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X ero x to C o m b in e w ith F u ji X ero x In tro d u cin g a g lo b al lead er in in n o v ativ e p rin t tech n o lo g ies an d in tellig en t w o rk so lu tio n s Jan u ary 3 1 , 2 0 1 8 E x h ib it 1

A d d itio n al In fo rm atio n an d Wh ere to F in d It T h is release m ay b e d eem ed to b e so licitatio n m aterial in resp ect o f th e tran sactio n s w ith F U JIF IL M H o ld in g s C o rp o ratio n (“F u jifilm ”) d escrib ed h erein (th e “T ran sactio n s”) an d /o r th e m atters to b e co n sid ered at th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g o f S h areh o ld ers. In co n n ectio n w ith th e T ran sactio n s an d th e 2 0 1 8 A n n u al Meetin g , X ero x p lan s to file w ith th e S ecu rities an d E x ch an g e C o m m issio n (“S E C ”) an d fu rn ish to X ero x ’s sh areh o ld ers o n e o r m o re p ro x y statem en ts an d o th er relev an t d o cu m en ts. B E F O R E MA K IN G A N Y V O T IN G D E C IS IO N , X E R O X ’S S H A R E H O L D E R S A R E U R G E D T O R E A D T H E P R O X Y S T A T E ME N T (S ) IN T H E IR E N T IR E T Y WH E N T H E Y B E C O ME A V A IL A B L E A N D A N Y O T H E R D O C U ME N T S T O B E F IL E D WIT H T H E S E C IN C O N N E C T IO N WIT H T H E T R A N S A C T IO N S A N D /O R T H E C O MP A N Y ’S 2 0 1 8 A N N U A L ME E T IN G O R IN C O R P O R A T E D B Y R E F E R E N C E IN T H E P R O X Y S T A T E ME N T S B E C A U S E T H E Y WIL L C O N T A IN IMP O R T A N T IN F O R MA T IO N A B O U T T H E T R A N S A C T IO N S A N D /O R T H E C O MP A N Y ’S 2 0 1 8 A N N U A L ME E T IN G A N D T H E P A R T IE S R E L A T E D T H E R E T O . X ero x ’s sh areh o ld ers w ill b e ab le to o b tain a free co p y o f d o cu m en ts filed w ith th e S E C at th e S E C ’s w eb site at h ttp ://w w w .sec.g o v . In ad d itio n , X ero x ’s sh areh o ld ers m ay o b tain a free co p y o f X ero x ’s filin g s w ith th e S E C fro m X ero x ’s w eb site at h ttp ://w w w .x ero x .co m u n d er th e h ead in g “In v esto r R elatio n s” an d th en u n d er th e h ead in g “S E C F ilin g s.” P articip an ts in th e S o licitatio n T h e d irecto rs, ex ecu tiv e o fficers an d certain o th er m em b ers o f m an ag em en t an d em p lo y ees o f X ero x m ay b e d eem ed “p articip an ts” in th e so licitatio n o f p ro x ies fro m sh areh o ld ers o f X ero x in fav o r o f th e T ran sactio n s o r in co n n ectio n w ith th e m atters to b e co n sid ered at th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g . In fo rm atio n reg ard in g th e p erso n s w h o m ay , u n d er th e ru les o f th e S E C , b e co n sid ered p articip an ts in th e so licitatio n o f th e sh areh o ld ers o f X ero x inco n n ectio n w ith th e T ran sactio n s o r th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g w ill b e set fo rth in th e ap p licab le p ro x y statem en t an d o th er relev an t d o cu m en ts to b e filed w ith th e S E C . Y o u can fin d in fo rm atio n ab o u t X ero x ’s ex ecu tiv e o fficers an d d irecto rs in X ero x ’s A n n u al R ep o rt o n F o rm 1 0 -K fo r th e fiscal y ear en d ed D ecem b er 3 1 , 2 0 1 6 , X ero x ’s an d su ch p erso n s’ o th er filin g s w ith th e S E C an d in X ero x ’s d efin itiv e p ro x y statem en t filed w ith th e S E C o n S ch ed u le 1 4 A . F o rw ard -L o o k in g S tatem en ts T h is release, an d o th er w ritten o r o ral statem en ts m ad e fro m tim e to tim e b y m an ag em en t co n tain “fo rw ard -lo o k in g statem en ts” as d efin ed in th e P riv ate S ecu rities L itig atio n R efo rm A ct o f 1 9 9 5 . T h e w o rd s “an ticip ate”, “b eliev e”, “estim ate”, “ex p ect”, “in ten d ”, “w ill”, “sh o u ld ” an d sim ilar ex p ressio n s, as th ey relate to u s, are in ten d ed to id en tify fo rw ard -lo o k in g statem en ts. T h ese statem en ts reflect m an ag em en t’s cu rren t b eliefs, assu m p tio n s an d ex p ectatio n s an d are su b ject to a n u m b er o f facto rs th at m ay cau se actu al resu lts to d iffer m aterially . S u ch facto rs in clu d e b u t are n o t lim ited to : o u r ab ility to ad d ress o u r b u sin ess ch allen g es in o rd er to rev erse rev en u e d eclin es, red u ce co sts an d in crease p ro d u ctiv ity so th at w e can in v est in an d g ro w o u r b u sin ess; ch an g es in eco n o m ic an d p o litical co n d itio n s, trad e p ro tectio n m easu res, licen sin g req u irem en ts an d tax law s in th e U n ited S tates an d in th e fo reig n co u n tries in w h ich w e d o b u sin ess; ch an g es in fo reig n cu rren cy ex ch an g e rates; o u r ab ility to su ccessfu lly d ev elo p n ew p ro d u cts, tech n o lo g ies an d serv ice o fferin g s an d to p ro tect o u r in tellectu al p ro p erty rig h ts; th e risk th at m u lti-y ear co n tracts w ith g o v ern m en tal en tities co u ld b e term in ated p rio r to th e en d o f th e co n tract term an d th at civ il o r crim in al p en alties an d ad m in istrativ e san ctio n s co u ld b e im p o sed o n u s if w e fail to co m p ly w ith th e term s o f su ch co n tracts an d ap p licab le law ; th e risk th at p artn ers, su b co n tracto rs an d so ftw are v en d o rs w ill n o t p erfo rm in a tim ely , q u ality m an n er; actio n s o f co m p etito rs an d o u r ab ility to p ro m p tly an d effectiv ely react to ch an g in g tech n o lo g ies an d cu sto m er ex p ectatio n s; o u r ab ility to o b tain ad eq u ate p ricin g fo r o u r p ro d u cts an d serv ices an d to m ain tain an d im p ro v e co st efficien cy o f o p eratio n s, in clu d in g sav in g s fro m restru ctu rin g actio n s; th e risk th at in d iv id u ally id en tifiab le in fo rm atio n o f cu sto m ers, clien ts an d em p lo y ees co u ld b e in ad v erten tly d isclo sed o r d isclo sed as a resu lt o f a b reach o f o u r secu rity sy stem s; relian ce o n th ird p arties, in clu d in g su b co n tracto rs, fo r m an u factu rin g o f p ro d u cts an d p ro v isio n o f serv ices; o u r ab ility tom an ag e ch an g es in th e p rin tin g en v iro n m en t an d ex p an d eq u ip m en t p lacem en ts; in terest rates, co st o f b o rro w in g an d access to cred it m ark ets; S afe H arb o r

S afe H arb o r (co n t’d ) F o rw ard -L o o k in g S tatem en ts (co n t’d ) fu n d in g req u irem en ts asso ciated w ith o u r em p lo y ee p en sio n an d retiree h ealth b en efit p lan s; th e risk th at o u r o p eratio n s an d p ro d u cts m ay n o t co m p ly w ith ap p licab le w o rld w id e reg u lato ry req u irem en ts, p articu larly en v iro n m en tal reg u latio n s an d d irectiv es an d an ti-co rru p tio n law s; th e o u tco m e o f litig atio n an d reg u lato ry p ro ceed in g s to w h ich w e m ay b e a p arty ; th e risk th at w e d o n o t realize all o f th e ex p ected strateg ic an d fin an cial b en efits fro m th e sep aratio n an d sp in -o ff o f o u r B u sin ess P ro cess O u tso u rcin g b u sin ess; th e effects o n o u r b u sin ess resu ltin g fro m actio n s o f activ ist sh areh o ld ers; an d o th er facto rs th at are set fo rth in th e “R isk F acto rs” sectio n , th e “L eg al P ro ceed in g s” sectio n , th e “Man ag em en t’s D iscu ssio n an d A n aly sis o f F in an cial C o n d itio n an d R esu lts o f O p eratio n s” sectio n an d o th er sectio n s o f o u r Q u arterly R ep o rts o n F o rm 1 0 -Q fo r th e q u arters en d ed March 3 1 , 2 0 1 7 , Ju n e 3 0 , 2 0 1 7 an d S ep tem b er 3 0 , 2 0 1 7 an d o u r 2 0 1 6 A n n u al R ep o rt o n F o rm 1 0 -K , as w ell as o u r C u rren t R ep o rts o n F o rm 8 -K filed w ith th e S E C . F u rth erm o re, th e actu al resu lts o f th e T ran sactio n s co u ld v ary m aterially as a resu lt o f a n u m b er o f facto rs, in clu d in g , b u t n o t lim ited to : (i) th e risk th at th e tran sactio n s m ay n o t b e co m p leted in a tim ely m an n er o r at all, w h ich m ay ad v ersely affect X ero x ’s b u sin ess an d th e p rice o f X ero x ’s co m m o n sto ck , (ii) th e failu re to satisfy th e co n d itio n s to th e co n su m m atio n o f th e tran sactio n s, in clu d in g th e receip t o f certain ap p ro v als fro m X ero x ’s sh areh o ld ers an d certain g o v ern m en tal an d reg u lato ry ap p ro v als, (iii) th e p arties m ay b e u n ab le to ach iev e ex p ected sy n erg ies an d o p eratin g efficien cies in th e tran sactio n s w ith in th e ex p ected tim e fram es o r at all, (iv ) th e tran sactio n s m ay n o t resu lt in th e accretio n to X ero x ’s earn in g s o r o th er b en efits, (v ) th e o ccu rren ce o f an y ev en t, ch an g e o r o th er circu m stan ce th at co u ld g iv e rise to th e term in atio n o f th e tran sactio n ag reem en ts, (v i) th e effect o f th e an n o u n cem en t o r p en d en cy o f th e tran sactio n s o n X ero x ’s an d /o r F u jifilm b u sin ess relatio n sh ip s, o p eratin g resu lts, an d b u sin ess g en erally , risk s related to th e p ro p o sed tran sactio n s d isru p tin g X ero x ’s cu rren t p lan s an d o p eratio n s an d p o ten tial d ifficu lties in X ero x ’s em p lo y ee reten tio n as a resu lt o f th e tran sactio n s, (v ii) risk s related to d iv ertin g m an ag em en t's atten tio n fro m X ero x ’s o n g o in g b u sin ess o p eratio n s, (v iii) th e o u tco m e o f an y leg al p ro ceed in g s th at m ay b e in stitu ted ag ain st X ero x , its o fficers o r d irecto rs related to th e tran sactio n ag reem en ts o r th e tran sactio n s an d (ix ) th e p o ssib ility th at co m p etin g o ffers o racq u isitio n p ro p o sals fo r X ero x w ill b e m ad e. X ero x assu m es n o o b lig atio n to u p d ate an y fo rw ard -lo o k in g statem en ts as a resu lt o f n ew in fo rm atio n o r fu tu re ev en ts o r d ev elo p m en ts, ex cep t as req u ired b y law . F u ji X ero x C o ., L td . (“F u ji X ero x ”) is a jo in t v en tu re b etw een X ero x C o rp o ratio n an d F u jifilm in w h ich X ero x h o ld s a n o n co n tro llin g 2 5 % eq u ity in terest an d F u jifilm h o ld s th e rem ain in g eq u ity in terest. In A p ril 2 0 1 7 , F u jifilm fo rm ed an in d ep en d en t in v estig atio n co m m ittee (“IIC ”) to p rim arily co n d u ct a rev iew o f th e ap p ro p riaten ess o f th e acco u n tin g p ractices at F u ji X ero x ’s N ew Z ealan d su b sid iary an d at o th er su b sid iaries. T h e IIC co m p leted its rev iew d u rin g th e seco n d q u arter 2 0 1 7 an d id en tified ag g reg ate ad ju stm en ts to F u ji X ero x ’s fin an cial statem en ts o f ap p ro x im ately JP Y 4 0 b illio n (ap p ro x im ately $ 3 6 0 m illio n ) p rim arily related to m isstatem en ts at F u ji X ero x ’s N ew Z ealan d an d A u stralian su b sid iaries. We d eterm in ed th at o u r sh are o f th e to tal ad ju stm en ts id en tified as p art o f th e in v estig atio n w as ap p ro x im ately $ 9 0 m illio n an d im p acted o u r fiscal y ears 2 0 0 9 th ro u g h 2 0 1 7 . We co n clu d ed th at w e sh o u ld rev ise o u r p rev io u sly issu ed an n u al an d in terim co n so lid ated fin an cial statem en ts fo r 2 0 1 4 , 2 0 1 5 an d 2 0 1 6 an d th e first q u arter o f 2 0 1 7 th e n ex t tim e th ey are filed . O u r rev iew o f th is m atter h as b een co m p leted . H o w ev er, F u jifilm an d F u ji X ero x co n tin u e to rev iew F u jifilm ’s o v ersig h t an d g o v ern an ce o f F u ji X ero x as w ell as F u ji X ero x ’s o v ersig h t an d g o v ern an ce o v er its b u sin esses in lig h t o f th e fin d in g s o f th e IIC . A t th is tim e, w e can p ro v id e n o assu ran ces relativ e to th e o u tco m e o f an y p o ten tial g o v ern m en tal in v estig atio n s o r an y co n seq u en ces th ereo f th at m ay h ap p en as a resu lt o f th is m atter.

