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Xerox Corporation (XRX)

May 21, 2013 9:00 am ET

Executives

Ursula M. Burns - Chairman and Chief Executive Officer

Don H. Liu - Senior Vice President, General Counsel and Corporate Secretary

Ursula M. Burns

Ladies and gentlemen, I'm Ursula Burns, Chairman and Chief Executive Officer of Xerox Corporation, and I'll chair today's meeting. We're pleased to welcome you to our annual meeting of shareholders.

Before we begin the official business of the meeting, let me introduce to you the members of our Board of Directors, the best Board of Directors in the world, and some key members of our management team who are with us today. So seated directly in front of me, starting at your right or wherever they're seating, are the members of the board, and I'll ask each of them to stand as I introduce them. You can hold your applause until they're all standing up or until they're all introduced. First is Glenn A. Britt. He's the Chairman and Chief Executive Officer of Time Warner Cable. Glenn has been a member of the board since 2004. Richard J. Harrington, the retired President and CEO of the Thomson Corporation. He has been a member of the board since 2004 as well. William Curt Hunter, he's the Dean Emeritus of the Tippie College of Business at the University of Iowa, and Curt has been a member of the board since 2004, [indiscernible] in 2004. Robert J. Keegan is the operating partner of Friedman Fleischer & Lowe. He's retired Chairman, Chief Executive Officer and President of the Goodyear Tire & Rubber Company, and Bob has been a member of the board since 2010. Robert A. McDonald, he's the Chairman, President and CEO of the Procter & Gamble Company, and Bob has been a member of the board since 2005. Charles Prince, he's retired Chairman and Chief Executive Officer of Citigroup and Citigroup, Inc., and Chuck has been a member of the board since 2008. And Ann Reese, the Executive Director of the Center for Adoption Policy Studies and the former Executive Vice President and CFO of ITT, and Ann has been a member of the board since 2003. And Sara Martinez Tucker, Chief Executive Officer of the National Math and Science Initiative, former Undersecretary of Education in the U.S. Department of Education, and Sara has been a member of the board since 2011. And Mary Agnes Wilderotter, the Chairman and CEO of Frontier Communications. Maggie has been a member of the board since 2006.

Members of management who are here with us today are: Lynn Blodgett, who's Executive Vice President and President of Xerox Services; James Firestone, Executive Vice President and President of Corporate Operations; Armando Zagalo de Lima, he's Executive Vice President and President of Xerox Technology; Tom Maddison, he's the Senior Vice President of Human Resources; Ivy McKinney, who's the Vice President, Deputy General Counsel and the Chief Ethics Officer. Seated at the table to my -- on my left is Kathryn Mikells, newly appointed -- Kathryn Mikells, I always change her name. Kathryn Mikells, she's Executive Vice President and our newly appointed CFO. And Don H. Liu, who is the Senior Vice President, General Counsel and Secretary of the Corporation. I'll be calling on him in just a few minutes to take care of some of the preliminary business of the meeting.

And from PricewaterhouseCoopers, the company's independent auditor, I'll ask each of them to stand so you can see them, is Mark Sheeran and Jeremy Budzian.

Finally, please note that we are webcasting the proceedings of this meeting so that shareholders who cannot personally attend the meeting today can listen live or replay the proceedings and also to make sure that we have an accurate record of the proceedings of this meeting.

Now let me turn the meeting over to Don Liu, who will handle some of our preliminary business. Don?

Don H. Liu

Good morning. Greg Veliotis of Computershare has been appointed to act as Inspector of Election at this meeting. He has ascribed his oath of office, and he has submitted his report as follows: there were outstanding on March 25, 2013, the record date for this meeting, 1,227,841,468 shares of common stock. The holders of approximately 1,069,409,511 shares are present at this meeting in person or by proxy or approximately 87.1% of the outstanding shares of common stock. Accordingly, a quorum is present.

During this meeting, Ms. Burns and members of management will make comments that contain forward-looking statements, which, by their nature, address matters that are in the future and are uncertain. Actual financial results may be materially different. Madame Chairman?

