech Republic
|
Xerox Espana, S.A.U.
|
Spain
|
Affiliated Computer Services of Spain, S.L., Sociedad Unipersonal
|
Spain
|
Buck Consultants, S.L.
|
Spain
|
Xerox Business Solutions Spain, S.L.
|
Spain
|
Xerox Fabricacion S.A.U.
|
Spain
|
Xerox Renting S.A.U.
|
Spain
|
Xerox Office Supplies S.A.U.
|
Spain
|
Xerox Exports Limited (dormant)
|
United Kingdom
|
Xerox Financial Services Belux NV
|
Belgium
|
Xerox Financial Services Norway AS
|
Norway
|
Xerox Financial Services Sverige AB
|
Sweden
|
Xerox Hellas AEE
|
Greece
|
Xerox Holding Deutschland GmbH
|
Germany
|
Affiliated Computer Services of Germany GmbH
|
Germany
|
ACS Holdings (Germany) GmbH
|
Germany
|
ACS HR Solutions Deutschland GmbH
|
Germany
|
Invoco Holding GmbH
|
Germany
|
GIP Dialog Gesellschaft für Produktinformation mbH
|
Germany
|
Invoco Business Solutions GmbH
|
Germany
|
Invoco Communication Center GmbH
|
Germany
|
Invoco Customer Service GmbH
|
Germany
|
Invoco Helpline Communication GmbH
|
Germany
|
Invoco Helpline GmbH
|
Germany
|
Invoco Marketing & Vertrieb GmbH
|
Germany
|
Invoco Media Sales GmbH
|
Germany
|
Invoco Multimedia GmbH
|
Germany
|
Invoco Sales GmbH
|
Germany
|
Invoco Service Center GmbH
|
Germany
|
Invoco Service GmbH
|
Germany (76)
|
Invoco Services & Sales GmbH
|
Germany
|
Invoco Technical Service GmbH
|
Germany
|
Xerox GmbH
|
Germany
|
Xerox Dienstleistungsgesellschaft GmbH
|
Germany
|
Xerox Leasing Deutschland GmbH
|
Germany
|
Xerox Reprographische Services GmbH
|
Germany
|
Xerox Hungary Trading Limited
|
Hungary
|
Xerox India Limited
|
India (8)
|
Xerox Kazakhstan Limited Liability Partnership
|
Kazakhstan
|
Xerox Management Services N.V.
|
Belgium
|
Xerox N.V.
|
Belgium
|
Xerox Luxembourg SA
|
Luxembourg (27)
|
Xerox Oy
|
Finland
|
Xerox Financial Services Finland Oy
|
Finland
|
Xerox Pensions Limited
|
United Kingdom
|
Xerox Polska Sp. z o. o
|
Poland
|
Xerox Portugal Equipamentos de Escritorio, Limitada
|
Portugal (21)
|
CREDITEX - Aluguer de Equipamentos S.A.
|
Portugal
|
Xerox Professional Services Limited
|
United Kingdom
|
Xerox Property Services Limited
|
United Kingdom
|
Xerox (Romania) Echipmante Si Servici S.A.
|
Romania
|
Xerox Serviços e Participações Ltda
|
Brazil
|
Xerox Comercio e Industria Ltda
|
Brazil
|
Xerox Slovenia d.o.o.
|
Slovenia
|
Xerox S.p.A.
|
Italy
|
Nuova Karel Soluzioni S.r.l. unipersonale
|
Italy
|
Xerox Financial Services Italia S.p.A.
|
Italy
|
Xerox Italia Rental Services Srl
|
Italy
|
Xerox Italia Services S.p.A.
|
Italy
|
Xerox Business Services Italy S.r.l.
|
Italy
|
Eagle Connect Sh.p.k.
|
Albania
|
Voice Star Sh.p.k.
|
Albania
|
Xerox Business Services Romania S.r.l.
|
Romania
|
Xerox Business Solutions Italia S.p.A.
|
Italy
|
Xerox Telebusiness GmbH
|
Germany
|
Xerox (Ukraine) Ltd LLC
|
Ukraine (17)
|
Xerox S.A.S.