Wh at We A re A n n o u n cin g T o d ay S tro n g Q 4 X ero x resu lts w ith sig n ifican t im p ro v em en t acro ss all k ey m etrics, p ro v id in g p o sitiv e m o m en tu m en terin g 2 0 1 8 X ero x an d F u ji X ero x to co m b in e, creatin g a g lo b al lead er in in n o v ativ e p rin t tech n o lo g ies an d in tellig en t w o rk so lu tio n s

X ero x Q 4 an d F Y 1 7 R esu lts

A d ju sted 1 E P S an d n et in co m e ex p an d y ear-o v er-y ear E q u ip m en t tu rn s to g ro w th w ith in creasin g d em an d fo r n ew p ro d u cts; strateg ic g ro w th areas u p 5 % in C C 1 A ch iev ed o p eratin g m arg in g ain s w h ile su p p o rtin g fu tu re rev en u e in itiativ es C o n tin u ed stro n g ad ju sted 1 o p eratin g cash flo w , at h ig h er en d o f g u id an ce ran g e S tro n g F o u rth -Q u arter R esu lts Im p ro v em en t acro ss all k ey m etrics; p o sitio n s u s w ell en terin g 2 0 1 8 R ev en u e o f $ 2 .7 B , u p 0 .5 % o r d o w n 2 .0 % C C 1 E q u ip m en t u p 4 .3 % o r 1 .5 % C C 1 P o st sale d o w n 0 .7 % o r 3 .1 % C C 1 R ev en u e (C C 1 ) (5 .0 )% (2 .0 )% A d j.1 o p eratin g m arg in : 1 4 .4 % , u p 2 0 b p s Y O Y A d ju sted 1 O p eratin g Marg in 1 4 .2 % 1 4 .4 % G A A P L o ss : ($ 0 .7 8 ), d o w n $ 1 .4 8 d u e to $ 4 0 0 M tax ch arg e2 A d j.1 E P S : $ 1 .0 4 , u p 4 cen ts A d ju sted 1 E P S $ $ 1 .0 0 $ 1 .0 4 N o te: A ll n u m erical co m p ariso n s sh o w n ab o v e are o n a y ear-o v er-y ear b asis. C o n stan t C u rren cy (C C ), A d ju sted O p eratin g Marg in , A d ju sted E P S an d N et In co m e, A d ju sted O p eratin g C ash F lo w : see N o n -G A A P F in an cial Measu res. Q 4 2 0 1 7 G A A P L o ss p er sh are fro m co n tin u in g o p eratio n s in clu d es estim ated n o n -cash ch arg e o f $ 4 0 0 M asso ciated w ith th e en actm en t o f th e U .S . T ax A ct in D ecem b er 2 0 1 7 .

D eliv erin g o n O u r 2 0 1 7 C o m m itm en ts N ew X ero x X ero x + F u ji X ero x C o m b in atio n Y ear 2 S trateg ic T ran sfo rm atio n sav in g s o f $ 6 8 0 M ex ceed ed fu ll-y ear targ et E n ab led in v estm en t in th e b u sin ess an d o ffset F Y tran sactio n cu rren cy h ead w in d s o f ~ $ 7 5 M O v erach iev ed o n C o st T ran sfo rm atio n D ro v e R ev en u e T o w ard G ro w th Mark ets R ed u ced d eb t b y $ 8 0 0 M C o n trib u ted $ 8 3 6 M to p en sio n , sig n ifican tly red u cin g u n d erfu n d ed g ap E lim in ated A /R sales p ro g ram s, d riv in g fu tu re sav in g s an d sim p lify in g o p eratio n s O p tim ized C ap ital S tru ctu re X ero x F u ji X ero x S u ccessfu l lau n ch o f 2 9 n ew w o rk p lace d ev ices 6 5 n ew d ealer p artn ers sig n ed S trateg ic g ro w th areas p ro v id in g 4 0 % o f rev en u e an d u p 1 % C C 1 F Y (u p 5 % C C 1 in Q 4 ) P resen ted co m p reh en siv e strateg y at D ecem b er 2 0 1 6 In v esto r D ay N ew X ero x lau n ch ed Jan u ary 1 , 2 0 1 7 w ith p o sitiv e m ark et recep tio n Well P o sitio n ed E n terin g 2 0 1 8 2 0 1 7 P ro g ress P ro v id es S tro n g F o u n d atio n B u ild in g o n 2 0 1 7 p ro g ress, w e w ill co n tin u e to ex ecu te o n o u r strateg y w ith fo cu s o n d eliv erin g o n o u r 2 0 1 8 co m m itm en ts R ev en u e: d o w n 4 .7 % in -lin e w ith d o w n m id -sin g le d ig its at C C 1 A d j1 O p eratin g Marg in : 1 2 .8 % , u p 3 0 b p s w ith in 1 2 .5 -1 3 .5 % ran g e A d j1 E P S : $ 3 .4 8 ab o v e $ 3 .2 8 -$ 3 .4 4 ran g e A d j1 O p eratin g C ash F lo w : $ 9 7 2 M at h ig h en d o f $ 8 0 0 M-$ 1 B ran g e A ch iev ed F Y 2 0 1 7 G u id an ce N o te: A ll n u m erical co m p ariso n s sh o w n ab o v e are o n a y ear-o v er-y ear b asis. C o n stan t C u rren cy (C C ), A d ju sted O p eratin g Marg in , A d ju sted E P S , an d A d ju sted O p eratin g C ash F lo w fro m C o n tin u in g O p eratio n s: see N o n -G A A P F in an cial Measu res.

O v erach iev in g o n S trateg ic T ran sfo rm atio n MP S = Man ag ed P rin t S erv ices. S o u rces o f P ro d u ctiv ity an d C o st S av in g s C u m u lativ e G ro ss P ro d u ctiv ity & C o st S av in g s 1 3 % 2 0 % 2 0 % 1 7 % 3 0 % $ 1 ,7 0 0 M+ $ 1 ,5 0 0 M $ 1 ,1 0 0 M $ 5 0 0 M O rig in al T arg et S u p p ly C h ain & P ro cu rem en t D eliv ery C o st o f P ro d u ctio n S ales & C o n tractin g G & A In teg rated su p p ly ch ain P ro cu rem en t MP S (1 ) d eliv ery T ech n ical serv ice R em o te co n n ectiv ity Man u factu rin g R D & E an d d esig n efficien cy S ales p ro d u ctiv ity P ricin g to o ls R eal estate IT F in an ce Man ag em en t stru ctu re F acilities D eliv ery C o st o f P ro d u ctio n S ales & C o n tractin g G & A S u p p ly C h ain & P ro cu rem en t ~ $ 5 5 0 M ~ $ 1 ,2 2 5 M 2 0 1 6 2 0 1 7 C u m u lativ e th ro u g h 2 0 1 8 (A ctu als)

X ero x to C o m b in e w ith F u ji X ero x

X ero x an d F u ji X ero x – B etter T o g eth er C o m b in in g to lead th e ev o lu tio n o f th e in d u stry an d u n leash co m p etitiv e stren g th s N o tes: A ssu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 . R eflects 2 0 1 7 actu al rev en u e fo r X ero x an d calen d ar y ear 2 0 1 7 estim ated rev en u e fo r F u ji X ero x (in clu d es in ter-co m p an y rev en u es o f ~ $ 0 .1 B fo r X ero x an d ~ $ 1 .6 B fo r F u ji X ero x ). R ecu rrin g rev en u e is eq u al to P o st sale rev en u e. $ 1 0 .3 B illio n 2 0 1 7 R ev en u e1 $ 9 .6 B illio n 2 0 1 7 R ev en u e1 Ico n ic, g lo b al tech n o lo g y b ran d In n o v atio n D N A : In v en ted x ero g rap h y an d p io n eered MP S A m o n g th e b est o p eratin g m arg in s in th e in d u stry > 7 5 % recu rrin g rev en u e2 X ero x R eg io n s F u ji X ero x R eg io n s S tro n g m ark et p resen ce in faster-g ro w in g g eo g rap h ies Wo rld -class R & D , m an u factu rin g an d sales p latfo rm L ead in g in O ffice P ro d u cts / O ffice P rin ter m ark et ~ 4 0 % o f rev en u e fro m g ro w in g m ark et seg m en ts o f G rap h ic C o m m u n icatio n s an d S o lu tio n s & S erv ices # 1 w o rld w id e eq u ip m en t rev en u e lead er fo r 8 co n secu tiv e y ears # 1 sh are in A sia # 1 sh are in Jap an fo r 8 co n secu tiv e y ears

