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Fourth-Quarter 2008
Earnings Presentation
Anne Mulcahy
Chairman & CEO

Ursula Burns
President

Larry Zimmerman
Executive Vice President & CFO   January 23, 2009
Forward-Looking Statements
This presentation contains quot;forward-looking statementsquot; as defined in the Private Securities Litigation Reform Act of 1995. The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to
identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are
subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to the risk
that we will not realize all of the anticipated benefits from our 2007 acquisition of Global Imaging Systems, Inc; the risk that
unexpected costs will be incurred; the outcome of litigation and regulatory proceedings to which we may be a party; actions of
competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; development of
new products and services; interest rates and cost of borrowing; our ability to protect our intellectual property rights; our ability to
maintain and improve cost efficiency of operations, including actions with respect to the fourth quarter 2008 $240 million after-tax
net restructuring and asset impairment charge; changes in foreign currency exchange rates; changes in economic conditions, political
conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which we do business;
reliance on third parties for manufacturing of products and provision of services; and other factors that are set forth in the “Risk
Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section and other sections of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008,
September 30, 2008 and our 2007 Annual Report filed with the Securities and Exchange Commission. The Company assumes no
obligation to update any forward-looking statements as a result of new information or future events or developments, except as
required by law.




2
Anne Mulcahy
Business Dynamics
Business Environment
        Deteriorating global economies
    •

        Currency impact
    •

        Customer cash optimization
    •

Fundamentals
        MIF, pages and color leverage are positive
    •

        Document services value proposition attractive
    •

        Strong cash flow
    •

        Expanded distribution
    •

Actions
        Significant cost improvements through restructuring
    •

        Intense focus on expense management
    •

        Maintain distribution investments
    •

        Conservative cash usage
    •

        Pricing
    •

4       MIF (Machines in Field)
Fourth-Quarter Overview
Adjusted EPS* $0.30 per share
  • Excludes $0.27 restructuring and $0.03 equipment write-off
  • Adjusted Net Income* Q4 $265M, FY $985M


Total revenue impacted by economic environment; down 10%, 5% CC
  • Post sale down 8%, 3%CC driven by channel supplies inventory management
  • Equipment down 15%, 11% CC

Gross margin 37.9%, 38.8%* excluding equipment write-off
      Significantly impacted by transaction currency (dramatic Yen strengthening)
  •

SAG percent of revenue 25.2%

Balance sheet and cash flow performance remain strong
  • Cash from Core Operations*
                                                         1
     – Q4 $429M; $1.0B adjusted for litigation payments
                                                       1
     – FY $1.1B; $1.7B adjusted for litigation payments


   Constant currency (CC): see slides 23, 24 and 25 for explanation of non-GAAP measures
5 *Adjusted EPS, Adjusted Net Income, Adjusted Gross Margin and Cash from Core Operations: see slides 23, 24 and 25
   for explanation of non-GAAP measures. 1 Adjusted for net securities litigation payments of $615M
Business Metrics
                                                                                        Overview
       Revenue Growth
                                                                    Channel partners reducing inventory levels
                                                                •
                               (9%)
                            (5%) @ CC
                                                                    Economic slowdown in developing markets
                                                                •
       (13%)
     (6%) @ CC
                                                                    Color demand positive
                                                                •
                             $2,409M
                                                                        Strong iGen4® activity
                                                                    −
      $1,357M
                                                                        Launched color CF in North America
                                                                    −
    Production                Office
                                                                               Activity Summary        1


                                                                                                   Q4 2008   FY 2008
        (6%)
     flat @ CC                                                  Production Monochrome               (11%)     (6%)
                                                                Production Color                     4%        1%
                               (14%)
      $1,731M
                                                                Office B&W Copiers/MFDs             (18%)      8%
                              $545M
                                                                 Segments 1-2 (11-30) ppm           (24%)      8%
       Color              Developing                             Segments 3-5 (31-90) ppm2           3%        8%
                           Markets                              Office Color MFDs                    9%       24%
                                                                Color Printers                       5%       12%
    Constant currency (CC): see slides 23, 24 and 25 for explanation of non-GAAP measures
6
    1Install growth includes Xerox-branded product shipments to GIS
    2Segments 3-5 (31-90) ppm includes 95 ppm, segment 6 device with an embedded controller
Larry Zimmerman
Cash Flow
(in millions)                                                   Q4 2008              FY 2008
Net income                                                  $            1       $          230
Depreciation and amortization                                          171                  669
Provisions for receivables and inventory                               141                  314
Provision for litigation, net                                          (21)                 781
Payments for securities litigation, net                               (615)                (615)
Restructuring and asset impairment charges                             349                  429
Cash payments for restructurings                                       (39)                (131)
Contributions to pension benefit plans                                 (28)                (299)
Net change in A/R and billed portion of F/R                            185                    57
Net change in inventories                                               61                 (114)
                                                                                                    Adjusted Cash from
Net change in accounts payable and accrued compensation                260                  211
Net change in income tax assets and liabilities                       (114)                (416)
                                                                                                     Core Operations1:
Other, net                                                              78                   (10)
                                                                                                        Q4 - $1.0B
Cash from Core Operations*                                  $          429       $        1,106
Increase in equipment on operating leases                              (89)                 (331)
                                                                                                         FY - $1.7B
(Increase) decrease in finance receivables                            (155)                  164
Cash from Operations                                        $         185        $          939

CAPEX (incl. internal use software)                                   (91)                  (335)
Acquisitions, net of cash acquired                                     (2)                  (155)
Net change in escrow and other restricted investments                 411                      8
Other cash from investing                                             (53)                    41
Cash from Investing                                         $         265        $          (441)
Net debt payments on secured financings                                   (35)              (227)
Net cash proceeds on other debt                                            26                926
Payments to acquire treasury stock, including fees                         (8)              (812)
Dividends on common stock                                                 (38)              (154)
Other, net                                                                 (5)               (44)
Cash from Financing                                         $             (60)   $          (311)
Change in cash and cash equivalents                                   356                   130
Ending Cash and Cash Equivalents                            $        1,229       $        1,229


      *Cash from Core Operations: see slides 23, 24 and 25 for explanation of non-GAAP measures
8
      1Adjusted for net securities litigation payments of $615M
Earnings
                                                                                                          FY 2008
                                                                                     Q4 2008
                          (in millions, except per share data)