|
France (22)
|
Affiliated Computer Services Holdings (France) S.A.S.
|
France
|
Affiliated Computer Services Business Process Solutions S.A.S.
|
France (64)
|
Xerox Business Solutions (France) SAS
|
France
|
ACS Solutions Peru S.A.
|
Peru (65)
|
Impika SAS
|
France
|
Xerobail SAS
|
France
|
Xerox Financial Services SAS
|
France (23)
|
Xerox Document Supplies SNC
|
France (24)
|
Xerox General Services SAS
|
France
|
Xerox XHB Limited
|
Bermuda
|
Xerox XIB Limited
|
Bermuda
|
XRO Limited
|
United Kingdom
|
Nemo (AKS) Limited
|
United Kingdom
|
XRI Limited
|
United Kingdom
|
RRXH Limited
|
United Kingdom
|
RRXO Limited
|
United Kingdom
|
RRXIL Limited
|
United Kingdom
|
Xerox Latinamerican Holdings, Inc.
|
Delaware
|
Xerox Lease Receivables I, LLC
|
Delaware
|
Xerox Lease Receivables 2012-2 LLC
|
Delaware
|
Xerox Lease Receivables 2013-1 LLC
|
Delaware
|
Xerox Lease Receivables 2013-2 LLC
|
Delaware
|
Xerox Mexicana, S.A. de C.V.
|
Mexico (28)
|
Xerox Mortgage Services, Inc.
|
Delaware
|
Xerox Overseas, Inc.
|
Delaware
|
XC Asia LLC
|
Delaware
|
Xerox del Peru, S.A.
|
Peru (30)
|
Xerox Realty Corporation
|
Delaware
|
Xerox Trade Receivables II LLC
|
Delaware
|
Xerox Trinidad Limited
|
Trinidad (18)
|
XESystems Foreign Sales Corporation
|
Barbados
|
XMPie Inc.
|
Delaware
|
Nuvisio Corporation
|
Delaware
|
Nuvisio, Ltd.
|
Israel
|
XMPie, Ltd.
|
Israel
|
(2)
|
Owned 99.9% by XMEIBL and .1% by several individuals
|
(3)
|
Owned 96% by Xerox Egypt S.A.E., 3% by Xerox Middle East Investments (Bermuda) Limited and 1% by Egyptian Finance
|
(4)
|
Owned 80.24% by Xerox Canada Inc. and 19.76% by Xerox Canada Finance Inc.
|
(5)
|
Owned 75% by Xerox Middle East Investments (Bermuda) Limited and 25% by Egyptian Finance Company S.A.E.
|
(6)
|
CVG Ltd. also does business under the name “The Customer Value Group”.
|
(7)
|
[RESERVED]
|
(8)
|
Xerox Corporation indirectly owns 89.3% and 10.7% is owned by Modi Rubber Limited and 10,000+ individuals.
|
(9)
|
Owned 99.9% by Xerox Corporation and .1% by Pacific Services and Development Corporation, a wholly-owned subsidiary of Xerox Corporation
|
(10)
|
Xerox International Partners is a California general partnership between FX Global, Inc. (49%) and Xerox International Joint Marketing, Inc. (51%).
|
(11)
|
[RESERVED]
|
(12)
|
[RESERVED]
|
(13)
|
[RESERVED]
|
(14)
|
Owned 88.27% by Xerox Canada Inc. and 11.73% by Xerox Corporation
|
(15)
|
[RESERVED]
|
(16)
|
Owned 51% by Xerox Middle East Investments (Bermuda) Limited; the remaining 49% is owned by a third party - the Estate of the late Hareb Al Otaiba
|
(17)
|
Owned 99% by Xerox Limited; the remaining 1% is owned by Xerox Property Services Limited, another subsidiary of Xerox
|
(18)
|
Owned 75% by Xerox Corporation; the remaining 25% is owned by an outside third party in Trinidad
|
(19)
|
[RESERVED]
|
(20)
|
Xerox Europe Finance Limited Partnership is owned 99.9% by Xerox Export LLC and .1% by Xerox Corporation.