S trateg ic V alu e U n lo ck ed F u jifilm an d X ero x h av e 5 6 y ears o f h isto ry as o n e o f th e m o st su ccessfu l Jap an /U .S . cro ss-b o rd er co llab o ratio n s E n ab les access to h ig h g ro w th territo ries S tream lin ed p ro d u ct p o rtfo lio strateg y , in clu d in g lau n ch tim in g an d R & D co o rd in atio n Mo re efficien t R & D an d co rp o rate fu n ctio n s S h ared access to critical IP an d tech n o lo g y E n h an ced cu sto m er v alu e p ro p o sitio n o n a b ro ad er g lo b al scale F u lly in teg rated su p p ly ch ain C o m m o n lo n g -term v isio n an d strateg ic g ro w th d ev elo p m en t O p p o rtu n ities fo r O p tim izatio n F u ji X ero x JV T o d ay X ero x u n ab le to access g ro w th m ark ets S ep arate p ro d u ct p o rtfo lio s an d g o -to -m ark et strateg ies, lim itin g effectiv en ess in g lo b al d eals P ro d u ct lau n ch d elay s d u e to h an d o ff p ro cesses R & D in v estm en t o v erlap S u b o p tim al su p p ly ch ain an d so u rcin g relatio n sh ip D istin ct v isio n s fo r lo n g -term g ro w th an d strateg ic in v estm en ts in fu tu re IP

F in an cial V alu e U n lo ck ed F u n d ed th ro u g h n ew C o m b in ed C o m p an y d eb t o f $ 2 .5 B . B ased o n m id p o in t o f 7 – 8 x E B IT D A ran g e an d 8 .5 % d isco u n t rate. $ 1 .2 5 B A n n u al co st sy n erg ies in 2 0 2 2 7 -8 x E B IT D A Illu strativ e in d u stry v alu atio n m u ltip le P o st C lo se C o n sid eratio n Illu strativ e V alu e o f T ran sactio n C o st S y n erg ies ~ $ 1 2 / sh are² Im p lied p resen t v alu e b ased o n 4 9 .9 % allo catio n to X ero x sh areh o ld ers A ll o f F u ji X ero x JV A ll o f $ 1 .2 5 B T ran sactio n C o st S y n erg ies $ 4 5 0 M F u ji X ero x JV C o st S av in g s $ 2 .5 B C ash D iv id en d ¹ 4 9 .9 % O f C o m b in ed C o m p an y in clu d in g : sh areh o ld ers receiv e:

C o m p ellin g S trateg ic R atio n ale 1 C reates a g lo b al lead er in in n o v ativ e p rin t tech n o lo g ies an d in tellig en t w o rk so lu tio n s w ith $ 1 8 b illio n in rev en u e 2 D eliv ers $ 1 .7 b illio n in to tal an n u al co st sav in g s, w ith $ 1 .2 b illio n to b e ach iev ed b y 2 0 2 0 3 A ccelerates p ath to rev en u e g ro w th th ro u g h en h an ced g lo b al reach , scale an d cu sto m er v alu e p ro p o sitio n 4 U n leash es w o rld -class in n o v atio n cap ab ilities to cap tu re sig n ifican t lo n g -term g ro w th o p p o rtu n ities 5 E n h an ces fin an cial p ro file an d flex ib ility to su p p o rt strateg ic g ro w th in v estm en ts an d attractiv e cap ital retu rn s

S u b stan tial V alu e fo r X ero x S h areh o ld ers T ran sactio n C o n sid eratio n $ 2 .5 B C ash D iv id en d (~ $ 9 .8 0 /sh are1 ) 4 9 .9 % o f C o m b in ed C o m p an y C o st S av in g s O p tim ized O p eratin g S tru ctu re $ 1 .7 B + T o tal A n n u al C o st S av in g s b y 2 0 2 2 $ 1 .2 B A n n u al C o st S av in g s b y 2 0 2 0 G ro w th O p p o rtu n ities L ead ersh ip in K ey G ro w th Mark ets A b o v e-Mark et R ev en u e G ro w th Wo rld -C lass In n o v atio n Im p ro v ed C o m p etitiv e S tren g th B ased o n cu rren t sh ares o u tstan d in g assu m in g n o co n v ersio n o f p referred sh ares. A ttractiv e C ap ital R etu rn s C ap ital D ep lo y m en t In v estm en t G rad e C red it R atin g S trateg ic G ro w th In v estm en ts G reater F in an cial F lex ib ility

F u jifilm – Id eal L o n g -T erm P artn er Jap an -b ased lead er in d o cu m en t, im ag in g an d in fo rm atio n so lu tio n s w ith stro n g cu ltu re o f in n o v atio n an d tran sfo rm atio n S electiv ely co n cen tratin g reso u rces to g ro w th seg m en ts th ro u g h M& A , cap ital an d R & D in v estm en ts D o cu m en t S o lu tio n s D o cu m en t-related b u sin ess activ ities in clu d in g th e p ro v isio n o f d ig ital m u ltifu n ctio n d ev ices fo r o ffices an d related serv ices In fo rm atio n S o lu tio n s R an g e o f activ ities fo cu sin g m ain ly o n B 2 B b u sin esses, in clu d in g h ealth care an d h ig h ly fu n ctio n al m aterials Im ag in g S o lu tio n s P ro v id es p h o to -related p ro d u cts an d serv ices ran g in g fro m p h o to -tak in g to p rin tin g R ev en u e B reak d o w n – F Y en d ed March 2 0 1 7 G ro w th S trateg ies F ig u res in U S D b illio n s. E x ch an g e rate o f JP Y 1 1 4 : U S $ 1 . P h o to Im ag in g O th er P h o to R elated G rap h ic S y stem s H ealth care F lat P an el D isp lay Materials R eco rd in g Med ia an d O th ers D o cu m en t S o lu tio n s 4 6 % Im ag in g S o lu tio n s ~ 1 5 % In fo rm atio n S o lu tio n s ~ 3 9 % ~ $ 2 0 B 1

C o m b in ed C o m p an y F acts an d F ig u res 1 8 0 + C o u n tries B ro ad G lo b al S cale S tro n g F in an cial P ro file Wo rld -C lass In n o v atio n $ 1 8 B + In A n n u al R ev en u e 2 0 2 0 R etu rn T o R ev en u e G ro w th 2 0 2 2 H ig h -teen s O p eratin g Marg in $ 1 .7 B + T o tal A n n u al C o st S av in g s ~ $ 1 B C o m b in ed R & D 6 ,6 0 0 + E n g in eers 6 In n o v atio n L ab s $ 1 .5 B F C F 1 B y 2 0 2 0 1 1 ,4 7 0 P aten ts # 1 E q u ip m en t R ev en u e S h are ~ $ 1 2 0 B T o tal A d d ressab le O p p o rtu n ity N o te: A ssu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 . F ree cash flo w d efin ed as cash flo w fro m o p eratio n s m in u s C A P E X , in clu d in g in tern al u se so ftw are.

T ran sactio n S u m m ary X ero x sh areh o ld ers to receiv e $ 2 .5 b illio n sp ecial cash d iv id en d (~ $ 9 .8 0 /sh are1 ) at clo sin g , fo r w h ich co m m itted fu n d in g h as b een o b tain ed X ero x sh areh o ld ers to o w n 4 9 .9 % o f C o m b in ed C o m p an y ; F u jifilm to o w n 5 0 .1 % C o m b in ed C o m p an y w ill b e listed o n th e N Y S E p o st-tran sactio n u n d er th e tick er “X R X ” T ran sactio n C o n sid eratio n C ap ital S tru ctu re an d R etu rn s E x p ect to m ain tain in v estm en t g rad e cred it ratin g s at clo sin g Main tain $ 1 .0 0 /sh are an n u al d iv id en d Main tain X ero x ’s cu rren t cap ital retu rn p o licy o f at least 5 0 % o f co m b in ed free cash flo w 2 to sh areh o ld ers O p p o rtu n ity fo r g reater cap ital d ep lo y m en t in clu d in g sh are rep u rch ases an d in creased d iv id en d s o v er tim e A p p ro v als an d T im in g T ran sactio n ex p ected to clo se in th e seco n d h alf o f 2 0 1 8 , su b ject to cu sto m ary co n d itio n s, reg u lato ry an d sh areh o ld er ap p ro v al V alu e C reatio n Im m ed iate, sig n ifican t cash p ay m en t, rep resen tin g m o re th an 3 0 % o f X ero x ’s u n affected sh are p rice o f $ 3 0 .3 5 as o f Jan u ary 1 0 , 2 0 1 8 m ark et clo se A t least $ 1 .7 b illio n to tal an n u al co st sav in g s o p p o rtu n ity – $ 1 .2 b illio n to b e ach iev ed b y 2 0 2 0 S ig n ifican t rev en u e sy n erg y o p p o rtu n ities fro m in n o v atio n an d fo o tp rin t in faster-g ro w in g m ark ets G o v ern an ce Jeff Jaco b so n , cu rren t C E O o f X ero x , to b e n am ed C E O o f C o m b in ed C o m p an y S h ig etak a K o m o ri, cu rren t C h airm an an d C E O o f F u jifilm , w ill serv e as C h airm an o f th e B o ard B o ard w ill in clu d e sev en D irecto rs ap p o in ted b y F u jifilm an d fiv e In d ep en d en t D irecto rs fro m cu rren t X ero x B o ard D u al h ead q u arters in N o rw alk , C T an d in Min ato , T o k y o N o te: A ssu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 . B ased o n cu rren t sh ares o u tstan d in g assu m in g n o co n v ersio n o f p referred sh ares as o f Jan u ary 3 1 , 2 0 1 8 . F in al d eterm in atio n o f th e p o rtio n o f d iv id en d v ersu s retu rn o f cap ital, fo r p u rp o ses fo r in d iv id u al tax treatm en t, w ill b e m ad e at clo sin g . F ree cash flo w d efin ed as cash flo w fro m o p eratio n s m in u s C A P E X , in clu d in g in tern al u se so ftw are.