                          Revenue                                                    $ 4,370            $ 17,608
                          Gross Margin                                                37.9%               38.9%
                          Adjusted Gross Margin1                                      38.8%                39.2%
                          R,D&E                                                        $ 212                $ 884
                          SAG                                                        $ 1,102              $ 4,534
                                                                                      25.2%
                           SAG % of Revenue                                                                25.7%
                          Adjusted Operating Income1                                   $ 382              $1,476
                           Adj. Operating Income1 % of Revenue                          8.7%                 8.4%
                                                                                        $ 73
                          Other, Net                                                                      $ 1,122
                          Restructuring                                                $ 349                $ 429
                                                                                       $ 265
                          Adjusted Net Income1                                                              $ 985
                                                                                        $ 21
                          Equity Income                                                                     $ 113
                          Adjusted Tax Rate1                                          21.0%                22.9%
                                                                                      $ 0.30
                          Adjusted Diluted EPS1                                                            $ 1.10
                          After Tax Adjustments
                                                                                     $(0.27)              $(0.27)
                             Q4 ’08 Restructuring and Asset Impairment
                                                                                     $(0.03)              $(0.03)
                             Equipment Write-off
                                                                                                          $(0.54)
                             Provision for Litigation, Net
                          GAAP EPS                                                    $ -.-----            $ 0.26
    1Adjusted Gross Margin, Operating Income, Net Income, Tax Rate and Diluted EPS: see slides 23, 24 and 25 for
9
    explanation of non-GAAP measures
Use of Cash                                                                                               Balanced Debt Maturities*
                                                                                                                                    Debt Ladder
                                                FY 2009
                                                                                                                1,600
                                                               1
                                           Cash         Debt
                                                                                                                1,200
    12/31/08 - Cash / Debt                 $1.2B        $8.2B




                                                                                                   $ millions
    2009 Cash Flow                          1.7
                                                                                                                 800
    2009 CAPEX                             (0.3)
                                                                                                                 400
    2009 Dividend                          (0.2)
    2009 Net Debt Payment                  (1.6)           (1.6)                                                   0
                                                                                                                                                                                             15 016 017 18+
                                                                                                                                                 11
                                                                                                                             09                            12         13          14
                                                                                                                                       10
                                                                                                                                            20
                                                                                                                        20                            20         20          20
                                                                                                                                  20                                                    20             20
    12/31/09 - Cash / Debt                                                                                                                                                                          2
                                           $0.8B        $6.6B                                                                                                                                  2
                                                                                                                             15 yr putable notes*                                      Debt repaid 1/15/09

                                                                                                                                                           Currency
                    Receivables
               Provisions and write-off ratios                                                                          Translation                                                      Transaction
                 remain in historical ranges                                                     1.60
                                                                                                                                                                            170
3.0%
                                                                                                                                                                                                              (23)% Mvt
                                                                                                 1.55
                                                                                                                                                                            160

                                                                          Monthly Average Rate
                                                                                                 1.50
                           Write-offs % Revenue                                                                                                                             150
                                                                                                 1.45
                           Bad Debt Provision% Revenue
2.0%                                                                                                                    (15)% Mvt                                           140




                                                                                                                                                                      Yen
                                                                                                                                                                                                     Euro
                                                                                                 1.40                                                                       130                      US$
                                                                                                 1.35                                                                       120
1.0%                                                                                             1.30             US$ to Euro                                               110                                (19)% Mvt
                                                                                                 1.25                                                                       100
                                                                                                 1.20                                                                        90
0.0%                                                                                                Jan                                                                           Dec                               Dec
                                                                                                                   Mar            Jun        Sep                Dec                            Mar      Jun   Sep
           2005          2006            2007       2008
                                                                                                                                                                                  ‘07
                                                                                                                                  2008                                                                              ‘08


10 *2009 assumes $448M put under private placement in Q3 (final maturity 2022) and 2010 assumes $278M put under private
    placements (final maturity 2023). 2009 includes 1/15/09 repayment of senior notes of approximately $900M
    1
      Principal Debt Balance: see slides 23, 24 and 25 for explanation of non-GAAP measures
Fourth-Quarter Post Sale Revenue

    (in millions)
                                             Q4 2008                                      Post Sale at CC*
                                                                    Q4 2007                             $3,357
    Post Sale                                  $ 3,074
                                                                       Paper                               310      (6)   (0.2)%
               Growth1                             (8%)
                                                                       Finance income                      198     (10)   (0.3)%
               CC* Growth                          (3%)
                                                                       Outsourcing                         843     (11)   (0.3)%
                                                                       Service and rental             1,327        (14)   (0.4)%
                                                                       Supplies and other                  573     (65)   (2.0)%
                                                                    Q4 2008                                      $3,251 (3.2)%

     Base annuity relatively flat
•

     Supplies driven by channel distribution inventory management and
•
     cash optimization
     DMO currency impact (1)pt
•


11 *Constant currency (CC): see slides 23, 24 and 25 for explanation of non-GAAP measures
     1Actualgrowth - Paper (0.7)%; Finance income (0.7)%; Outsourcing (1.9)%; Service and rental (2.7)%;
     and Supplies and other (2.4)%
Annuity Scorecard
                                                       2008 Full-Year
                                                Post Sale Leading Indicators


 Digital Revenue                   2%                Color Revenue                          10%   B&W Digital Rev         4%

 Digital MIF                       6%                Color MIF                              33%   B&W Digital MIF         1%

 Digital Pages                     1%                Color Pages                            24%   B&W Digital Pages       3%



                                                               FY 2005               FY 2006      FY 2007      FY 2008

        Color % Revenue                                           27%                      31%      35%             37%
        Color % of MIF                                            10%                      13%      17%             22%
        Color % of Pages                                           7%                      9%       12%             18%

        Services Annuity Growth                                     1%                      6%       8%              3%

        Post Sale % of Total Revenue                              71%                      72%      72%             73%

     MIF (Machines in Field) exclude printers, developing markets & GIS
12
     All revenue measures with the exception of post sale % of total revenue exclude GIS
     Pages includes estimates for developing markets, GIS and printers
Anne Mulcahy
EPS Guidance

Assumptions
     Transaction currency challenges continue
•

     Continued economic pressure
•

     Restructuring savings
•


Guidance

     Q1 2009 $0.16 - $0.20
•

     Full-year 2009, current conditions lead to around $1.00*
•




         * Low end of range. Reflects continuing weak economy and year-end exchange rates
    14
Summary

Majority of revenue, profit and cash from recurring revenue stream

         Effective execution of business model
     •

Effectively implementing restructuring actions

         Delivering incremental expense reductions
     •

Delivering leading industry document technology and services

         Investing in coverage
     •

         Selective acquisitions
     •

Well positioned to lead market growth when economies turn




15
Supplemental Slides
Revenue
                                                                                2008

                                                                 Q4                  Full Year        Adjusted1
                          (in millions)

                          Total Revenue                        $ 4,370                 $ 17,608
                          Growth                                 (10%)                       2%              flat
                          CC* Growth                              (5%)                       1%             (1%)

                          Post Sale                            $ 3,074                 $ 12,929
                          Growth                                  (8%)                       4%               2%
                          CC* Growth                              (3%)                       3%               1%

                          Equipment                            $ 1,296                    $ 4,679
                          Growth                                 (15%)                       (2%)           (5%)
                          CC* Growth                                                         (2%)           (6%)
                                                                 (11%)




     *Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures
17   1Adjusted Full Year 2008: The percentage point impacts reflect the revenue growth YOY after including GIS’

     results from first and second quarters 2007. See slides 23, 24 and 25 for explanation of non-GAAP measures
Color Performance
           Total Color Revenue                                                          Quarterly Color Trends
     $1,843M        $1,731M     Total Revenue (6%)
                                (flat @ CC)
                                                                                                    Q4     Q4     Q4
                                                                                                   2006   2007   2008
     $1,146                     Post Sale (2)%
                     $1,119
                                                                           Color Revenue:
                                (4% @ CC)
                                                                           % of Post Sale           33%    36%    39%
                                                                           % of Equipment           47%    50%    53%
                                Equipment (12%)
      $697            $612                                                 % of Total Revenue       37%    40%    43%
                                (-7% @ CC)