|
(21)
|
Owned 74% by Xerox Limited and 26% by Xerox Property Services Limited
|
(22)
|
Remaining shares transferred in Xerox S.A.S. to Xerox Overseas Holdings Limited after share capital reduction exercise
|
(23)
|
Owned 87.5% by Xerobail SAS and 12.5% by Xerox S.A.S.
|
(24)
|
Owned 99.99% by Xerox S.A.S. and .01% by Xerobail SAS
|
(25)
|
[RESERVED]
|
(26)
|
Owned 90% by Affiliated Computer Services International B.V. and 10% by Xerox Commercial Solutions, LLC
|
(27)
|
Owned 99% by Xerox NV and 1% by Xerox Financial Services Belux NV
|
(28)
|
Owned 99.99% by Xerox Corporation and .01% by Pacific Services and Development Corporation
|
(29)
|
Owned 87.18% by Xerox Canada Finance, Inc. and 12.82% by ACS HR Solutions World Services, LLC
|
(30)
|
Owned 95.73% by Xerox Corporation and 4.27% by Pacific Services and Development Corporation
|
(31)
|
Owned 99% by Affiliated Computer Services International B.V. and 1% by ACS Business Process Solutions Limited
|
(32)
|
Owned 99.99% by Xerox Corporation and .01% by Pacific Services and Development Corporation (PSDC owns only 1 share)
|
(33)
|
[RESERVED]
|
(34)
|
Owned 99% by Conway Office Products, LLC (limited partner) and 1% by Global Imaging Systems, Inc. (general partner)
|
(35)
|
[RESERVED]
|
(36)
|
[RESERVED]
|
(38)
|
[RESERVED]
|
(39)
|
Owned 99.95% by Affiliated Computer Services International B.V.; .01% by Richard Glen Kitchen; .01% by Derek
|
(40)
|
Owned 99.99% by Xerox Corporation and .01% by Pacific Services and Development Corporation
|
(41)
|
Owned LLC; 37% by Xerox State & Local Solutions, Inc.; 23% by Buck Consultants, LLC; 19% by Xerox Business Services, 15% by Xerox State Healthcare, LLC; 6% by ACS HR Solutions, LLC
|
(42)
|
Owned 98.76543% by Xerox Business Services Philippines, Inc.; .246914% by Richard Glen Kitchen; .246914% by James
|
(43)
|
[RESERVED]
|
(44)
|
Owned 79.884% by Buck Consultants, LLC and 20.116% by ACS Holdings (Germany) GmbH
|
(45)
|
{RESERVED]
|
(46)
|
Owned 66% by Xerox Transport Solutions, Inc.; 17% by Carter Brothers, LLC; and 17% by D&D Electric, Inc.
|
(47)
|
Owned 99.9998% by eServices Group (St. Lucia) Ltd.; 0.0002% by ACS Global Inc.
|
(48)
|
Owned 93.59% by Xerox Corporation, 6.35% by Xerox Commercial Solutions, LLC and .06% by Xerox State and Local Solutions, Inc.
|
(49)
|
Owned 90% by ACS Global Inc; 10% by Xerox Commercial Solutions, LLC
|
(50)
|
Owned 93.3750% by Market Line S.A. in Argentina; 6.6250% by ACS Global, Inc.
|
(51)
|
Owned 81.3537937% by ACS Global, Inc.; 18.6452381% Xerox Commercial Solutions, LLC; .00032272% LiveBridge, Inc.; .00032272% Market Line S.A. in Argentina; .00032272% ACS Middle East, Inc.