T h e N ew F u ji X ero x

C o m p ellin g S trateg ic R atio n ale 1 C reates a g lo b al lead er in in n o v ativ e p rin t tech n o lo g ies an d in tellig en t w o rk so lu tio n s w ith $ 1 8 b illio n in rev en u e 2 D eliv ers $ 1 .7 b illio n in to tal an n u al co st sav in g s, w ith $ 1 .2 b illio n to b e ach iev ed b y 2 0 2 0 3 A ccelerates p ath to rev en u e g ro w th th ro u g h en h an ced g lo b al reach , scale an d cu sto m er v alu e p ro p o sitio n 4 U n leash es w o rld -class in n o v atio n cap ab ilities to cap tu re sig n ifican t lo n g -term g ro w th o p p o rtu n ities 5 E n h an ces fin an cial p ro file an d flex ib ility to su p p o rt strateg ic g ro w th in v estm en ts an d attractiv e cap ital retu rn s

A G lo b al L ead er in In n o v ativ e P rin t T ech n o lo g ies an d In tellig en t Wo rk S o lu tio n s R ealizatio n o f C lear In d u stry L ead ersh ip P rin tin g R ev en u e ($ B )1 N E W F U JI X E R O X 2 N o tes: R eflects latest fiscal y ear av ailab le fo r each co m p an y ; assu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 . S eg m en ts u sed : H P : P rin tin g ; C an o n : O ffice B u sin ess U n it; R ico h : Im ag in g & S o lu tio n s; K M: O ffice B u sin ess. R eflects 2 0 1 7 actu al rev en u e fo r X ero x an d calen d ar y ear 2 0 1 7 estim ated rev en u e fo r F u ji X ero x . E lim in ates in terco m p an y rev en u e. MP S = Man ag ed P rin t S erv ices; C P S = C en tralized P rin t S o lu tio n s. 2 2 # 1 T o tal E q u ip m en t R ev en u e C o lo r A 3 MF P s P ro d u ctio n C u t S h eet L arg e E n terp rise MP S 3 & C P S 3 1

S ig n ifican t C o st S av in g s O p p o rtu n ities ~ $ 6 5 0 M ~ $ 4 0 0 M ~ $ 2 0 0 M ~ $ 4 5 0 M $ 1 .7 B T o tal ex p ected co st sav in g s b y 2 0 2 2 N o te: A ssu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 . C o st sav in g s in crem en tal to X ero x ’s o n g o in g S trateg ic T ran sfo rm atio n p ro g ram L ev erag in g X ero x ’s stro n g track reco rd o f p ro d u ctiv ity en h an cem en ts $ 4 5 0 m illio n F u ji X ero x JV co st red u ctio n p ro g ram co m m en cin g im m ed iately C o m b in in g b est m an u factu rin g p ractices to d riv e C O G S efficien cy O n e-tim e in teg ratio n an d restru ctu rin g co sts o f ap p ro x im ately $ 1 .4 b illio n m ain ly in th e first th ree y ears 2 A t least $ 1 .7 b illio n in to tal an n u al co st sav in g s b y 2 0 2 2 – $ 1 .2 b illio n to b e ach iev ed b y 2 0 2 0 ~ $ 1 .2 5 B T ran sactio n co st sy n erg ies

$ 1 .7 B in T o tal A n n u al C o st S av in g s R & D E lim in ate red u n d an cies an d o p tim ize fo o tp rin t o f research cen ters In teg rate d ev ice co n tro llers C o m b in e p rin t d riv ers, ap p s, so lu tio n s, MP S 2 to o ls fo r b est o f class S G & A C o n so lid atio n o f cen tral su p p o rt fu n ctio n s i.e. F in an ce, H R O p tim ize sellin g related co sts P u rch asin g scale 1 0 0 % ~ 7 0 % ~ 4 5 % Man u factu rin g an d R & D co sts red u ctio n P ro d u ct p o rtfo lio o p tim izatio n S G & A p ro d u ctiv ity in itiativ es F u ji X ero x JV S av in g s C O G S P lan t fo o tp rin t o p tim izatio n O p tim izatio n o f 3 rd p arty o u tso u rcers Im p ro v ed d esig n efficien cy an d scale In teg rate su p p ly ch ain an d p ro cu rem en t ~ 8 5 % D o es n o t in clu d e X ero x ex p ected o n g o in g S trateg ic T ran sfo rm atio n co st sav in g s. MP S = Man ag ed P rin t S o lu tio n s. S o u rces o f $ 1 .7 B T o tal A n n u al C o st R ed u ctio n s1 E x p ected C o st R ed u ctio n P ro g ressio n P o st C lo se T im in g C o m b in in g co m p an ies u n lo ck s su b stan tial in crem en tal co st sav in g s o p p o rtu n ities 2

$ 1 9 B $ 2 8 B $ 3 6 B E n h an ced G lo b al L ead ersh ip S o u rce: ID C an d co m p an y estim ates. N o tes: F ig u res in U S D b illio n s. E x ch an g e rate o f JP Y 1 1 4 : U S $ 1 . Mark et size in 2 0 1 7 U S D ; Mark et sh are b ased o n 2 0 1 6 eq u ip m en t rev en u es; A sia P acific m ark et sh are in clu d es C h in a. D MO is D ev elo p in g Mark ets. R ep resen ts T o tal A d d ressab le O p p o rtu n ity . R ep resen ts C A G R s fro m 2 0 1 6 -2 0 2 0 . R eflects X ero x rev en u e b reak d o w n fo r fu ll-y ear 2 0 1 7 an d p relim in ary F u ji X ero x JV rev en u e b reak d o w n fo r calen d ar y ear 2 0 1 7 . C h in a seg m en t in clu d es H o n g K o n g . Mark et O p p o rtu n ity 1 Mark et S h are B y R eg io n R ev en u e3 b y R eg io n (as % o f $ 1 8 .2 B T o tal) C o m b in ed C o m p an y C o m b in ed C o m p an y ~ $ 1 2 0 B G lo b al O p p o rtu n ity 1 F lat to S lig h tly D o w n 2 $ 8 3 B 1 │ L o w -S in g le D ig it D eclin e2 X ero x R eg io n s F u ji X ero x JV R eg io n s $ 3 6 B 1 │ L o w -S in g le D ig it G ro w th 2 $ 1 1 B $ 8 B $ 1 7 B 3

D ram atically A ccelerates In n o v atio n E n ab les C o m b in ed C o m p an y to co m p ete in ad jacen t In d u strial P rin t an d In tellig en t Wo rk S o lu tio n s m ark ets X ero x P A R C Y o k o h am a R & D S q u are Wilso n C en ter fo r T ech n o lo g y T ak em atsu C en ter N ak ai R esearch C en ter A u b ag n e In k jet C en ter Wo rld -C lass R & D D riv in g In n o v atio n H ard w are X ero g rap h y In k jet D ig ital L ith o g rap h y P rin ted S en so rs/E lectro n ics S m art O b ject P rin tin g Materials Materials C h em istry In k F o rm u latio n & T estin g In k P ro d u ctio n In n o v atio n S o ftw are & A n aly tics A n aly tics: T ex t, im ag e an d v id eo an aly tics A u to m atio n : Wo rk flo w an d in tellig en t assistan ts D o cu m en t & d ev ice secu rity T o E n ter A d jacen cies G ro w in g $ 1 0 0 B In d u strial P rin t O p p o rtu n ity E m erg in g In tellig en t Wo rk S o lu tio n s O p p o rtu n ity 4

E n h an ced F in an cial P ro file C o m b in ed C o m p an y (T arg ets) A ch iev es rev en u e g ro w th in 2 0 2 0 A d ju sted o p eratin g p ro fit m arg in in th e h ig h teen s in 2 0 2 2 $ 1 .5 b illio n free cash flo w 1 in 2 0 2 0 A ccretiv e to E P S in 2 0 2 0 R ev en u e A d j. O p eratin g P ro fit Marg in 1 A d j. E B IT D A less C ap ex 1 ,3 A d j. E B IT D A 1 ,2 N o te: A ssu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 . A ll fig u res are b ased o n calen d ar y ear. A d ju sted O p eratin g P ro fit/Marg in is calcu lated b y ad ju stin g o u r rep o rted p re-tax in co m e an d m arg in am o u n ts fo r A m o rtizatio n o f in tan g ib le assets, R estru ctu rin g an d related co sts, N o n -serv ice retirem en t-related co sts an d O th er ex p en ses, n et. F ree cash flo w d efin ed as cash flo w fro m o p eratio n s m in u s C A P E X , in clu d in g in tern al u se so ftw are. In ad d itio n to th e co sts an d ex p en ses n o ted as ad ju stm en ts fo r o u r A d ju sted O p eratin g P ro fit/Marg in m easu re, A d ju sted E B IT D A also ex clu d es D ep reciatio n . In clu d in g ch an g e in eq u ip m en t o n o p eratin g lease. C o m b in ed C o m p an y (2 0 1 7 P ro fo rm a) $ 1 .8 B $ 1 8 .2 B 1 0 % $ 2 .6 B 5

C ap ital S tru ctu re an d B alan ce S h eet S elected B alan ce S h eet Item s at D ecem b er 3 1 , 2 0 1 7 1 N o te: A ssu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 . R eflects 2 0 1 7 actu als fo r X ero x an d calen d ar y ear 2 0 1 7 estim ated rev en u e fo r F u ji X ero x . O th er p o st em p lo y m en t b en efits reflects retiree h ealth b en efits. F in an ce A ssets In clu d e: X ero x : $ 3 .7 B o f F in an ce receiv ab les an d $ 0 .5 B o f E q u ip m en t o n o p eratin g lease. F u ji X ero x : $ 1 .6 B o f F in an ce receiv ab les ex clu d e E q u ip m en t o n o p eratin g lease. $ 3 5 0 M p en sio n co n trib u tio n req u ired as a resu lt o f ch an g e in co n tro l. U S D B illio n s X ero x p lan s to rep ay $ 2 6 5 m illio n b o n d m atu rin g in May 2 0 1 8 w ith cash o n h an d T ran sactio n im p act: A ll X ero x an d F u ji X ero x d eb t to b e retain ed o n th e C o m b in ed C o m p an y ’s b alan ce sh eet $ 1 5 0 m illio n o f fees an d ex p en ses (p relim in ary estim ate) $ 2 .8 5 b illio n o f n ew d eb t: $ 2 .5 b illio n b rid g e fin an cin g co m m itm en t h as b een o b tain ed to su p p o rt th e $ 2 .5 b illio n sp ecial cash d iv id en d to X ero x sh areh o ld ers $ 3 5 0 m illio n to fu n d m an d ato ry p en sio n co n trib u tio n 4 C ash & C ash E q u iv alen ts $ 1 .3 $ 0 .7 T o tal D eb t $ 5 .5 $ 0 .5 P en sio n an d O P E B 2 (p re-tax ) $ 2 .1 $ 0 .1 F in an ce A ssets3 $ 4 .2 $ 1 .6

C ap ital A llo catio n P o licy Main tain th e p rin cip les o f X ero x ’s d iscip lin ed retu rn o n in v estm en t ap p ro ach E x p ected to m ain tain in v estm en t g rad e cred it ratin g s Main tain a su b stan tial liq u id ity p o sitio n w ith cash o n h an d an d co m m itted cred it facilities S tro n g er b alan ce sh eet su p p o rts cred it ratin g p ro file an d p ro v id es m o re fin an cial flex ib ility S tren g th en ed cash flo w s su p p o rt in crem en tal in v estm en ts in g ro w th an d v alu e creatio n o p p o rtu n ities S electiv ely p u rsu e M& A in strateg ic g ro w th areas to im p ro v e p o rtfo lio m ix an d d riv e p ro fit ex p an sio n Main tain $ 1 .0 0 an n u al d iv id en d p er sh are Main tain co m m itm en t to retu rn at least 5 0 % o f free cash flo w to sh areh o ld ers O p p o rtu n ity fo r g reater cap ital d ep lo y m en t, in clu d in g sh are rep u rch ases an d in creased d iv id en d s o v er tim e L ev erag e T arg eted In v estm en ts C ap ital R etu rn