     Q4 2007        Q4 2008
                                                                           Color Pages:
                                Total Revenue 5%
     $6,356M        $6,669M                                                Growth                   36%    34%    23%
                                (4%@ CC)
                                                                           % of Total Pages         10%    14%    18%

                                Post Sale 10%
                     $4,590
     $4,180
                                (8% @ CC)




                                Equipment (4%)
     $2,176          $2,079
                                (-6% @ CC)

                    FY 2008
     FY 2007
     Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures
18
     Color revenue excludes GIS results
     Color pages exclude GIS, developing markets and printers
Production Segment
          Production Revenue                                                          Production Overview – Q4
                                  Total Revenue (13%)
     $1,554M        $1,357M
                                  (-6% @ CC)
                                                                           Color activity growth driven by new
                                                                           products
                                  Post Sale (11%)
      $1,040
                                  (-4% @ CC)
                      $930
                                                                                     Xerox iGen4® Press
                                                                                 •

                                                                                     Xerox 700 digital color press
                                                                                 •
                                  Equipment (17%)                                    Color continuous feed
                                                                                 •
       $514           $427        (-11% @ CC)
                                                                           Color pages continue to grow
     Q4 2007        Q4 2008
                                  Total Revenue (1%)
     $5,315M        $5,237M
                                                                           Q4 Production revenue impacted by lower
                                  (-2% @ CC)
                                                                           developing markets activity
      $3,844                                                                                                                1
                     $3,912       Post Sale 2%
                                                                                                Install Growth
                                  (1% @ CC)
                                                                                                                  Q4 2008       FY 2008
                                                                           Production Monochrome                    (11%)        (6%)
                                  Equipment (10%)
      $1,471         $1,325                                                Production Color                          4%           1%
                                  (-11% @ CC)
                    FY 2008
     FY 2007

19 Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures
   Beginning in 2008, developing markets results are included in the results of the Production, Office and Other segments
   1Install growth includes Xerox-branded product shipments to GIS
Office Segment
                  Office Revenue                                                        Office Overview – Q4
                                    Total Revenue (9%)
     $2,657M           $2,409M
                                                                        Growth in installs of office color MFDs
                                    (-5% @ CC)
                                                                                  Xerox WorkCenter® 7232, 7242 & 7346
                                                                              •
                                                                                  Xerox 700 digital color press
                                    Post Sale (7%)                            •
       $1,729
                        $1,601      (-3% @ CC)
                                                                                  Phaser® 6110 and 6180
                                                                              •

                                                                        Decline in segments 1-2 installs driven by
                                    Equipment (13%)                     lower activity in developing markets
        $928             $808
                                    (-9%@ CC)
                                                                        Post sale slowdown driven by lower channel
      Q4 2007          Q4 2008
                                                                        supplies purchases
     $9,473M           $9,828M       Total Revenue 4%
                                                                                               Install Growth1
                                     (3% @ CC)
                                                                                                                       Q4 2008   FY 2008
                                     Post Sale 4%                       Office B&W Copiers/MFDs                       (18%)       8%
                        $6,723
       $6,443
                                     (3% @ CC)
                                                                         Segments 1-2 (11-30) ppm                     (24%)       8%
                                                                         Segments 3-5 (31-90) ppm2                      3%        8%
                                                                        Office Color MFDs                               9%        24%
                                     Equipment 2%
                        $3,105
       $3,030
                                     (1%@ CC)
                                                                        Color Printers                                  5%        12%
                       FY 2008
      FY 2007
    Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures
20 Beginning in 2008, developing markets results are included in the results of the Production, Office and Other segments
    1Install   growth includes Xerox-branded product shipments to GIS
    2Segments     3-5 (31-90) ppm includes 95 ppm, segment 6 device with an embedded controller
Developing Markets
      Developing Markets Revenue                                                         Developing Markets
                                                                                           Overview – Q4
                                 Total Revenue (14%)
     $631M          $545M

                                                                             Activity slowdown driven by economic
                                                                             environment
      $424                       Post Sale (14%)
                     $365


                                                                             Impact from rapid movement in Q4
      $207                       Equipment (13%)
                     $180
                                                                             exchange rates
    Q4 2007        Q4 2008
                                                                             Lower levels of inventory held by
                                 Total Revenue 8%
    $2,155M        $2,330M
                                                                             distributors

                                                                             Strong Q4 2007 compare
                    $1,615
                                 Post Sale 8%
     $1,497




                     $715
      $658                       Equipment 9%

                    FY 2008
     FY 2007
21 Beginning in 2008, developing markets results are not reported as a separate segment, but are included within the
    results of the Production, Office and Other segments
Appendix
Non-GAAP Financial Measures
“Adjusted Revenue”: To better understand trends in our business, we believe that it is helpful to adjust revenue growth rates to reflect the
impact of the acquisition of GIS on our business. We do this by including GIS’s estimated revenue in our revenue numbers for the
comparable 2007 periods. We refer to this adjusted revenue as “as adjusted” revenue in the reconciliation tables that follow. Management
believes these measures provide investors an additional perspective on revenue trends and the impact to the Company of the acquisition
of GIS that was completed in May 2007. A reconciliation of these non-GAAP financial measures and the most directly comparable
financial measures calculated and presented in accordance with GAAP is set forth on slide 26.

“Constant Currency”: To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of
changes in the translation of foreign currencies into U.S. dollars. We refer to this adjusted revenue as “constant currency.” Currencies for
developing market countries (Latin America, Brazil, Middle East, India, Eurasia and Central-Eastern Europe) that we operate in are
reported at actual exchange rates for both actual and constant revenue growth rates because (1) these countries historically have had
volatile currency and inflationary environments and (2) our subsidiaries in these countries have historically taken pricing actions to
mitigate the impact of inflation and devaluation. Management believes the constant currency measure provides investors an additional
perspective on revenue trends. Currency impact can be determined as the difference between actual growth rates and constant currency
growth rates as reported on the applicable slides.

“Adjusted Gross Margin”: To better understand trends in our business, we believe it is helpful to adjust gross margin for the fourth quarter
and full year 2008 to exclude the effect of charges associated with an equipment write-off. Management believes that excluding the
effect of this charge will enable investors to better understand and analyze the current periods’ results and provide a better basis for
assessing future trends in gross margins because of the discrete nature of the equipment write-off charge. A reconciliation of this non-
GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with GAAP is set
forth on slide 27.

 “Adjusted Operating Income”: To better understand trends in our business, we believe that it is helpful to adjust operating income for
the fourth quarter and full year 2008 to exclude restructuring, asset impairment charges and a equipment write-off charge. Management
believes that excluding the effect of these charges provides investors an additional means of measuring the current period operational
results against the corresponding prior period results because of the discrete nature of these charges and their impact on the current
period. A reconciliation of this non-GAAP financial measure and the most directly comparable financial measure calculated and presented
in accordance with GAAP is set forth on slide 27.