|
(52)
|
Owned 90% by ACS Global, Inc.; 10% Xerox Commercial Solutions, LLC
|
(53)
|
Owned 99.9090% by Affiliated Computer Services International (Barbados) Limited; .0910% by Xerox Commercial Solutions, LLC
|
(54)
|
Owned 99.9966 by Affiliated Computer Services International (Barbados) Limited; 0.0006% by ACS Business Services, LLC; .0006% by ACS Lending, Inc.; 0.0006% by Xerox Outsourcing Solutions, LLC; 0.0006% by Xerox State & Local Solutions, Inc.; 0.0006% by Xerox State Healthcare, LLC; 0.0006% by Xerox Business Services, LLC
|
(55)
|
Owned 99.9997 by Affiliated Computer Services International B.V.; .0003% by Xerox Business Services, LLC
|
(56)
|
Owned 99% by Xerox Business Services Canada Inc.; 1% by Xerox State and Local Solutions, Inc.
|
(57)
|
Owned 99.5% by Affiliated Computer Services International B.V.; .5% by Xerox State and Local Solutions, Inc.
|
(58)
|
Owned 99.999996% by ACS Affiliated Computer Services International B.V.; 0.000004% by Xerox Commercial Solutions, LLC
|
(59)
|
Owned 99.9999% by Affiliated Computer Services International B.V.; .0001% by Xerox State and Local Solutions, Inc.
|
(60)
|
Owned 99.9995% by Affiliated Computer Services do Brasil Ltda; .0005% by ACS HR Solucoes de Recursos Humanos do Brasil Ltda
|
(61)
|
Owned 99% by XC Trading Singapore Pte Ltd; 1% by Xerox Commercial Solutions, LLC
|
(62)
|
Owned 99.9822 by Affiliated Computer Services International B.V.; .0178% by a minority
|
(63)
|
Owned 99.9290% by Affiliated Computer Services International B.V.; .0710% by Xerox Commercial Solutions, LLC
|
(64)
|
Owned 99.9383% by Affiliated Computer Services Holdings (France) S.A.S.; 0.0616% by Affiliated Computer Services International B.V.; 0.0001 by Xerox Commercial Solutions, LLC
|
(65)
|
Owned 99% by Xerox Business Solutions (France) S.A.S.; 1% by Xerox State & Local Solutions, Inc.
|
(66)
|
Owned 99.8% by ACS Business Process Solutions Limited; 0.2% by Xerox Commercial Solutions, LLC
|
(67)
|
Owned 99% by Xerox HR Solutions, LLC; 1% by ACS Human Resource Solutions, LLC
|
(68)
|
Owned 99% by ACS Business Process Solutions de Mexico, S.A. de C.V.; .00086133% by Xerox State & Local Solutions, Inc.
|
(69)
|
[RESERVED]
|
(70)
|
Owned 98% by Affiliated Computer International B.V.; 2% by Xerox State & Local Solutions, Inc.
|
(71)
|
[RESERVED]
|
(72)
|
Owned 99% by Affiliated Computer Services do Brasil Ltda.; 1% by ACS HR Solutions World Services, LLC
|
(73)
|
Owned 50% by Unamic/HCN B.V.; 50% by Telesur, a non-ACS/Xerox entity
|
(74)
|
[RESERVED]
|
(75)
|
Owned 98.99% by Unamic/HCN B.V.; 1.01% by Unamic Holding B.V.
|
(76)
|
Owned 50% by Invoco Holding GmbH; owned 50% by HVB Hanseatische Vertriebs- und Berteiligungs GmbH (an unaffiliated third party)
|
|
/
S
/ P
RICEWATERHOUSE
C
OOPERS
LLP
|
PricewaterhouseCoopers LLP
|
Stamford, Connecticut
|
February 19, 2016
|
1.
|
I have reviewed this Annual Report on Form 10-K of Xerox Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/
S
/ U
RSULA
M. B
URNS
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Ursula M. Burns
Principal Executive Officer
|
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1.
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I have reviewed this Annual Report on Form 10-K of Xerox Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/
S
/ L
ESLIE
F
.
V
ARON
|
|
Leslie F. Varon
Principal Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/
S
/ U
RSULA
M. B
URNS
|
|
Ursula M. Burns
Chief Executive Officer
|
|
February 19, 2016
|
|
|
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/
S
/ L
ESLIE
F. V
ARON
|
|
Leslie F. Varon
Interim Chief Financial Officer
|
|
February 19, 2016
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|