S u m m ary S tro n g Q 4 an d F Y 1 7 p erfo rm an ce reflects su ccessfu l ex ecu tio n o f o u r strateg ic p rio rities, p ro v id in g p o sitiv e m o m en tu m as w e en ter th e n ew ch ap ter o f X ero x ’s tran sfo rm atio n C o m b in in g fo rces w ith F u ji X ero x to create a g lo b al lead er in in n o v ativ e p rin t tech n o lo g ies an d in tellig en t w o rk so lu tio n s T ran sactio n u n lo ck s su b stan tial sh areh o ld er v alu e an d creates sig n ifican tly stro n g er an d m o re co m p etitiv e co m b in ed co m p an y C o m b in ed C o m p an y w ill h av e en h an ced p ro sp ects fo r rev en u e g ro w th an d m arg in ex p an sio n C o m m itted to co n tin u ed p ro g ress o n o u r o p eratio n al an d fin an cial p erfo rm an ce in 2 0 1 8 , w h ile d riv in g to w ard th e su ccessfu l co m p letio n o f o u r p ro p o sed co m b in atio n w ith F u ji X ero x

N o n -G A A P F in an cial Measu res

N o n -G A A P F in an cial Measu res We h av e rep o rted o u r fin an cial resu lts in acco rd an ce w ith g en erally accep ted acco u n tin g p rin cip les (G A A P ). In ad d itio n , w e h av e d iscu ssed o u r fin an cial resu lts u sin g th e n o n -G A A P m easu res d escrib ed b elo w . We b eliev e th ese n o n -G A A P m easu res allo w in v esto rs to b etter u n d erstan d th e tren d s in o u r b u sin ess an d to b etter u n d erstan d an d co m p are o u r resu lts. A cco rd in g ly , w e b eliev e it is n ecessary to ad ju st sev eral rep o rted am o u n ts, d eterm in ed in acco rd an ce w ith G A A P , to ex clu d e th e effects o f certain item s as w ell as th eir related in co m e tax effects. A reco n ciliatio n o f th ese n o n -G A A P fin an cial m easu res to th e m o st d irectly co m p arab le fin an cial m easu res calcu lated an d p resen ted in acco rd an ce w ith G A A P are set fo rth b elo w as w ell as o n o u r w eb site at w w w .x ero x .co m /in v esto r. T h ese n o n -G A A P fin an cial m easu res sh o u ld b e v iew ed in ad d itio n to , an d n o t as a su b stitu te fo r, th e co m p an y ’s rep o rted resu lts p rep ared in acco rd an ce w ith G A A P . A d ju sted E arn in g s Measu res N et in co m e an d E arn in g s p er sh are (E P S ) E ffectiv e tax rate G ro ss m arg in , R D & E an d S A G (o n ly ad ju sted fo r n o n -serv ice retirem en t-related co sts an d tran sactio n /p ro x y related co sts) T h e ab o v e m easu res w ere ad ju sted fo r th e fo llo w in g item s: A m o rtizatio n o f in tan g ib le assets: T h e am o rtizatio n o f in tan g ib le assets is d riv en b y o u r acq u isitio n activ ity w h ich can v ary in size, n atu re an d tim in g as co m p ared to o th er co m p an ies w ith in o u r in d u stry an d fro m p erio d to p erio d . T h e u se o f in tan g ib le assets co n trib u ted to o u r rev en u es earn ed d u rin g th e p erio d s p resen ted an d w ill co n trib u te to o u r fu tu re p erio d rev en u es as w ell. A m o rtizatio n o f in tan g ib le assets w ill recu r in fu tu re p erio d s.

N o n -G A A P F in an cial Measu res R estru ctu rin g an d related co sts: R estru ctu rin g an d related co sts in clu d e restru ctu rin g an d asset im p airm en t ch arg es as w ell as co sts asso ciated w ith o u r S trateg ic T ran sfo rm atio n p ro g ram b ey o n d th o se n o rm ally in clu d ed in restru ctu rin g an d asset im p airm en t ch arg es. R estru ctu rin g co n sists o f co sts p rim arily related to sev eran ce an d b en efits p aid to em p lo y ees p u rsu an t to fo rm al restru ctu rin g an d w o rk fo rce red u ctio n p lan s. A sset im p airm en t in clu d es co sts in cu rred fo r th o se assets so ld , ab an d o n ed o r m ad e o b so lete as a resu lt o f o u r restru ctu rin g actio n s, ex itin g fro m a b u sin ess o r o th er strateg ic b u sin ess ch an g es. A d d itio n al co sts fo r o u r S trateg ic T ran sfo rm atio n p ro g ram are p rim arily related to th e im p lem en tatio n o f strateg ic actio n s an d in itiativ es an d in clu d e th ird -p arty p ro fessio n al serv ice co sts as w ell as o n e-tim e in crem en tal co sts. A ll o f th ese co sts can v ary sig n ifican tly in term s o f am o u n t an d freq u en cy b ased o n th e n atu re o f th e actio n s as w ell as th e ch an g in g n eed s o f th e b u sin ess. A cco rd in g ly , d u e to th at sig n ifican t v ariab ility , w e w ill ex clu d e th ese ch arg es sin ce w e d o n o t b eliev e th ey p ro v id e m ean in g fu l in sig h t in to o u r cu rren t o r p ast o p eratin g p erfo rm an ce n o r d o w e b eliev e th ey are reflectiv e o f o u r ex p ected fu tu re o p eratin g ex p en ses as su ch ch arg es are ex p ected to y ield fu tu re b en efits an d sav in g s w ith resp ect to o u r o p eratio n al p erfo rm an ce. N o n -serv ice retirem en t-related co sts: O u r d efin ed b en efit p en sio n an d retiree h ealth co sts in clu d e sev eral elem en ts im p acted b y ch an g es in p lan assets an d o b lig atio n s th at are p rim arily d riv en b y ch an g es in th e d eb t an d eq u ity m ark ets as w ell as th o se th at are p red o m in an tly leg acy in n atu re an d related to em p lo y ees w h o are n o lo n g er p ro v id in g cu rren t serv ice to th e co m p an y (e.g . retirees an d ex -em p lo y ees). T h ese elem en ts in clu d e (i) in terest co st, (ii) ex p ected retu rn o n p lan assets, (iii) am o rtized actu arial g ain s/lo sses an d (iv ) th e im p acts o f an y p lan settlem en ts/cu rtailm en ts. A cco rd in g ly , w e co n sid er th ese elem en ts o f o u r p erio d ic retirem en t p lan co sts to b e o u tsid e th e o p eratio n al p erfo rm an ce o f th e b u sin ess o r leg acy co sts an d n o t n ecessarily in d icativ e o f cu rren t o r fu tu re cash flo w req u irem en ts. A d ju sted earn in g s w ill co n tin u e to in clu d e th e elem en ts o f o u r retirem en t co sts related to cu rren t em p lo y ee serv ice (serv ice co st an d am o rtizatio n o f p rio r serv ice co st) as w ell as th e co st o f o u r d efin ed co n trib u tio n p lan s.

N o n -G A A P F in an cial Measu res O th er d iscrete, u n u su al o r in freq u en t item s: In ad d itio n , w e also ex clu d ed th e fo llo w in g item s g iv en th eir d iscrete, u n u su al o r in freq u en t n atu re an d th eir im p act o n o u r resu lts fo r th e p erio d : L o sses o n early ex tin g u ish m en t o f d eb t in th e first an d fo u rth q u arter o f 2 0 1 7 A b en efit fro m th e rem easu rem en t o f a tax m atter in th e first q u arter o f 2 0 1 7 th at related to a p rev io u sly ad ju sted item C o sts in cu rred in th e fo u rth q u arter o f 2 0 1 7 related to th e recen tly an n o u n ced tran sactio n w ith F u jifilm as w ell as to o u r ex p ected p ro x y co n test. T h ese co sts are p rim arily fo r th ird -p arty in v estm en t b an k in g , leg al, acco u n tin g , co n su ltin g an d o th er sim ilar serv ices. A n estim ated n o n -cash ch arg e in th e fo u rth q u arter 2 0 1 7 reflectin g th e im p act asso ciated w ith th e en actm en t o f th e T ax C u ts an d Jo b s A ct (th e "T ax A ct") in D ecem b er 2 0 1 7 . S ee o u r F o u rth Q u arter 2 0 1 7 E arn in g s R elease o n F o rm 8 -K filed w ith th e S ecu rities an d E x ch an g e C o m m issio n . We b eliev e th e ex clu sio n o f th ese item s allo w s in v esto rs to b etter u n d erstan d an d an aly ze th e resu lts fo r th e p erio d as co m p ared to p rio r p erio d s an d ex p ected fu tu re tren d s in o u r b u sin ess. A d ju sted O p eratin g In co m e/Marg in We also calcu late an d u tilize ad ju sted o p eratin g in co m e an d m arg in m easu res b y ad ju stin g o u r rep o rted p re-tax in co m e an d m arg in am o u n ts. In ad d itio n to th e co sts an d ex p en ses n o ted as ad ju stm en ts fo r o u r A d ju sted E arn in g s m easu res, ad ju sted o p eratin g in co m e an d m arg in also ex clu d e O th er ex p en ses, n et. O th er ex p en ses, n et is p rim arily co m p rised o f n o n -fin an cin g in terest ex p en se an d also in clu d es certain o th er n o n -o p eratin g co sts an d ex p en ses. We ex clu d e th ese am o u n ts in o rd er to ev alu ate o u r cu rren t an d p ast o p eratin g p erfo rm an ce an d to b etter u n d erstan d th e ex p ected fu tu re tren d s in o u r b u sin ess. A d ju sted O p eratin g in co m e an d m arg in also in clu d e E q u ity in n et in co m e o f u n co n so lid ated affiliates. E q u ity in n et in co m e o f u n co n so lid ated affiliates p rim arily reflects o u r 2 5 % sh are o f F u ji X ero x n et in co m e. We in clu d e th is am o u n t in o u r m easu re o f o p eratin g in co m e an d m arg in as F u ji X ero x is o u r p rim ary in term ed iary to th e A sia/P acific m ark et fo r d istrib u tio n o f X ero x b ran d ed p ro d u cts an d serv ices.

