Item 2.02. Results of Operations and Financial Condition.
On January 28, 2020, Registrant released its fourth quarter 2019 earnings and is
furnishing to the Securities and Exchange Commission ("SEC") a copy of the
earnings press release as Exhibit 99.1 to this Report under Item 2.02 of Form
8-K.
Exhibit 99.1 to this Report contains certain financial measures that are
considered "non-GAAP financial measures" as defined in the SEC rules. Exhibit
99.1 to this Report also contains the reconciliation of these non-GAAP financial
measures to their most directly comparable financial measures calculated and
presented in accordance with generally accepted accounting principles, as well
as the reasons why Registrant's management believes that presentation of the
non-GAAP financial measures provides useful information to investors regarding
Registrant's results of operations and, to the extent material, a statement
disclosing any other additional purposes for which Registrant's management uses
the non-GAAP financial measures.
The information contained in Item 2.02 of this Report and in Exhibit 99.1 to
this Report shall not be deemed "filed" with the Commission for purposes of
Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Registrant's fourth quarter 2019 earnings press release dated January
28, 2020
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Forward-Looking Statements
This filing, and other written or oral statements made from time to time by
management contain "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. The words "anticipate", "believe",
"estimate", "expect", "intend", "will", "should", "targeting", "projecting",
"driving" and similar expressions, as they relate to us, our performance and/or
our technology, are intended to identify forward-looking statements. These
statements reflect management's current beliefs, assumptions and expectations
and are subject to a number of factors that may cause actual results to differ
materially. Such factors include but are not limited to: our ability to address
our business challenges in order to reverse revenue declines, reduce costs and
increase productivity so that we can invest in and grow our business; our
ability to attract and retain key personnel; changes in economic and political
conditions, trade protection measures, licensing requirements and tax laws in
the United States and in the foreign countries in which we do business; the
imposition of new or incremental trade protection measures such as tariffs and
import or export restrictions; changes in foreign currency exchange rates; our
ability to successfully develop new products, technologies and service offerings
and to protect our intellectual property rights; the risk that multi-year
contracts with governmental entities could be terminated prior to the end of the
contract term and that civil or criminal penalties and administrative sanctions
could be imposed on us if we fail to comply with the terms of such contracts and
applicable law; the risk that partners, subcontractors and software vendors will
not perform in a timely, quality manner; actions of competitors and our ability
to promptly and effectively react to changing technologies and customer
expectations; our ability to obtain adequate pricing for our products and
services and to maintain and improve cost efficiency of operations, including
savings from restructuring actions; the risk that confidential and/or
individually identifiable information of ours, our customers, clients and
employees could be inadvertently disclosed or disclosed as a result of a breach
of our security systems due to cyber attacks or other intentional acts; reliance
on third parties, including subcontractors, for manufacturing of products and
provision of services; the exit of the United Kingdom from the European Union;
our ability to manage changes in the printing environment and expand equipment
placements; interest rates, cost of borrowing and access to credit markets;
funding requirements associated with our employee pension and retiree health
benefit plans; the risk that our operations and products may not comply with
applicable worldwide regulatory requirements, particularly environmental
regulations and directives and anti-corruption laws; the outcome of litigation
and regulatory proceedings to which we may be a party; any impacts resulting
from the restructuring of our relationship with Fujifilm Holdings Corporation;
the shared services arrangements entered into by us as part of Project Own It;
the ultimate outcome of any possible transaction between Xerox Holdings
Corporation ("Xerox") and HP Inc. ("HP"), including the possibility that the
parties will not agree to pursue a business combination transaction or that the
terms of any definitive agreement will be materially different from those
proposed; uncertainties as to whether HP will cooperate with Xerox regarding the
proposed transaction; the ultimate result should Xerox determine to commence a
proxy contest for election of directors to HP's board of directors; Xerox's
ability to consummate the proposed transaction with HP; the conditions to the
completion of the proposed transaction, including the receipt of any required
shareholder approvals and any required regulatory approvals; Xerox's ability to
finance the proposed transaction with HP; Xerox's indebtedness, including the
substantial indebtedness Xerox expects to incur in connection with the proposed
transaction with HP and the need to generate sufficient cash flows to service
and repay such debt; the possibility that Xerox may be unable to achieve
expected synergies and operating efficiencies within the expected time-frames or
at all and to successfully integrate HP's operations with those of Xerox; that
such integration may be more difficult, time-consuming or costly than expected;
that operating costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with employees, customers
or suppliers) may be greater than expected following the proposed transaction or
the public announcement of the proposed transaction; the retention of certain
key employees may be difficult; and general economic conditions that are less
favorable than expected. Additional risks that may affect Xerox's operations 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 Xerox
Corporation's 2018 Annual Report on Form 10-K, as well as in Xerox Corporation's
and Xerox Holdings Corporation's Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC. These forward-looking statements speak
only as of the date of this filing or as of the date to which they refer, and
Xerox 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.
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