Ursula M. Burns

Since we do have a quorum present, I now declare the meeting as legally convened.

Let me start with a brief update of the state of our business and our strategic direction. It's focused on delivering more value for you, shareholders, by building sustainable success of our company.

Before I go into the numbers, let me tell you a bit about today's Xerox, just a little bit biased but I think that we're building something pretty special in this company. Today, Xerox is the world's leading enterprise for business process and document management. That means that we help take some of the work out of work for our customers. Our services and technology and our expertise enable enterprises of any size to simplify the way that work gets done. We think this is important, and our customers also think it's important because it gives them more resources to focus on their real business. That's why we are now processing 900 million insurance claims every single day on behalf of our customers, governments and healthcare companies. That's why we're responding to 1.6 million daily customer support needs on behalf of airlines, telecom, high tech and other businesses. And that's why we're managing the HR benefits for more than 11 million employees on behalf of some of the world's largest employers. And it's even why we're helping companies decrease the use of paper and automate more of their workflow. So we're not quite the Xerox that most of you remember, and that's the message that we're sending to the marketplace.

So let me show you a quick video, one of my favorite videos, that we call Thinking. Can you roll the video?

[Presentation]

Ursula M. Burns

You see here the beginning of it, but it basically sets up our company and the new interactions that we have based on the document technology as our founding place in the markets, but it has expanded around that. I love that ad because it pays tribute to our heritage while showing and showcasing the health of our business and the breadth of our business.

Today, Xerox is pushing and pursuing a $600 billion market. We're winning through a broad set of services and technology, backed by a respected brand, global presence and renowned innovation. And today, Xerox is on a path that's of endless possibilities and endless progress.

Robert F. Kennedy once said, "Progress is a nice word, but change is the motivator." And it's fair to say that Xerox is facing its fair share of change. In 2012, we faced it head on. It was a year of alignment, aligning our costs with our services-focused business model, aligning our investments with key priorities, aligning our diverse portfolio with market opportunities and aligning our operations to address these opportunities.

And here's the summary of what we did in '12: we delivered adjusted earnings per share of $1.03; total revenue for the full year was $22.4 billion; we generated $2.6 billion in cash from operations; we delivered adjusted net income of $1.4 billion; we continued our share repurchase program; and we paid $255 million in dividends; and we continued -- this is the continued sign of our commitment of returning value to you, the shareholders; and we just increased our common stock quarterly dividend by 35%. I believe that these results are evidence of a company that's financially sound, but we know that we can, and I know that we will, do better.

That's why we're focused on 4 key priorities. The first is to manage our Services business for growth. The newest part of our business, we continue to accelerate growth in Services by diversifying our offerings and expanding globally. 55% of our total revenue now comes from Services, and it's growing at a steady pace. In 2012, revenue from Services grew 6%. And in the first quarter of the year, it was up 4%. We signed new contracts during 2012 worth more than $2 billion in annual revenue. And in the first quarter of the year, signings were up 64%. Solid growth, stable margins and great signings, all in the face of a tough, competitive and economic environment.

Second piece of the strategy -- point in the strategy is to maintain our leadership in Document Technology. We are the leaders here. We hold the #1 worldwide revenue market share. It's a point of pride and a focus of our company to remain in that position. We also have our eyes wide open to the trends in the marketplace, which now -- and our Technology business now represent about 40% of our total revenue. Digital applications decreased the needs for printing, especially black-and-white pages. That said, we believe that print will always play a key role in how work gets done, and we're pursuing the sweet spots of profitable opportunity. We know that the areas of growth like color printing, serving small and midsized businesses, expanding in some of the developing economies, and we're focusing on those areas. We are closely aligning our investments, and we're shifting our business model to win more share in these areas. Last year, our Document Technology revenue declined 8%, and we have a slow start to the year. We understand the reasons for this start. We're already seeing significant improvements from products launched earlier this year. And we're maximizing the profitable value that this business brings to the bottom line.