N o n -G A A P F in an cial Measu res C o n stan t C u rren cy T o b etter u n d erstan d tren d s in o u r b u sin ess, w e b eliev e th at it is h elp fu l to ad ju st rev en u e to ex clu d e th e im p act o f ch an g es in th e tran slatio n o f fo reig n cu rren cies in to U .S . d o llars. We refer to th is ad ju sted rev en u e as “co n stan t cu rren cy .” T h is im p act is calcu lated b y tran slatin g cu rren t p erio d activ ity in lo cal cu rren cy u sin g th e co m p arab le p rio r y ear p erio d 's cu rren cy tran slatio n rate. T h is im p act is calcu lated fo r all co u n tries w h ere th e fu n ctio n al cu rren cy is th e lo cal co u n try cu rren cy . T h e co n stan t cu rren cy im p act fo r sig n in g s g ro w th is calcu lated o n th e b asis o f p lan cu rren cy rates. Man ag em en t b eliev es th e co n stan t cu rren cy m easu re p ro v id es in v esto rs an ad d itio n al p ersp ectiv e o n rev en u e tren d s. C u rren cy im p act can b e d eterm in ed as th e d ifferen ce b etw een actu al g ro w th rates an d co n stan t cu rren cy g ro w th rates. E B IT D A A d ju sted E B IT D A rep resen ts In co m e b efo re In co m e T ax es ad ju sted fo r d ep reciatio n an d am o rtizatio n , restru ctu rin g an d related co sts, n o n -serv ice retirem en t related co sts, tran sactio n /p ro x y co n test co sts an d o th er ex p en ses, n et, w h ich in clu d es in terest ex p en se. A d ju sted E B IT D A is n o t in ten d ed to rep resen t cash flo w s fro m o p eratio n s, in co m e b efo re tax es o r n et in co m e as d efin ed b y U .S . G A A P an d is n o t n ecessarily co m p arab le to sim ilar m easu res d isclo sed b y o th er co m p an ies as n o t all co m p an ies calcu late A d ju sted E B IT D A in th e sam e m an n er. We b eliev e A d ju sted E B IT D A is u sefu l to in v esto rs an d o th er u sers o f th e fin an cial statem en ts in ev alu atin g o p eratin g p erfo rm an ce b ecau se it p ro v id es an ad d itio n al to o l to co m p are b u sin ess p erfo rm an ce acro ss co m p an ies an d acro ss p erio d s. F ree C ash F lo w T o b etter u n d erstan d tren d s in o u r b u sin ess, w e b eliev e th at it is h elp fu l to su b tract am o u n ts fo r cap ital ex p en d itu res (in clu siv e o f in tern al u se so ftw are) fro m cash flo w s fro m co n tin u in g o p eratio n s. Man ag em en t b eliev es th is m easu re g iv es in v esto rs an ad d itio n al p ersp ectiv e o n cash flo w fro m o p eratin g activ ities in ex cess o f am o u n ts req u ired fo r rein v estm en t. It p ro v id es a m easu re o f o u r ab ility to fu n d acq u isitio n s, d iv id en d s an d sh are rep u rch ase.

N o n -G A A P F in an cial Measu res S u m m ary : Man ag em en t b eliev es th at all o f th ese n o n -G A A P fin an cial m easu res p ro v id e an ad d itio n al m ean s o f an aly zin g th e cu rren t p erio d ’s resu lts ag ain st th e co rresp o n d in g p rio r p erio d ’s resu lts. H o w ev er, th ese n o n -G A A P fin an cial m easu res sh o u ld b e v iew ed in ad d itio n to , an d n o t as a su b stitu te fo r, th e co m p an y ’s rep o rted resu lts p rep ared in acco rd an ce w ith G A A P . O u r n o n -G A A P fin an cial m easu res are n o t m ean t to b e co n sid ered in iso latio n o r as a su b stitu te fo r co m p arab le G A A P m easu res an d sh o u ld b e read o n ly in co n ju n ctio n w ith o u r co n so lid ated fin an cial statem en ts p rep ared in acco rd an ce w ith G A A P . O u r m an ag em en t reg u larly u ses o u r su p p lem en tal n o n -G A A P fin an cial m easu res in tern ally to u n d erstan d , m an ag e an d ev alu ate o u r b u sin ess an d m ak e o p eratin g d ecisio n s. T h ese n o n -G A A P m easu res are am o n g th e p rim ary facto rs m an ag em en t u ses in p lan n in g fo r an d fo recastin g fu tu re p erio d s. C o m p en satio n o f o u r ex ecu tiv es is b ased in p art o n th e p erfo rm an ce o f o u r b u sin ess b ased o n th ese n o n -G A A P m easu res. A reco n ciliatio n o f th ese n o n -G A A P fin an cial m easu res an d th e m o st d irectly co m p arab le m easu res calcu lated an d p resen ted in acco rd an ce w ith G A A P are set fo rth o n th e fo llo w in g tab les:

Exhibit 2

In tro d u cin g th e N ew F u ji X ero x X ero x an d F u ji X ero x to co m b in e, creatin g a g lo b al lead er in in n o v ativ e p rin t tech n o lo g ies an d in tellig en t w o rk so lu tio n s • C reates su b stan tial v alu e fo r X ero x em p lo y ees, cu sto m ers, • A ccelerates p ath to rev en u e g ro w th th ro u g h g lo b al reach , b u sin ess p artn ers an d sh areh o ld ers in d u stry -lead in g scale an d en h an ced in n o v atio n cap ab ilities • Well-p o sitio n ed to lead in g ro w in g b u sin ess areas su ch as • C o m b in ed co m p an y w ill h av e en h an ced fin an cial flex ib ility h ig h -sp eed in k jet, in d u strial p rin tin g an d w o rk p lace so lu tio n s, fo r fu tu re g ro w th in v estm en ts an d cap ital retu rn s w h ile lev erag in g F u jifilm ’s ex ten siv e tech n o lo g ies B etter T o g eth er – X ero x an d F u ji X ero x C o m b in in g to lead th e ev o lu tio n o f th e in d u stry an d u n leash co m p etitiv e stren g th s 2 0 1 7 R E V E N U E 1 ,2 $ 1 0 .3 B # 1 Wo rld w id e E q u ip m en t R ev en u e L ead er • Ico n ic tech n o lo g y b ran d • In n o v atio n D N A : In v en ted x ero g rap h y an d p io n eered MP S • A m o n g th e b est o p eratin g m arg in s in th e in d u stry • > 7 5 % recu rrin g rev en u e 2 0 1 7 R E V E N U E 1 ,2 $ 9 .6 B # 1 Mark et S h are in A sia # 1 S h are in Jap an • S tro n g m ark et p resen ce in fast-g ro w in g g eo g rap h ies • Wo rld -class R & D , m an u factu rin g an d sales p latfo rm • L ead in g in O ffice P ro d u cts / O ffice P rin ter m ark et • ~ 4 0 % o f rev en u e fro m g ro w in g m ark et seg m en ts o f G rap h ic C o m m u n icatio n s an d S o lu tio n s & S erv ices N ew F u ji X ero x b y th e n u m b ers B ro ad G lo b al 1 8 0 + # 1 ~ $ 1 2 0 B $ 1 8 B + S cale C O U N T R IE S R E V E N U E E Q U IP ME N T S H A R E T O T A L O P P O R T U N IT Y A D D R E S S A B L E IN R E V E N U E Wo rld -C lass ~ $ 1 B 6 6 ,6 0 0 + 1 1 ,4 7 0 In n o v atio n C O MB IN E D R & D IN N O V A T IO N L A B S E N G IN E E R S P A T E N T S S tro n g 2 0 2 0 $ 1 .7 B + 2 0 2 2 $ 1 .5 B F in an cial P ro file R E T U R N T O T O T A L A N N U A L H IG H -T E E N S F C F 3 B Y 2 0 2 0 R E V E N U E G R O WT H C O S T S A V IN G S O P E R A T IN G MA R G IN A ssu m es ex ch an g e rate o f JP Y 1 1 4 : U S $ 1 1 . R eflects 2 0 1 7 actu al rev en u e fo r X ero x an d calen d ar y ear 2 0 1 7 estim ated rev en u e fo r F u ji X ero x (in clu d es in ter-co m p an y rev en u es o f ~ $ 0 .1 B fo r X ero x an d ~ $ 1 .6 B fo r

F u ji X ero x ). 2 . R ecu rrin g rev en u e is eq u al to p o st sale rev en u e. 3 . F ree cash flo w d efin ed as cash flo w fro m o p eratio n s m in u s C A P E X , in clu d in g in tern al u se so ftw are.

A d d itio n al In fo rm atio n an d Wh ere to F in d It T h is release m ay b e d eem ed to b e so licitatio n m aterial in resp ect o f th e tran sactio n s w ith F U JIF IL M H o ld in g s C o rp o ratio n (“F u jifilm ) d escrib ed h erein (th e “T ran sactio n s”) an d /o r th e m atters to b e co n sid ered at th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g o f S h areh o ld ers. In co n n ectio n w ith th e T ran sactio n s an d th e 2 0 1 8 A n n u al Meetin g , X ero x p lan s to file w ith th e S ecu rities an d E x ch an g e C o m m issio n (“S E C ”) an d fu rn ish to X ero x ’s sh areh o ld ers o n e o r m o re p ro x y statem en ts an d o th er relev an t d o cu m en ts. B E F O R E MA K IN G A N Y V O T IN G D E C IS IO N , X E R O X ’S S H A R E H O L D E R S A R E U R G E D T O R E A D T H E P R O X Y S T A T E ME N T (S ) IN T H E IR E N T IR E T Y WH E N T H E Y B E C O ME A V A IL A B L E A N D A N Y O T H E R D O C U ME N T S T O B E F IL E D WIT H T H E S E C IN C O N N E C T IO N WIT H T H E T R A N S A C T IO N S A N D /O R T H E C O MP A N Y ’S 2 0 1 8 A N N U A L ME E T IN G O R IN C O R P O R A T E D B Y R E F E R E N C E IN T H E P R O X Y S T A T E ME N T S B E C A U S E T H E Y WIL L C O N T A IN IMP O R T A N T IN F O R MA T IO N A B O U T T H E T R A N S A C T IO N S A N D /O R T H E C O MP A N Y ’S 2 0 1 8 A N N U A L ME E T IN G A N D T H E P A R T IE S R E L A T E D T H E R E T O . X ero x ’s sh areh o ld ers w ill b e ab le to o b tain a free co p y o f d o cu m en ts filed w ith th e S E C at th e S E C ’s w eb site at h ttp ://w w w .sec.g o v . In ad d itio n , X ero x ’s sh areh o ld ers m ay o b tain a free co p y o f X ero x ’s filin g s w ith th e S E C fro m X ero x ’s w eb site at h ttp ://w w w .x ero x .co m u n d er th e h ead in g “In v esto r R elatio n s” an d th en u n d er th e h ead in g “S E C F ilin g s.”

P articip an ts in th e S o licitatio n

T h e d irecto rs, ex ecu tiv e o fficers an d certain o th er m em b ers o f m an ag em en t an d em p lo y ees o f X ero x m ay b e d eem ed “p articip an ts” in th e so licitatio n o f p ro x ies fro m sh areh o ld ers o f X ero x in fav o r o f th e T ran sactio n s o r in co n n ectio n w ith th e m atters to b e co n sid ered at th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g . In fo rm atio n reg ard in g th e p erso n s w h o m ay , u n d er th e ru les o f th e S E C , b e co n sid ered p articip an ts in th e so licitatio n o f th e sh areh o ld ers o f X ero x in co n n ectio n w ith th e T ran sactio n s o r th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g w ill b e set fo rth in th e ap p licab le p ro x y statem en t an d o th er relev an t d o cu m en ts to b e filed w ith th e S E C . Y o u can fin d in fo rm atio n ab o u t X ero x ’s ex ecu tiv e o fficers an d d irecto rs in X ero x ’s A n n u al R ep o rt o n F o rm 1 0 -K fo r th e fiscal y ear en d ed D ecem b er 3 1 , 2 0 1 6 , X ero x ’s an d su ch p erso n s’ o th er filin g s w ith th e S E C an d in X ero x ’s d efin itiv e p ro x y statem en t filed w ith th e S E C o n S ch ed u le 1 4 A .