    23
Non-GAAP Financial Measures
 “Adjusted Effective Tax Rate”: To better understand the trends in our business, we believe that it is helpful to adjust the effective tax
rate for the fourth quarter and full year 2008 to exclude: (1) the tax effects of the first quarter 2008 securities-related litigation provision
(full year); (2) the second, third and fourth quarter 2008 restructuring and asset impairment charges (fourth quarter and full year); (3) the
fourth quarter equipment write-off charge (fourth quarter and full year); and (4) the benefit from the settlement of certain previously
unrecognized tax benefits (full year). Management believes that excluding the tax effects of these items will enable investors to better
understand and analyze the current periods’ effective tax rate given the discrete nature of these items in the respective period. A
reconciliation of this non-GAAP financial measure and the most directly comparable financial measure calculated and presented in
accordance with GAAP is set forth on slide 28.

 “Adjusted Net Income and EPS”: To better understand the trends in our business, we believe that it is helpful to adjust diluted earnings
per share and net income for the fourth quarter and full year 2008 to exclude the effect of: (1) the fourth quarter 2008 restructuring and
asset impairment charges (fourth quarter and full year); (2) the fourth quarter 2008 equipment write-off charge (fourth quarter and full
year); and (3) the first quarter 2008 securities-related litigation provision (full year). Management believes that excluding the effects of
these items enables investors to better understand and analyze the current periods’ results and provides a better measure of
comparability given the discrete nature of these charges. A reconciliation of this non-GAAP financial measure and the most directly
comparable financial measure calculated and presented in accordance with GAAP is set forth on slide 29.

“Cash from Core Operations; Core Cash Flow”: To better understand the trends in our business, we believe that it is helpful to adjust cash
flows to exclude the effect of investments made in finance receivables and on-lease equipment. These investments are viewed as income-
producing assets and are important to the growth of our business. Management believes that excluding the effect of investments made
in finance receivables and on-lease equipment provides investors an additional perspective on cash flow from operating activities. A
reconciliation of this non-GAAP financial measure and the most directly comparable financial measure calculated and presented in
accordance with GAAP is set forth on slide 8.




   24
Non-GAAP Financial Measures
“Free Cash Flow”: To better understand the trends in our business, we believe that it is helpful to adjust cash flows from operations to
exclude amounts for certain capital expenditures including internal use software. Management believes this measure provided investors
an additional perspective on cash flow from operations in excess of amounts required for reinvestments. Free Cash Flow provides a
measure of our ability to fund acquisitions, repay debt, pay dividends and repurchase shares. “Free Cash Flow Per Share”: This non-GAAP
measure is calculated by dividing Free Cash Flow by our diluted shares outstanding. Management believes that Free Cash Flow Per Share
enables investors to benchmark and make relative comparisons of our Free Cash Flow generation against other companies in our industry
and market, since it will allow them to measure Free Cash Flow relative to our market capitalization and stock price. Free cash flow per
share is solely used by management as a means to assess the Company’s Free Cash Flow and should not be construed as an amount that
accrues directly to the shareholders benefit. A reconciliation of these non-GAAP financial measures and the most directly comparable
measures calculated and presented in accordance with GAAP are set forth on slide 31.

“Cash from Core Operations; Core Cash Flow” / “Free Cash Flow” / “Free Cash Flow Per Share”: To better understand the trends in our
business, we believe that it is helpful to adjust Cash from Core Operations; Core Cash Flow / Free Cash Flow / Free Cash Flow Per Share
to exclude the fourth quarter 2008 net payments made for the securities-related litigation matters. Management believes that excluding
the effects of these payments helps investors better understand and analyze the current periods’ results given the nature and size of the
payments and their relation to prior period events. A reconciliation of these non-GAAP financial measures and the most directly
comparable measures calculated and presented in accordance with GAAP are set forth on slide 30 and 31.

“Principal Debt Balance”: To better understand our reported debt balances, we believe that it is helpful to analyze the reported debt
balance before carrying value adjustments for the effects of fair value hedge accounting per SFAS No. 133 “Accounting for Derivative
Instruments and Hedging Activities” as well as unamortized premiums and discounts. We refer to this adjusted debt balance as “Principal
Debt” as it effectively represents the principle value of outstanding debt or debt due at maturity, excluding future accretion of interest on
our zero coupon debt. Since it is management’s intention to hold debt to maturity, we believe this balance helps investors better
understand our future cash flow requirements related to debt. A reconciliation of this non-GAAP financial measure and the most directly
comparable measures calculated and presented in accordance with GAAP are set forth on slide 32.

Management believes that these non-GAAP financial measures provide an additional means of analyzing the current periods’ results
against the corresponding prior periods’ results. However, these non-GAAP financial measures should be viewed in addition to, and not as
a substitute for, the Company’s reported results prepared in accordance with GAAP.

   25
Full-Year 2008 Revenue Reconciliation


                                           Year Ended,
                                                                               % Change at
                                          December 31,
                                                                                Constant
                                                                  % Change
      (in millions)                                                             Currency
                                       2008          2007
      Equipment Sales Revenue:
         As Reported                      4,679           4,753        (2%)           (2%)
         As Adjusted                      4,679           4,938        (5%)           (6%)

      Post Sale Revenue:
        As Reported                      12,929          12,475         4%             3%
        As Adjusted                      12,929          12,681         2%             1%

      Total Revenues:
        As Reported                      17,608          17,228         2%             1%
        As Adjusted                      17,608          17,619         flat          (1%)




                            Revenue “As Adjusted” adds GIS‘ results for
                           Q1 and Q2 2007 to our 2007 reported revenue.


26
Adjusted Gross Margin and Operating
Income Reconciliation                           Restructuring &
                                                     Asset        Equipment
                                                 Impairment        Write-off     As Adjusted
                                 As Reported
        Q4 2008:
        (in millions)

        Revenue                  $     4,370                                     $     4,370
        Cost of revenue                2,713                              (39)         2,674
        Gross Profit                   1,657                               39          1,696
         Gross Margin                  37.9%                                           38.8%
        R,D&E                            212                                             212
        SAG                            1,102                                           1,102
        Restructuring                    349             (349)                           -
        Operating Income                  (6)             349              39            382
           Income % of Revenue          -0.1%                                            8.7%

                                                Restructuring &
                                                     Asset        Equipment
                                                 Impairment        Write-off     As Adjusted
                                 As Reported
        FY 2008:
        (in millions)

        Revenue                  $    17,608                                     $    17,608
        Cost of revenue               10,753                              (39)        10,714
        Gross Profit                   6,855                               39          6,894
         Gross Margin                  38.9%                                           39.2%
        R,D&E                            884                                             884
        SAG                            4,534                                           4,534
        Restructuring                    429             (429)                           -
        Operating Income               1,008              429              39          1,476
           Income % of Revenue           5.7%                                            8.4%

27
Adjusted Tax Rate Reconciliation



                                                                            Q4 2008                             FY 2008
                                                                  Pre-tax   Income                   Pre-tax    Income
                                                                  Income     Taxes      Tax Rate     Income      Taxes      Tax Rate
Adjusted Tax Rate
(in millions)