The third point of the strategy is to manage of our business with a focus on operational excellence. This is something that we are very proficient at, and it's an area that we never actually take our eye off of and we never rest. It gives us the financial flexibility to help offset certain pressures on the business, whether it's economic or investment -- needs for investments in other areas. That's why we'll continue restructuring in certain areas like our Document Technology business while investing in innovation, acquisitions and global expansion in other areas.

The fourth and the bottom line for Xerox shareholders is to deliver strong cash flow and return value for you by executing well on the first 3 priorities. By expanding Services, continuing to lead in Document Technology and managing the business very tightly, we can deliver on the fourth. As I mentioned, last year, we generated $2.6 billion in operating cash and purchased $1.1 billion of Xerox shares, paid a dividend of $255 million. We will generate about $2.1 billion to $2.4 billion in operating cash this year. During the year, we plan to repurchase an additional $400 million in shares. And again, as I said earlier, we increased our dividend to you by 35%. Our focus is firmly set on expanding earnings and generating strong cash flow.

I'm confident that today's Xerox is just hitting its stride. We have 140,000 people serving a $600 billion market, with clients in 160 countries, backed by 11,500 patents that power our innovation and differentiate [ph] our Services and Technology business.

And to that end, team Xerox and I are bullish about the future. We know that there will be hurdles today and tomorrow that we have to overcome. We know where we can improve, but we also know that we'll stay focused, will stay impatient with the status quo and will be willing to adopt change as a motivator for progress.

So in summary, this is a good time to keep your eye on Xerox and keep your investments here, and here's why: Services-led growth; profitable leadership in Document Technology; a cash-generating, annuity-based business model; consistent earnings expansion; financial strength to invest in building value for Xerox and building value for you; and an amazing board and leadership team. We thank you for your trust in Xerox, and we work hard every single day to earn it and keep it.

We will now conduct the legal business of the meeting, and we'll, of course, take questions and comments from the floor during the general discussion period, as indicated in the agenda, and I'll engage my team if there's anything that they need to involve -- be involved in as well. I do ask that you please stick to your remarks to the specific proposal that is under consideration so that we can go through the formal business section of the agenda. And if you would like to ask a question, please go to the closest microphone located in the aisle, then please state your name and, if appropriate, the name of the organization that you are representing. And as stated in the rules of order that were on your seat, we ask that you please limit your comments and questions to no more than 3 minutes.

For those shareholders who wish to vote in person, there are ballots available on the table in the back of the room. Please raise your hand if you need a ballot and we will bring one over to you. Does anyone need a ballot? Closed ballots will be completed and will then be collected when we have completed our discussion and proposals and the polls are closed. Don will now present the nominations for the board. Don?

Don H. Liu

On behalf of the Board of Directors, I nominate the following persons named in the proxy statement for election as directors, to hold office for a term of 1 year and until their successors have been elected and have qualified: Glenn A. Britt, Ursula M. Burns, Richard J. Harrington, William Curt Hunter; Robert J. Keegan; Robert A. McDonald; Charles Prince; Ann N. Reese; Sara Martinez Tucker; Mary Agnes Wilderotter.

Ursula M. Burns

Thank you very much, Don. Is there any discussion? Since there are no additional comments, we will proceed. Don, will you please present the proposal regarding ratification of the selection of our independent registered public accounting firm?

Don H. Liu

I move for the adoption of the following resolution: Resolved, that the selection of PricewaterhouseCoopers LLP to act as the company's independent registered public accounting firm for the year 2013 be and hereby is ratified.

Ursula M. Burns

Thank you, Don. Is there any discussion on this proposal? Since there are no additional comments, we will proceed. Don, will you please present the proposal regarding approval of an advisory -- on an advisory basis of the 2012 compensation of our named executive officers?

Don H. Liu

I move for the adoption of the following resolution: Resolved, that the company's shareholders approve on an advisory basis the compensation of the named executive officers as disclosed in the company's proxy statement for the 2013 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the summary compensation table and the other related tables and disclosures.