C au tio n ary S tatem en t R eg ard in g F o rw ard -L o o k in g S tatem en ts

T h is release, an d o th er w ritten o r o ral statem en ts m ad e fro m tim e to tim e b y m an ag em en t co n tain “fo rw ard -lo o k in g statem en ts” as d efin ed in th e P riv ate S ecu rities L itig atio n R efo rm A ct o f 1 9 9 5 . T h e w o rd s “an ticip ate”, “b eliev e”, “estim ate”, “ex p ect”, “in ten d ”, “w ill”, “sh o u ld ” an d sim ilar ex p ressio n s, as th ey relate to u s, are in ten d ed to id en tify fo rw ard -lo o k in g statem en ts. T h ese statem en ts reflect m an ag em en t’s cu rren t b eliefs, assu m p tio n s an d ex p ectatio n s an d are su b ject to a n u m b er o f facto rs th at m ay cau se actu al resu lts to d iffer m aterially . S u ch facto rs in clu d e b u t are n o t lim ited to : o u r ab ility to ad d ress o u r b u sin ess ch allen g es in o rd er to rev erse rev en u e d eclin es, red u ce co sts an d in crease p ro d u ctiv ity so th at w e can in v est in an d g ro w o u r b u sin ess; ch an g es in eco n o m ic an d p o litical co n d itio n s, trad e p ro tectio n m easu res, licen sin g req u irem en ts an d tax law s in th e U n ited S tates an d in th e fo reig n co u n tries in w h ich w e d o b u sin ess; ch an g es in fo reig n cu rren cy ex ch an g e rates; o u r ab ility to su ccessfu lly d ev elo p n ew p ro d u cts, tech n o lo g ies an d serv ice o fferin g s an d to p ro tect o u r in tellectu al p ro p erty rig h ts; th e risk th at m u lti-y ear co n tracts w ith g o v ern m en tal en tities co u ld b e term in ated p rio r to th e en d o f th e co n tract term an d th at civ il o r crim in al p en alties an d ad m in istrativ e san ctio n s co u ld b e im p o sed o n u s if w e fail to co m p ly w ith th e term s o f su ch co n tracts an d ap p licab le law ; th e risk th at p artn ers, su b co n tracto rs an d so ftw are v en d o rs w ill n o t p erfo rm in a tim ely , q u ality m an n er; actio n s o f co m p etito rs an d o u r ab ility to p ro m p tly an d effectiv ely react to ch an g in g tech n o lo g ies an d cu sto m er ex p ectatio n s; o u r ab ility to o b tain ad eq u ate p ricin g fo r o u r p ro d u cts an d serv ices an d to m ain tain an d im p ro v e co st efficien cy o f o p eratio n s, in clu d in g sav in g s fro m restru ctu rin g actio n s; th e risk th at in d iv id u ally id en tifiab le in fo rm atio n o f cu sto m ers, clien ts an d em p lo y ees co u ld b e in ad v erten tly d isclo sed o r d isclo sed as a resu lt o f a b reach o f o u r secu rity sy stem s; relian ce o n th ird p arties, in clu d in g su b co n tracto rs, fo r m an u factu rin g o f p ro d u cts an d p ro v isio n o f serv ices; o u r ab ility to m an ag e ch an g es in th e p rin tin g en v iro n m en t an d ex p an d eq u ip m en t p lacem en ts; in terest rates, co st o f b o rro w in g an d access to cred it m ark ets; fu n d in g req u irem en ts asso ciated w ith o u r em p lo y ee p en sio n an d retiree h ealth b en efit p lan s; th e risk th at o u r o p eratio n s an d p ro d u cts m ay n o t co m p ly w ith ap p licab le w o rld w id e reg u lato ry req u irem en ts, p articu larly en v iro n m en tal reg u latio n s an d d irectiv es an d an ti-co rru p tio n law s; th e o u tco m e o f litig atio n an d reg u lato ry p ro ceed in g s to w h ich w e m ay b e a p arty ; th e risk th at w e d o n o t realize all o f th e ex p ected strateg ic an d

fin an cial b en efits fro m th e sep aratio n an d sp in -o ff o f o u r B u sin ess P ro cess O u tso u rcin g b u sin ess; th e effects o n o u r b u sin ess resu ltin g fro m actio n s o f activ ist sh areh o ld ers; an d o th er facto rs th at are set fo rth in th e “R isk F acto rs” sectio n , th e “L eg al P ro ceed in g s” sectio n , th e “Man ag em en t’s D iscu ssio n an d A n aly sis o f F in an cial C o n d itio n an d R esu lts o f O p eratio n s” sectio n an d o th er sectio n s o f o u r Q u arterly R ep o rts o n F o rm 1 0 -Q fo r th e q u arters en d ed March 3 1 , 2 0 1 7 , Ju n e 3 0 , 2 0 1 7 an d S ep tem b er 3 0 , 2 0 1 7 an d o u r 2 0 1 6 A n n u al R ep o rt o n F o rm 1 0 -K , as w ell as o u r C u rren t R ep o rts o n F o rm 8 -K filed w ith th e S E C . F u rth erm o re, th e actu al resu lts o f th e T ran sactio n s co u ld v ary m aterially as a resu lt o f a n u m b er o f facto rs, in clu d in g , b u t n o t lim ited to : (i) th e risk th at th e tran sactio n s m ay n o t b e co m p leted in a tim ely m an n er o r at all, w h ich m ay ad v ersely affect X ero x ’s b u sin ess an d th e p rice o f X ero x ’s co m m o n sto ck , (ii) th e failu re to satisfy th e co n d itio n s to th e co n su m m atio n o f th e tran sactio n s, in clu d in g th e receip t o f certain ap p ro v als fro m X ero x ’s sh areh o ld ers an d certain g o v ern m en tal an d reg u lato ry ap p ro v als, (iii) th e p arties m ay b e u n ab le to ach iev e ex p ected sy n erg ies an d o p eratin g efficien cies in th e tran sactio n s w ith in th e ex p ected tim e fram es o r at all, (iv ) th e tran sactio n s m ay n o t resu lt in th e accretio n to X ero x ’s earn in g s o r o th er b en efits, (v ) th e o ccu rren ce o f an y ev en t, ch an g e o r o th er circu m stan ce th at co u ld g iv e rise to th e term in atio n o f th e tran sactio n ag reem en ts, (v i) th e effect o f th e an n o u n cem en t o r p en d en cy o f th e tran sactio n s o n X ero x ’s an d /o r F u jifilm b u sin ess relatio n sh ip s, o p eratin g resu lts, an d b u sin ess g en erally , risk s related to th e p ro p o sed tran sactio n s d isru p tin g X ero x ’s cu rren t p lan s an d o p eratio n s an d p o ten tial d ifficu lties in X ero x ’s em p lo y ee reten tio n as a resu lt o f th e tran sactio n s, (v ii) risk s related to d iv ertin g m an ag em en t’s atten tio n fro m X ero x ’s o n g o in g b u sin ess o p eratio n s, (v iii) th e o u tco m e o f an y leg al p ro ceed in g s th at m ay b e in stitu ted ag ain st X ero x , its o fficers o r d irecto rs related to th e tran sactio n ag reem en ts o r th e tran sactio n s an d (ix ) th e p o ssib ility th at co m p etin g o ffers o r acq u isitio n p ro p o sals fo r X ero x w ill b e m ad e. X ero x assu m es n o o b lig atio n to u p d ate an y fo rw ard -lo o k in g statem en ts as a resu lt o f n ew in fo rm atio n o r fu tu re ev en ts o r d ev elo p m en ts, ex cep t as req u ired b y law .

F u ji X ero x C o ., L td . (“F u ji X ero x ”) is a jo in t v en tu re b etw een X ero x C o rp o ratio n an d F u jifilm in w h ich X ero x h o ld s a n o n co n tro llin g 2 5 % eq u ity in terest an d F u jifilm h o ld s th e rem ain in g eq u ity in terest. In A p ril 2 0 1 7 , F u jifilm fo rm ed an in d ep en d en t in v estig atio n co m m ittee (“IIC ”) to p rim arily co n d u ct a rev iew o f th e ap p ro p riaten ess o f th e acco u n tin g p ractices at F u ji X ero x ’s N ew Z ealan d su b sid iary an d at o th er su b sid iaries. T h e IIC co m p leted its rev iew d u rin g th e seco n d q u arter 2 0 1 7 an d id en tified ag g reg ate ad ju stm en ts to F u ji X ero x ’s fin an cial statem en ts o f ap p ro x im ately JP Y 4 0 b illio n (ap p ro x im ately $ 3 6 0 m illio n ) p rim arily related to m isstatem en ts at F u ji X ero x ’s N ew Z ealan d an d A u stralian su b sid iaries. We d eterm in ed th at o u r sh are o f th e to tal ad ju stm en ts id en tified as p art o f th e in v estig atio n w as ap p ro x im ately $ 9 0 m illio n an d im p acted o u r fiscal y ears 2 0 0 9 th ro u g h 2 0 1 7 . We co n clu d ed th at w e sh o u ld rev ise o u r p rev io u sly issu ed an n u al an d in terim co n so lid ated fin an cial statem en ts fo r 2 0 1 4 , 2 0 1 5 an d 2 0 1 6 an d th e first q u arter o f 2 0 1 7 th e n ex t tim e th ey are filed . O u r rev iew o f th is m atter h as b een co m p leted . H o w ev er, F u jifilm an d F u ji X ero x co n tin u e to rev iew F u jifilm ’s o v ersig h t an d g o v ern an ce o f F u ji X ero x as w ell as F u ji X ero x ’s o v ersig h t an d g o v ern an ce o v er its b u sin esses in lig h t o f th e fin d in g s o f th e IIC . A t th is tim e, w e can p ro v id e n o assu ran ces relativ e to th e o u tco m e o f an y p o ten tial g o v ern m en tal in v estig atio n s o r an y co n seq u en ces th ereo f th at m ay h ap p en as a resu lt o f th is m atter.