                                                              $        (79) $    (59)      74.7% $       (114) $    (231)     202.6%
As Reported

Adjustments:
 Q2, Q3, Q4 2008 Restructuring and asset impairment charges           349       109                      426        134
 Q4 2008 Equipment write-off                                           39        15                        39        15
 Q1 2008 Provision for litigation matters                                                                795        304
 Tax settlements                                                                                         -           41

                                                              $       309 $      65        21.0% $      1,146   $   263        22.9%
As Adjusted




     28
Adjusted Net Income / EPS Reconciliation



                                                                  Q4 2008                   FY 2008

                                                           Net Income       EPS       Net Income       EPS
     Adjusted Net Income/EPS
     (in millions; except per share amounts)


                                                           $        1$            -   $     230    $     0.26
     As Reported

     Adjustments:
      Q4 2008 Restructuring and asset impairment charges         240          0.27          240          0.27
      Q4 2008 Equipment write-off                                   24        0.03           24          0.03
      Q1 2008 Provision for litigation matters                    -            -            491          0.54

                                                           $     265 $        0.30 $        985    $     1.10
     As Adjusted




29
Adjusted Cash Flow Reconciliation



                                                       Q4 2008    FY 2008
        Adjusted Cash Flow
        (in millions)


        Operating Cash Flow - As Reported              $    185 $     939

          Increase (decrease) in finance receivables        155       (164)
          Increase in equipment on operating leases          89        331

                                                       $    429 $    1,106
        Core Cash Flow

          Payments for securities litigation, net           615       615

                                                       $   1,044 $   1,721
        Core Cash Flow - As Adjusted




30
Adjusted Free Cash Flow / Free Cash Flow
Per Share Reconciliation

                                                                        Q4 2008       FY 2008
        (in millions, except per-share data, shares in thousands)


                                                                    $        185 $         939
        Operating Cash Flow - As Reported

          Payments for securities litigation, net                            615            615
          Capital expenditures                                               (64)          (206)
          Internal use software                                              (27)          (129)

        Adjusted Free Cash Flow (FCF)                               $        709 $        1,219

        Adj. Weighted Average Shares Outstanding                          875,363       895,542

        Adjusted Free Cash Flow Per Share                           $        0.81 $        1.36




31
Principal Debt Balance Reconciliation



                                                                            12/31/2008          9/30/2008        12/31/2007
                 (in millions)


                 Principal debt balance                                             8,201              8,206             7,465
                 Less: Net unamortized discount                                        (6)                 (9)             (13)
                                                          1
                 Add: SFAS No. 133 fair value adjustments                             189                 43                12

                 Total reported debt                                                 8,384             8,240             7,464
                 Less: current maturities and short-term debt                       (1,610)           (1,457)             (525)

                 Total long-term debt                                               6,774              6,783             6,939




     1
      SFAS No. 133 fair value adjustments represent changes in the fair value of hedged debt obligations attributable to
32   movements in benchmark interest rates. SFAS No. 133 requires hedged debt instruments to be reported at an amount equal to
     the sum of their carrying value (principal value plus/minus premiums/discounts) and the SFAS No. 133 fair value adjustment

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Xerox Q4 2008 earnings release