Ursula M. Burns

Thank you, Don. Is there any discussion? Since there are no additional comments, we will proceed. Don, will you please present the proposal regarding approval of the 2013 amendment and restatement of our 2004 equity compensation plan for nonemployee directors?

Don H. Liu

I move for the adoption of the following resolution: Resolved, that the 2013 amendment and restatement of the company's 2004 equity compensation plan for nonemployee directors be and hereby is approved.

Ursula M. Burns

Thank you, Don. Is there any discussion? Since there are no additional comments, the discussion of the resolutions is now concluded.

Now ladies and gentlemen, the polls are open. Is there -- if there is any shareholder who would like to vote in person, please stand so that we can collect your ballot and make sure that it is counted. Anyone who wants to vote in person? If not, are the -- are all the ballots in?

Don H. Liu

Yes, Madame Chairman.

Ursula M. Burns

I now declare that the polls are closed. The meeting is now open for general discussion. Let me remind you that you should limit your comments and questions to no more than 3 minutes. So we have time for questions. Any questions, please?

Question-and-Answer Session

Frank Abella

I'm Frank Abella from Investment Partners Asset Management. I'm the Chairman. We're recently acquirers of shares of Xerox.

Ursula M. Burns

Thank you for that, Frank.

Frank Abella

And my questions really go to strategic direction. It's wonderful to see Xerox advertising for the first time in many years. That piece that you showed us a little while ago is an eye-opener. It sort of gave me an understanding a little bit more about how the transition to services mean and what it means to the consumers themselves. My comment really goes to the utilization of resources. Great to see the dividend increase. Certainly, in the year start, that makes sense. The share buybacks are something that Wall Street looks to when you find that there are not sufficient number of opportunities for the company itself to find growth. And over years, I have seen Xerox go from a growth company at adoption phase by growth investors to now the value camp where we are. I think that I'd like to see, as a way of restoring confidence in the marketplace, a further degree of collaborations, cooperations and maybe even acquisitions as utilization of that cash resource that you're generating. I think the earnings potential of the company would be accelerated, and we, as shareholders, would benefit from an enthusiastic public that might then put Xerox in a different camp. Could you care to comment?

Ursula M. Burns

Your discussion or the discussion about how we utilize particularly the cash portion of our asset base is one that we have on a continuous basis with the board. So let me explain the strategy that we have. One is to pay a dividend, obviously, and we just increased that by 35%. Second is to buy back shares, and that's another way to add value to investors. We do that for 2 reasons: one is to add value; but the other is when we bought ACS, we actually diluted the company fairly significantly. We want to bring back some of that dilution, so undilute it a bit. And so we purchased about $1 billion, $1.1 billion shares last -- $1.1 billion worth of shares last year. We've slowed that down a bit this year to about 400 -- at a minimum, $400 million to bring it more in line because we have taken down the share count. The other 2 things that we do, though, is we actually spend somewhere between $300 million and $500 million on acquisitions. So we are on the path that you are speaking about very particularly, so expand the company by acquiring in a tuck-in way, capability expansion, geographical expansion or revenue growth, buying revenue growth. That's the third thing that we do. And the fourth thing is to actually invest in technology to make sure that we can expand that business as well. So 2 financially focused and 2 operationally focused, on acquisitions and technology investments. So I think that we actually can cover all 4 bases and are doing that as well.

Frank Abella

I'm a great believer in balance of diversification. And so to the degree that you just expressed, the utilization across the board, I think that Wall Street's attention to the company would be better focused, and in fact, there were certain efforts, in a tuck-in sense, where you were aggressive to going out to the marketplace to try and find collaborative partners or acquisition opportunities, and I just speak my mind on that sense.

Ursula M. Burns

That's very good. And by the way, if I can just add a point to that, we have been very clear to the market, both sellers of potential companies but also to investors, that we have focus areas. One of them -- one of the most exciting areas for us is health care. We have a $2 billion business already in Services and want to grow that through acquisitions in a continued focus and move forward. So I couldn't agree more with you. And we actually are trying to telegraph that very specifically -- more than telegraph, but we actually say it. Any other questions? Yes?