  • 1. Fourth-Quarter 2008 Earnings Presentation Anne Mulcahy Chairman & CEO Ursula Burns President Larry Zimmerman Executive Vice President & CFO January 23, 2009
  • 2. Forward-Looking Statements This presentation contains quot;forward-looking statementsquot; as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to the risk that we will not realize all of the anticipated benefits from our 2007 acquisition of Global Imaging Systems, Inc; the risk that unexpected costs will be incurred; the outcome of litigation and regulatory proceedings to which we may be a party; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; development of new products and services; interest rates and cost of borrowing; our ability to protect our intellectual property rights; our ability to maintain and improve cost efficiency of operations, including actions with respect to the fourth quarter 2008 $240 million after-tax net restructuring and asset impairment charge; changes in foreign currency exchange rates; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which we do business; reliance on third parties for manufacturing of products and provision of services; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008, September 30, 2008 and our 2007 Annual Report filed with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law. 2
  • 4. Business Dynamics Business Environment Deteriorating global economies • Currency impact • Customer cash optimization • Fundamentals MIF, pages and color leverage are positive • Document services value proposition attractive • Strong cash flow • Expanded distribution • Actions Significant cost improvements through restructuring • Intense focus on expense management • Maintain distribution investments • Conservative cash usage • Pricing • 4 MIF (Machines in Field)
  • 5. Fourth-Quarter Overview Adjusted EPS* $0.30 per share • Excludes $0.27 restructuring and $0.03 equipment write-off • Adjusted Net Income* Q4 $265M, FY $985M Total revenue impacted by economic environment; down 10%, 5% CC • Post sale down 8%, 3%CC driven by channel supplies inventory management • Equipment down 15%, 11% CC Gross margin 37.9%, 38.8%* excluding equipment write-off Significantly impacted by transaction currency (dramatic Yen strengthening) • SAG percent of revenue 25.2% Balance sheet and cash flow performance remain strong • Cash from Core Operations* 1 – Q4 $429M; $1.0B adjusted for litigation payments 1 – FY $1.1B; $1.7B adjusted for litigation payments Constant currency (CC): see slides 23, 24 and 25 for explanation of non-GAAP measures 5 *Adjusted EPS, Adjusted Net Income, Adjusted Gross Margin and Cash from Core Operations: see slides 23, 24 and 25 for explanation of non-GAAP measures. 1 Adjusted for net securities litigation payments of $615M
  • 6. Business Metrics Overview Revenue Growth Channel partners reducing inventory levels • (9%) (5%) @ CC Economic slowdown in developing markets • (13%) (6%) @ CC Color demand positive • $2,409M Strong iGen4® activity − $1,357M Launched color CF in North America − Production Office Activity Summary 1 Q4 2008 FY 2008 (6%) flat @ CC Production Monochrome (11%) (6%) Production Color 4% 1% (14%) $1,731M Office B&W Copiers/MFDs (18%) 8% $545M Segments 1-2 (11-30) ppm (24%) 8% Color Developing Segments 3-5 (31-90) ppm2 3% 8% Markets Office Color MFDs 9% 24% Color Printers 5% 12% Constant currency (CC): see slides 23, 24 and 25 for explanation of non-GAAP measures 6 1Install growth includes Xerox-branded product shipments to GIS 2Segments 3-5 (31-90) ppm includes 95 ppm, segment 6 device with an embedded controller
  • 8. Cash Flow (in millions) Q4 2008 FY 2008 Net income $ 1 $ 230 Depreciation and amortization 171 669 Provisions for receivables and inventory 141 314 Provision for litigation, net (21) 781 Payments for securities litigation, net (615) (615) Restructuring and asset impairment charges 349 429 Cash payments for restructurings (39) (131) Contributions to pension benefit plans (28) (299) Net change in A/R and billed portion of F/R 185 57 Net change in inventories 61 (114) Adjusted Cash from Net change in accounts payable and accrued compensation 260 211 Net change in income tax assets and liabilities (114) (416) Core Operations1: Other, net 78 (10) Q4 - $1.0B Cash from Core Operations* $ 429 $ 1,106 Increase in equipment on operating leases (89) (331) FY - $1.7B (Increase) decrease in finance receivables (155) 164 Cash from Operations $ 185 $ 939 CAPEX (incl. internal use software) (91) (335) Acquisitions, net of cash acquired (2) (155) Net change in escrow and other restricted investments 411 8 Other cash from investing (53) 41 Cash from Investing $ 265 $ (441) Net debt payments on secured financings (35) (227) Net cash proceeds on other debt 26 926 Payments to acquire treasury stock, including fees (8) (812) Dividends on common stock (38) (154) Other, net (5) (44) Cash from Financing $ (60) $ (311) Change in cash and cash equivalents 356 130 Ending Cash and Cash Equivalents $ 1,229 $ 1,229 *Cash from Core Operations: see slides 23, 24 and 25 for explanation of non-GAAP measures 8 1Adjusted for net securities litigation payments of $615M
  • 9. Earnings FY 2008 Q4 2008 (in millions, except per share data) Revenue $ 4,370 $ 17,608 Gross Margin 37.9% 38.9% Adjusted Gross Margin1 38.8% 39.2% R,D&E $ 212 $ 884 SAG $ 1,102 $ 4,534 25.2% SAG % of Revenue 25.7% Adjusted Operating Income1 $ 382 $1,476 Adj. Operating Income1 % of Revenue 8.7% 8.4% $ 73 Other, Net $ 1,122 Restructuring $ 349 $ 429 $ 265 Adjusted Net Income1 $ 985 $ 21 Equity Income $ 113 Adjusted Tax Rate1 21.0% 22.9% $ 0.30 Adjusted Diluted EPS1 $ 1.10 After Tax Adjustments $(0.27) $(0.27) Q4 ’08 Restructuring and Asset Impairment $(0.03) $(0.03) Equipment Write-off $(0.54) Provision for Litigation, Net GAAP EPS $ -.----- $ 0.26 1Adjusted Gross Margin, Operating Income, Net Income, Tax Rate and Diluted EPS: see slides 23, 24 and 25 for 9 explanation of non-GAAP measures
  • 10. Use of Cash Balanced Debt Maturities* Debt Ladder FY 2009 1,600 1 Cash Debt 1,200 12/31/08 - Cash / Debt $1.2B $8.2B $ millions 2009 Cash Flow 1.7 800 2009 CAPEX (0.3) 400 2009 Dividend (0.2) 2009 Net Debt Payment (1.6) (1.6) 0 15 016 017 18+ 11 09 12 13 14 10 20 20 20 20 20 20 20 20 12/31/09 - Cash / Debt 2 $0.8B $6.6B 2 15 yr putable notes* Debt repaid 1/15/09 Currency Receivables Provisions and write-off ratios Translation Transaction remain in historical ranges 1.60 170 3.0% (23)% Mvt 1.55 160 Monthly Average Rate 1.50 Write-offs % Revenue 150 1.45 Bad Debt Provision% Revenue 2.0% (15)% Mvt 140 Yen Euro 1.40 130 US$ 1.35 120 1.0% 1.30 US$ to Euro 110 (19)% Mvt 1.25 100 1.20 90 0.0% Jan Dec Dec Mar Jun Sep Dec Mar Jun Sep 2005 2006 2007 2008 ‘07 2008 ‘08 10 *2009 assumes $448M put under private placement in Q3 (final maturity 2022) and 2010 assumes $278M put under private placements (final maturity 2023). 2009 includes 1/15/09 repayment of senior notes of approximately $900M 1 Principal Debt Balance: see slides 23, 24 and 25 for explanation of non-GAAP measures
  • 11. Fourth-Quarter Post Sale Revenue (in millions) Q4 2008 Post Sale at CC* Q4 2007 $3,357 Post Sale $ 3,074 Paper 310 (6) (0.2)% Growth1 (8%) Finance income 198 (10) (0.3)% CC* Growth (3%) Outsourcing 843 (11) (0.3)% Service and rental 1,327 (14) (0.4)% Supplies and other 573 (65) (2.0)% Q4 2008 $3,251 (3.2)% Base annuity relatively flat • Supplies driven by channel distribution inventory management and • cash optimization DMO currency impact (1)pt • 11 *Constant currency (CC): see slides 23, 24 and 25 for explanation of non-GAAP measures 1Actualgrowth - Paper (0.7)%; Finance income (0.7)%; Outsourcing (1.9)%; Service and rental (2.7)%; and Supplies and other (2.4)%
  • 12. Annuity Scorecard 2008 Full-Year Post Sale Leading Indicators Digital Revenue 2% Color Revenue 10% B&W Digital Rev 4% Digital MIF 6% Color MIF 33% B&W Digital MIF 1% Digital Pages 1% Color Pages 24% B&W Digital Pages 3% FY 2005 FY 2006 FY 2007 FY 2008 Color % Revenue 27% 31% 35% 37% Color % of MIF 10% 13% 17% 22% Color % of Pages 7% 9% 12% 18% Services Annuity Growth 1% 6% 8% 3% Post Sale % of Total Revenue 71% 72% 72% 73% MIF (Machines in Field) exclude printers, developing markets & GIS 12 All revenue measures with the exception of post sale % of total revenue exclude GIS Pages includes estimates for developing markets, GIS and printers
  • 14. EPS Guidance Assumptions Transaction currency challenges continue • Continued economic pressure • Restructuring savings • Guidance Q1 2009 $0.16 - $0.20 • Full-year 2009, current conditions lead to around $1.00* • * Low end of range. Reflects continuing weak economy and year-end exchange rates 14
  • 15. Summary Majority of revenue, profit and cash from recurring revenue stream Effective execution of business model • Effectively implementing restructuring actions Delivering incremental expense reductions • Delivering leading industry document technology and services Investing in coverage • Selective acquisitions • Well positioned to lead market growth when economies turn 15
  • 17. Revenue 2008 Q4 Full Year Adjusted1 (in millions) Total Revenue $ 4,370 $ 17,608 Growth (10%) 2% flat CC* Growth (5%) 1% (1%) Post Sale $ 3,074 $ 12,929 Growth (8%) 4% 2% CC* Growth (3%) 3% 1% Equipment $ 1,296 $ 4,679 Growth (15%) (2%) (5%) CC* Growth (2%) (6%) (11%) *Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures 17 1Adjusted Full Year 2008: The percentage point impacts reflect the revenue growth YOY after including GIS’ results from first and second quarters 2007. See slides 23, 24 and 25 for explanation of non-GAAP measures
  • 18. Color Performance Total Color Revenue Quarterly Color Trends $1,843M $1,731M Total Revenue (6%) (flat @ CC) Q4 Q4 Q4 2006 2007 2008 $1,146 Post Sale (2)% $1,119 Color Revenue: (4% @ CC) % of Post Sale 33% 36% 39% % of Equipment 47% 50% 53% Equipment (12%) $697 $612 % of Total Revenue 37% 40% 43% (-7% @ CC) Q4 2007 Q4 2008 Color Pages: Total Revenue 5% $6,356M $6,669M Growth 36% 34% 23% (4%@ CC) % of Total Pages 10% 14% 18% Post Sale 10% $4,590 $4,180 (8% @ CC) Equipment (4%) $2,176 $2,079 (-6% @ CC) FY 2008 FY 2007 Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures 18 Color revenue excludes GIS results Color pages exclude GIS, developing markets and printers
  • 19. Production Segment Production Revenue Production Overview – Q4 Total Revenue (13%) $1,554M $1,357M (-6% @ CC) Color activity growth driven by new products Post Sale (11%) $1,040 (-4% @ CC) $930 Xerox iGen4® Press • Xerox 700 digital color press • Equipment (17%) Color continuous feed • $514 $427 (-11% @ CC) Color pages continue to grow Q4 2007 Q4 2008 Total Revenue (1%) $5,315M $5,237M Q4 Production revenue impacted by lower (-2% @ CC) developing markets activity $3,844 1 $3,912 Post Sale 2% Install Growth (1% @ CC) Q4 2008 FY 2008 Production Monochrome (11%) (6%) Equipment (10%) $1,471 $1,325 Production Color 4% 1% (-11% @ CC) FY 2008 FY 2007 19 Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures Beginning in 2008, developing markets results are included in the results of the Production, Office and Other segments 1Install growth includes Xerox-branded product shipments to GIS
  • 20. Office Segment Office Revenue Office Overview – Q4 Total Revenue (9%) $2,657M $2,409M Growth in installs of office color MFDs (-5% @ CC) Xerox WorkCenter® 7232, 7242 & 7346 • Xerox 700 digital color press Post Sale (7%) • $1,729 $1,601 (-3% @ CC) Phaser® 6110 and 6180 • Decline in segments 1-2 installs driven by Equipment (13%) lower activity in developing markets $928 $808 (-9%@ CC) Post sale slowdown driven by lower channel Q4 2007 Q4 2008 supplies purchases $9,473M $9,828M Total Revenue 4% Install Growth1 (3% @ CC) Q4 2008 FY 2008 Post Sale 4% Office B&W Copiers/MFDs (18%) 8% $6,723 $6,443 (3% @ CC) Segments 1-2 (11-30) ppm (24%) 8% Segments 3-5 (31-90) ppm2 3% 8% Office Color MFDs 9% 24% Equipment 2% $3,105 $3,030 (1%@ CC) Color Printers 5% 12% FY 2008 FY 2007 Constant currency: see slides 23, 24 and 25 for explanation of non-GAAP measures 20 Beginning in 2008, developing markets results are included in the results of the Production, Office and Other segments 1Install growth includes Xerox-branded product shipments to GIS 2Segments 3-5 (31-90) ppm includes 95 ppm, segment 6 device with an embedded controller
  • 21. Developing Markets Developing Markets Revenue Developing Markets Overview – Q4 Total Revenue (14%) $631M $545M Activity slowdown driven by economic environment $424 Post Sale (14%) $365 Impact from rapid movement in Q4 $207 Equipment (13%) $180 exchange rates Q4 2007 Q4 2008 Lower levels of inventory held by Total Revenue 8% $2,155M $2,330M distributors Strong Q4 2007 compare $1,615 Post Sale 8% $1,497 $715 $658 Equipment 9% FY 2008 FY 2007 21 Beginning in 2008, developing markets results are not reported as a separate segment, but are included within the results of the Production, Office and Other segments
  • 23. Non-GAAP Financial Measures “Adjusted Revenue”: To better understand trends in our business, we believe that it is helpful to adjust revenue growth rates to reflect the impact of the acquisition of GIS on our business. We do this by including GIS’s estimated revenue in our revenue numbers for the comparable 2007 periods. We refer to this adjusted revenue as “as adjusted” revenue in the reconciliation tables that follow. Management believes these measures provide investors an additional perspective on revenue trends and the impact to the Company of the acquisition of GIS that was completed in May 2007. A reconciliation of these non-GAAP financial measures and the most directly comparable financial measures calculated and presented in accordance with GAAP is set forth on slide 26. “Constant Currency”: To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of foreign currencies into U.S. dollars. We refer to this adjusted revenue as “constant currency.” Currencies for developing market countries (Latin America, Brazil, Middle East, India, Eurasia and Central-Eastern Europe) that we operate in are reported at actual exchange rates for both actual and constant revenue growth rates because (1) these countries historically have had volatile currency and inflationary environments and (2) our subsidiaries in these countries have historically taken pricing actions to mitigate the impact of inflation and devaluation. Management believes the constant currency measure provides investors an additional perspective on revenue trends. Currency impact can be determined as the difference between actual growth rates and constant currency growth rates as reported on the applicable slides. “Adjusted Gross Margin”: To better understand trends in our business, we believe it is helpful to adjust gross margin for the fourth quarter and full year 2008 to exclude the effect of charges associated with an equipment write-off. Management believes that excluding the effect of this charge will enable investors to better understand and analyze the current periods’ results and provide a better basis for assessing future trends in gross margins because of the discrete nature of the equipment write-off charge. A reconciliation of this non- GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with GAAP is set forth on slide 27. “Adjusted Operating Income”: To better understand trends in our business, we believe that it is helpful to adjust operating income for the fourth quarter and full year 2008 to exclude restructuring, asset impairment charges and a equipment write-off charge. Management believes that excluding the effect of these charges provides investors an additional means of measuring the current period operational results against the corresponding prior period results because of the discrete nature of these charges and their impact on the current period. A reconciliation of this non-GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with GAAP is set forth on slide 27. 23