Unknown Shareholder

My name is Jack Schwartz [ph]. I am a long-term shareholder. I'm sorry, I was late. I thought the meeting was at 10, so I humbly apologize about that. I have a question about -- I assume all the people that were nominated to be on the board will be elected? I assume.

Ursula M. Burns

Absolutely.

Unknown Shareholder

Okay, and that's fine. My question has to do with one of the people that was just reelected, Mary Agnes Wilderotter, who is also the President or CEO or Chairman of Frontier Communications, correct? Okay. The problem that I have is I'm a former Frontier Communications stockholder, and it seems to me that with Xerox, we want our people to concentrate 100% on Xerox. We're paying her close to 100 -- to almost $200,000 -- yes, over $200,000. It seems to me that she should be concentrating on Xerox and not being -- not splitting her time between Xerox and another company, number one. Number two, as the Frontier -- as the leader of Frontier Communications, in my opinion, she performed a relatively poor job. The stock has collapsed from approximately 12 in the last 3 years down to 3.50, and she cut the dividend twice. And I would prefer that we get people that when they say something publicly, as in her case, she said she was going to maintain the dividend, the cash flow was there to maintain it, and then a couple months later, she changed her mind and then she cut it, that we get people that, a, when they say something, they keep their word, which she didn't; and number two, that she's running a company that's doing well, it's not; and then three, that she concentrates on this company if we're paying her. Or if not, does the -- do you -- as the head of the board and the company, do have a policy that if people that are on the board, they only can be on one board, ours, rather than splitting their time? That's my question or questions really.

Ursula M. Burns

So we don't have a policy that says that people who serve on our board should spend 100% of their time on our board. Most of them have other responsibilities, and we actually cherish those other responsibilities. They bring value to them, their better service on Xerox. Maggie has been on our board since 2006. We -- she has served us extremely well. She's the head of our finance committee and is a stellar director.

Unknown Shareholder

Okay. I understand. Okay. Can I ask another question?

Ursula M. Burns

Sure. Just one more.

Unknown Shareholder

Okay, just a quick one. I'm just curious, it's public information, I don't use computers or cell phones or anything like that. I block my entire family to various forms of cancer, so I do things in a very old-fashioned way. This is -- what I'm going to ask is public information on a 4F or 4G or something like that. Have any of these wonderful people that just got reelected to the board, have any of them bought or sold, hopefully bought, Xerox stock in the last 12 months. If they bought it significantly with their own money, not exercising options but market prices, I'm considering it a bullish act. But if they sold stock, I would be a little bit nervous, and it is public information. So could you give me like an overview since this has already been on some website, whether they bought or sold, please?

Ursula M. Burns

None of our directors have sold stock in the last 12 months, definitely.

Unknown Shareholder

Right. Well, there you go.

Ursula M. Burns

So none of the independent directors have sold stock in the last 12 months. I don't know if any of them have bought stock. I don't think any of them have bought stock. Any other questions? Yes, Hector?

Hector J. Motroni

Madame Chairman, another question or comment, as I have done in the past years. My name is Hector Motroni, and I'm a retiree from Xerox. I've been retired for 5 years, and I've worked for Xerox for 37 years. And my comment is, as I have done in the past, to thank you, thank your management team and thank the board for taking Xerox through these very difficult 5 years, which, luckily, I've been retired, and also not just taking the company through those 5 years but positioning it for growth in the future. When I was at Xerox, I think I had a very good view of its strengths and its weaknesses. I think you've maximized the strengths of the company over this period of time and minimized its weaknesses. So my thank you to you and to the board and to the management team. Thank you very much.

Ursula M. Burns

Welcome, Hector. Thank you. Please?