  • 24. Non-GAAP Financial Measures “Adjusted Effective Tax Rate”: To better understand the trends in our business, we believe that it is helpful to adjust the effective tax rate for the fourth quarter and full year 2008 to exclude: (1) the tax effects of the first quarter 2008 securities-related litigation provision (full year); (2) the second, third and fourth quarter 2008 restructuring and asset impairment charges (fourth quarter and full year); (3) the fourth quarter equipment write-off charge (fourth quarter and full year); and (4) the benefit from the settlement of certain previously unrecognized tax benefits (full year). Management believes that excluding the tax effects of these items will enable investors to better understand and analyze the current periods’ effective tax rate given the discrete nature of these items in the respective period. A reconciliation of this non-GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with GAAP is set forth on slide 28. “Adjusted Net Income and EPS”: To better understand the trends in our business, we believe that it is helpful to adjust diluted earnings per share and net income for the fourth quarter and full year 2008 to exclude the effect of: (1) the fourth quarter 2008 restructuring and asset impairment charges (fourth quarter and full year); (2) the fourth quarter 2008 equipment write-off charge (fourth quarter and full year); and (3) the first quarter 2008 securities-related litigation provision (full year). Management believes that excluding the effects of these items enables investors to better understand and analyze the current periods’ results and provides a better measure of comparability given the discrete nature of these charges. A reconciliation of this non-GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with GAAP is set forth on slide 29. “Cash from Core Operations; Core Cash Flow”: To better understand the trends in our business, we believe that it is helpful to adjust cash flows to exclude the effect of investments made in finance receivables and on-lease equipment. These investments are viewed as income- producing assets and are important to the growth of our business. Management believes that excluding the effect of investments made in finance receivables and on-lease equipment provides investors an additional perspective on cash flow from operating activities. A reconciliation of this non-GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with GAAP is set forth on slide 8. 24
  • 25. Non-GAAP Financial Measures “Free Cash Flow”: To better understand the trends in our business, we believe that it is helpful to adjust cash flows from operations to exclude amounts for certain capital expenditures including internal use software. Management believes this measure provided investors an additional perspective on cash flow from operations in excess of amounts required for reinvestments. Free Cash Flow provides a measure of our ability to fund acquisitions, repay debt, pay dividends and repurchase shares. “Free Cash Flow Per Share”: This non-GAAP measure is calculated by dividing Free Cash Flow by our diluted shares outstanding. Management believes that Free Cash Flow Per Share enables investors to benchmark and make relative comparisons of our Free Cash Flow generation against other companies in our industry and market, since it will allow them to measure Free Cash Flow relative to our market capitalization and stock price. Free cash flow per share is solely used by management as a means to assess the Company’s Free Cash Flow and should not be construed as an amount that accrues directly to the shareholders benefit. A reconciliation of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on slide 31. “Cash from Core Operations; Core Cash Flow” / “Free Cash Flow” / “Free Cash Flow Per Share”: To better understand the trends in our business, we believe that it is helpful to adjust Cash from Core Operations; Core Cash Flow / Free Cash Flow / Free Cash Flow Per Share to exclude the fourth quarter 2008 net payments made for the securities-related litigation matters. Management believes that excluding the effects of these payments helps investors better understand and analyze the current periods’ results given the nature and size of the payments and their relation to prior period events. A reconciliation of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on slide 30 and 31. “Principal Debt Balance”: To better understand our reported debt balances, we believe that it is helpful to analyze the reported debt balance before carrying value adjustments for the effects of fair value hedge accounting per SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” as well as unamortized premiums and discounts. We refer to this adjusted debt balance as “Principal Debt” as it effectively represents the principle value of outstanding debt or debt due at maturity, excluding future accretion of interest on our zero coupon debt. Since it is management’s intention to hold debt to maturity, we believe this balance helps investors better understand our future cash flow requirements related to debt. A reconciliation of this non-GAAP financial measure and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on slide 32. Management believes that these non-GAAP financial measures provide an additional means of analyzing the current periods’ results against the corresponding prior periods’ results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP. 25
  • 26. Full-Year 2008 Revenue Reconciliation Year Ended, % Change at December 31, Constant % Change (in millions) Currency 2008 2007 Equipment Sales Revenue: As Reported 4,679 4,753 (2%) (2%) As Adjusted 4,679 4,938 (5%) (6%) Post Sale Revenue: As Reported 12,929 12,475 4% 3% As Adjusted 12,929 12,681 2% 1% Total Revenues: As Reported 17,608 17,228 2% 1% As Adjusted 17,608 17,619 flat (1%) Revenue “As Adjusted” adds GIS‘ results for Q1 and Q2 2007 to our 2007 reported revenue. 26
  • 27. Adjusted Gross Margin and Operating Income Reconciliation Restructuring & Asset Equipment Impairment Write-off As Adjusted As Reported Q4 2008: (in millions) Revenue $ 4,370 $ 4,370 Cost of revenue 2,713 (39) 2,674 Gross Profit 1,657 39 1,696 Gross Margin 37.9% 38.8% R,D&E 212 212 SAG 1,102 1,102 Restructuring 349 (349) - Operating Income (6) 349 39 382 Income % of Revenue -0.1% 8.7% Restructuring & Asset Equipment Impairment Write-off As Adjusted As Reported FY 2008: (in millions) Revenue $ 17,608 $ 17,608 Cost of revenue 10,753 (39) 10,714 Gross Profit 6,855 39 6,894 Gross Margin 38.9% 39.2% R,D&E 884 884 SAG 4,534 4,534 Restructuring 429 (429) - Operating Income 1,008 429 39 1,476 Income % of Revenue 5.7% 8.4% 27
  • 28. Adjusted Tax Rate Reconciliation Q4 2008 FY 2008 Pre-tax Income Pre-tax Income Income Taxes Tax Rate Income Taxes Tax Rate Adjusted Tax Rate (in millions) $ (79) $ (59) 74.7% $ (114) $ (231) 202.6% As Reported Adjustments: Q2, Q3, Q4 2008 Restructuring and asset impairment charges 349 109 426 134 Q4 2008 Equipment write-off 39 15 39 15 Q1 2008 Provision for litigation matters 795 304 Tax settlements - 41 $ 309 $ 65 21.0% $ 1,146 $ 263 22.9% As Adjusted 28
  • 29. Adjusted Net Income / EPS Reconciliation Q4 2008 FY 2008 Net Income EPS Net Income EPS Adjusted Net Income/EPS (in millions; except per share amounts) $ 1$ - $ 230 $ 0.26 As Reported Adjustments: Q4 2008 Restructuring and asset impairment charges 240 0.27 240 0.27 Q4 2008 Equipment write-off 24 0.03 24 0.03 Q1 2008 Provision for litigation matters - - 491 0.54 $ 265 $ 0.30 $ 985 $ 1.10 As Adjusted 29
  • 30. Adjusted Cash Flow Reconciliation Q4 2008 FY 2008 Adjusted Cash Flow (in millions) Operating Cash Flow - As Reported $ 185 $ 939 Increase (decrease) in finance receivables 155 (164) Increase in equipment on operating leases 89 331 $ 429 $ 1,106 Core Cash Flow Payments for securities litigation, net 615 615 $ 1,044 $ 1,721 Core Cash Flow - As Adjusted 30
  • 31. Adjusted Free Cash Flow / Free Cash Flow Per Share Reconciliation Q4 2008 FY 2008 (in millions, except per-share data, shares in thousands) $ 185 $ 939 Operating Cash Flow - As Reported Payments for securities litigation, net 615 615 Capital expenditures (64) (206) Internal use software (27) (129) Adjusted Free Cash Flow (FCF) $ 709 $ 1,219 Adj. Weighted Average Shares Outstanding 875,363 895,542 Adjusted Free Cash Flow Per Share $ 0.81 $ 1.36 31
  • 32. Principal Debt Balance Reconciliation 12/31/2008 9/30/2008 12/31/2007 (in millions) Principal debt balance 8,201 8,206 7,465 Less: Net unamortized discount (6) (9) (13) 1 Add: SFAS No. 133 fair value adjustments 189 43 12 Total reported debt 8,384 8,240 7,464 Less: current maturities and short-term debt (1,610) (1,457) (525) Total long-term debt 6,774 6,783 6,939 1 SFAS No. 133 fair value adjustments represent changes in the fair value of hedged debt obligations attributable to 32 movements in benchmark interest rates. SFAS No. 133 requires hedged debt instruments to be reported at an amount equal to the sum of their carrying value (principal value plus/minus premiums/discounts) and the SFAS No. 133 fair value adjustment