Unknown Attendee

Good morning, Madame Chair, and certainly to your wonderful of Board of Directors and shareholders assembled here. For those of you who don't know me, actually, Hector and I have become a dynamic duo. I am a former Xerox employee for over 23 years, and I have been in this board meeting in at least the last 10 years. And I, too, just want to, Madame chair, add my kudos to the great job that you and your leadership team are doing. I did vote for all of you, and I certainly appreciate the Xerox Foundation, having been, again, an employee over 20-some odd years working with the Xerox community involvement program and various other capacities at Xerox. I do recognize that Joe Cahalan, your former President, has moved on, and certainly, the foundation continues to do a great job. My particular area of interest is Stem, and certainly, you're a great role model as it relates to Stem. And I'm wondering if you might comment on the foundation's direction at this point and, specifically, if you might comment on the area of Stem, which, again, is so critical to a technology company like Xerox and so many others. Thank you.

Ursula M. Burns

You're welcome, and I will comment. Joe Cahalan, as you noted, retired a couple of months ago, and we've replaced him aptly with Mark Conlin, and you can engage with Mark as you have engaged with Joe in the past. And our foundation has a broad reach. The vast majority of the focus is on Stem, but we also invest in the arts and community restoration and health care -- in health and health care, large focus on Stem. And as you know -- probably, as you know, Stem is a critical set of skills that the United States needs, and actually, more than just the United States, but the United States needs here. And we're doing a particularly poor job in preparing our students to be able to be engaged in those fields. And so Xerox's investments from a foundation standpoint and our employees' time, which is the second -- which is the match, with regard to Stem, is to work at the local level, in schools. So we engaged with students. We sponsor first teams, for example, National Academy Foundation of Engineering, we reach all across the United States and internationally as well in Stem. We do that in -- for -- not for publicity but primarily to have access to great employees at some point in the future, who can help us solve some of these great problems that we have or address some of these opportunities that we have. So a major focus on Stem, as I said. The foundation is -- has been committed to it and will remain on a go-forward basis there, but it's not only limited to that. So we keep our ears up and participate in our community in many, many different ways. Any other questions? Yes? One more.

Unknown Attendee

[indiscernible] quite a bit, and I was wondering -- you might have already mentioned it, I apologize. Could you just -- since I missed, what would be the reason and what steps you've taken to bring it up to what it's been in the past, please?

Ursula M. Burns

Right. So the biggest driver of operating margin movement in our company is the addition of Services -- the addition of our Services business. And the growth of that business will -- it makes [ph] our operating margins down, especially in the beginning as we had actually started to invest and grow contracts, which we have. Our revenue in that business grew 6% last year, 4% in the first quarter. And as you start up those contracts, often those contracts start out less profitable than in the longer term. And as we continue to grow that business, we're going to work really hard to manage their operating margins in a tight range of about 10% to 12%.

Unknown Attendee

That would be great. Thank you very much.

Ursula M. Burns

You're welcome. Any other questions? Thank you. Are all the ballots in?

Don H. Liu

Yes.

Ursula M. Burns

I now declare the polls closed, and the meeting is now open for the general discussion period, which we've just done 3 minutes. So Don, will you please present the report of the Inspector of Elections?

Don H. Liu

Sure. So the Inspector of Election has presented his preliminary report to me, and he has determined that for the election of directors, each of the director nominees received at least 86% of the votes cast at this meeting for his or her election. That satisfies the majority vote requirement for the election of each of these directors. For ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year 2013, 98.7% of the votes cast for the ratification of the selection of PricewaterhouseCoopers. For approval on an advisory basis of the 2012 compensation of our named executive officers, 96.4% of the votes cast for the approval of the 2012 compensation of our named executive officers. Finally, for approval of the 2013 amendment and restatement of the company's 2004 equity compensation plan for nonemployee directors, 92.1% of the votes cast for approval of the amendment.

Ursula M. Burns

Thank you, Don. Having received the report of the Inspector of Elections, I declare that all the directors nominated by the board have been elected; the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2013 has been ratified; the 2012 compensation of our named executive officers has been approved; and the 2013 amendment and restatement of the company's 2004 equity compensation plan for nonemployee directors has been approved.

There being no further business to come before the meeting, the meeting is adjourned. Thank you very much for being with us.

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