F U JIF IL M V alu e fro m In n o v atio n F U JIF IL M: C O N T IN U O U S IN N O V A T IO N A C R O S S T H E G L O B E A H isto ry o f In n o v atio n F o u n d ed in 1 9 3 4 as a Jap an ese p h o to g rap h ic film m an u factu rer, F u jifilm h as sin ce its in cep tio n b een co m m itted to d ev elo p in g lead in g -ed g e, p ro p rietary tech n o lo g ies b y lev erag in g its p h o to g rap h y ex p ertise in to o th er p ro d u cts an d m ark ets. Its b u sin esses to d ay sp an a d iv ersified ran g e o f p ro d u ct seg m en ts b ased o n a p o rtfo lio o f ch em ical, m ech an ical, o p tical, electro n ic an d im ag in g tech n o lo g ies. A h ig h ly v isib le ex am p le o f F u jifilm ’s ev o lu tio n is h o w th e C o m p an y su ccessfu lly en g in eered tran sfo rm ativ e in n o v atio n an d p ro d u ct d iv ersificatio n th ro u g h sig n ifican t o rg an izatio n al ch an g e an d ag g ressiv e in v estm en t in to n ew field s as co n su m er film d em an d d eclin ed fro m its p eak in 2 0 0 0 . O v er th e y ears, stead y g ro w th an d g lo b al d iv ersificatio n h av e b een ach iev ed th ro u g h F u jifilm ’s co m b in atio n o f cap ital in v estm en t, R & D in v estm en t, an d strateg ic M& A . E x am p le o f C o m m itm en t to V alu e C reatio n In In k jets, F u jifilm su ccessfu lly p u rsu ed strateg ic acq u isitio n s—in clu d in g F U JIF IL M D im atix in th e U .S . an d F U JIF IL M Im ag in g C o lo ran ts an d F U JIF IL M S p ecialty In k S y stem s in th e U K —an d as a resu lt, d ev elo p ed n ew state-o f-th e-art p rin tin g tech n o lo g ies. T h ese effo rts h elp ed b rin g to m ark et th e first n ex t-g en eratio n in k jet d ig ital p rin ter fo r co m m ercial p rin tin g , o fferin g su p erio r h ig h -sp eed an d h ig h -q u ality im ag es. F u jifilm ’s o n g o in g co m m itm en t to cu ttin g -ed g e p ro d u cts w ill en ab le its fu tu re g ro w th —ad v an cin g n ew tech n o lo g ies in n ew m ark ets. H ead q u arters: T o k y o , Jap an E stab lish ed : Jan u ary 2 0 , 1 9 3 4 C o n so lid ated R ev en u e: $ 2 0 .7 b illio n (¥ 2 ,3 2 2 .2 b illio n ) O p eratin g In co m e: $ 1 .5 b illio n (¥ 1 7 2 .3 b illio n ) N et in co m e attrib u tab le to F U JIF IL M H o ld in g s: $ 1 .2 b illio n (¥ 1 3 1 .5 b illio n ) N u m b er o f G ro u p C o m p an ies: 2 7 7 E m p lo y ees: 7 8 ,5 0 1 L ead ersh ip : S h ig etak a K o m o ri, C h airm an an d C E O K en ji S u k en o , P resid en t & C O O * A s o f March 3 1 , 2 0 1 7 at an ex ch an g e rate o f 1 1 2 y en to th e U .S . d o llar

H ig h ly D iv ersified B u sin ess P o rtfo lio [G R A P H IC A P P E A R S H E R E ]L ev erag in g its u n iq u e tech n o lo g ical cap ab ilities, F u jifilm h as ex p an d ed its b u sin ess p o rtfo lio to en co m p ass th ree d iv ersified seg m en ts: Im ag in g S o lu tio n s In fo rm atio n S o lu tio n s D o cu m en t S o lu tio n s S ix K ey G ro w th D riv ers With in th ese seg m en ts, th e C o m p an y ’s g ro w th strateg y is cen tered o n 6 field s: H ealth care (m ed ical sy stem s, p h arm aceu ticals, b io C D MO , reg en erativ e m ed icin e, an d co sm etics) H ig h ly F u n ctio n al Materials G rap h ic S y stem s D o cu m en t S o lu tio n s O p tical D ev ices D ig ital Im ag in g F Y 2 0 1 7 /3 R ev en u e ap p ro x . $ 2 0 .7 b illio n ¥ 2 ,3 2 2 .2 b illio n at an ex ch an g e rate o f 1 1 2 y en to th e U .S . d o llar G lo b al E x p an sio n , w ith L o n g stan d in g P resen ce in N o rth A m erica A s F u jifilm h as b ro ad en ed its o fferin g s o v er th e d ecad es, it h as sim u ltan eo u sly p u rsu ed g eo g rap h ic ex p an sio n an d g lo b al scale, an d to d ay it h as n early 8 0 ,0 0 0 em p lo y ees w o rld w id e. A s early as th e 1 9 5 0 s, F u jifilm b ran ch ed o u t an d estab lish ed su b sid iaries o n o th er co n tin en ts. F u jifilm estab lish ed its U .S . o p eratio n s in 1 9 6 5 , an d o p en ed its S o u th C aro lin a m an u factu rin g facility in 1 9 8 9 . T h e C o m p an y en tered a critical p artn ersh ip w ith X ero x in 1 9 6 2 , fo rm in g F u ji X ero x as a jo in t v en tu re in Jap an . F u ji X ero x h as b een an en g in e o f in n o v atio n fo r F u jifilm an d a su ccessfu l cro ss-b o rd er co llab o ratio n fo r 5 6 y ears. T o d ay F U JIF IL M H o ld in g s A m erica C o rp o ratio n o p erates in 2 7 states, w ith 1 8 co m p an ies an d ap p ro x im ately 6 ,0 0 0 em p lo y ees, serv in g a b ro ad sp ectru m o f in d u stries in th e U .S . T h ese in clu d e m ed ical d ig ital rad io g rap h y , w o m en ’s h ealth , en d o sco p y , u ltraso u n d , m ed ical in fo rm atics, b io C D MO b io p h arm aceu ticals, reg en erativ e m ed icin e, g rap h ic sy stem s, sem ico n d u cto r m aterials, o p tical d ev ices, reco rd in g m ed ia, p h o to im ag in g an d d ig ital im ag in g . G lo b al E x p an sio n , w ith L o n g stan d in g P resen ce in N o rth A m erica A s F u jifilm h as b ro ad en ed its o fferin g s o v er th e d ecad es, it h as sim u ltan eo u sly p u rsu ed g eo g rap h ic ex p an sio n an d g lo b al scale, an d to d ay it h as n early 8 0 ,0 0 0 em p lo y ees w o rld w id e. A s early as th e 1 9 5 0 s, F u jifilm b ran ch ed o u t an d estab lish ed su b sid iaries o n o th er co n tin en ts. F u jifilm estab lish ed its U .S . o p eratio n s in 1 9 6 5 , an d o p en ed its S o u th C aro lin a m an u factu rin g facility in 1 9 8 9 . T h e C o m p an y en tered a critical p artn ersh ip w ith X ero x in 1 9 6 2 ,

fo rm in g F u ji X ero x as a jo in t v en tu re in Jap an . F u ji X ero x h as b een an en g in e o f in n o v atio n fo r F u jifilm an d a su ccessfu l cro ss-b o rd er co llab o ratio n fo r 5 6 y ears. T o d ay F U JIF IL M H o ld in g s A m erica C o rp o ratio n o p erates in 2 7 states, w ith 1 8 co m p an ies an d ap p ro x im ately 6 ,0 0 0 em p lo y ees, serv in g a b ro ad sp ectru m o f in d u stries in th e U .S . o T h ese in clu d e m ed ical d ig ital rad io g rap h y , w o m en ’s h ealth , en d o sco p y , u ltraso u n d , m ed ical in fo rm atics, b io C D MO b io p h arm aceu ticals, reg en erativ e m ed icin e, g rap h ic sy stem s, sem ico n d u cto r m aterials, o p tical d ev ices, reco rd in g m ed ia, p h o to im ag in g an d d ig ital im ag in g . G lo b al E x p an sio n , w ith L o n g stan d in g P resen ce in N o rth A m erica A s F u jifilm h as b ro ad en ed its o fferin g s o v er th e d ecad es, it h as sim u ltan eo u sly p u rsu ed g eo g rap h ic ex p an sio n an d g lo b al scale, an d to d ay it h as n early 8 0 ,0 0 0 em p lo y ees w o rld w id e. A s early as th e 1 9 5 0 s, F u jifilm b ran ch ed o u t an d estab lish ed su b sid iaries o n o th er co n tin en ts. F u jifilm estab lish ed its U .S . o p eratio n s in 1 9 6 5 , an d o p en ed its S o u th C aro lin a m an u factu rin g facility in 1 9 8 9 . T h e C o m p an y en tered a critical p artn ersh ip w ith X ero x in 1 9 6 2 , fo rm in g F u ji X ero x as a jo in t v en tu re in Jap an . F u ji X ero x h as b een an en g in e o f in n o v atio n fo r F u jifilm an d a su ccessfu l cro ss-b o rd er co llab o ratio n fo r 5 6 y ears. T o d ay F U JIF IL M H o ld in g s A m erica C o rp o ratio n o p erates in 2 7 states, w ith 1 8 co m p an ies an d ap p ro x im ately 6 ,0 0 0 em p lo y ees, serv in g a b ro ad sp ectru m o f in d u stries in th e U .S . o T h ese in clu d e m ed ical d ig ital rad io g rap h y , w o m en ’s h ealth , en d o sco p y , u ltraso u n d , m ed ical in fo rm atics, b io C D MO b io p h arm aceu ticals, reg en erativ e m ed icin e, g rap h ic sy stem s, sem ico n d u cto r m aterials, o p tical d ev ices, reco rd in g m ed ia, p h o to im ag in g an d d ig ital im ag in g .

A d d itio n al In fo rm atio n an d Wh ere to F in d It

T h is release m ay b e d eem ed to b e so licitatio n m aterial in resp ect o f th e tran sactio n s w ith F U JIF IL M H o ld in g s C o rp o ratio n (“F u jifilm ) d escrib ed h erein (th e “T ran sactio n s”) an d /o r th e m atters to b e co n sid ered at th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g o f S h areh o ld ers. In co n n ectio n w ith th e T ran sactio n s an d th e 2 0 1 8 A n n u al Meetin g , X ero x p lan s to file w ith th e S ecu rities an d E x ch an g e C o m m issio n (“S E C ”) an d fu rn ish to X ero x ’s sh areh o ld ers o n e o r m o re p ro x y statem en ts an d o th er relev an t d o cu m en ts. B E F O R E MA K IN G A N Y V O T IN G D E C IS IO N , X E R O X ’S S H A R E H O L D E R S A R E U R G E D T O R E A D T H E P R O X Y S T A T E ME N T (S ) IN T H E IR E N T IR E T Y WH E N T H E Y B E C O ME A V A IL A B L E A N D A N Y O T H E R D O C U ME N T S T O B E F IL E D WIT H T H E S E C IN C O N N E C T IO N WIT H T H E T R A N S A C T IO N S A N D /O R T H E C O MP A N Y ’S 2 0 1 8 A N N U A L ME E T IN G O R IN C O R P O R A T E D B Y R E F E R E N C E IN T H E P R O X Y S T A T E ME N T S B E C A U S E T H E Y WIL L C O N T A IN IMP O R T A N T IN F O R MA T IO N A B O U T T H E T R A N S A C T IO N S A N D /O R T H E C O MP A N Y ’S 2 0 1 8 A N N U A L ME E T IN G A N D T H E P A R T IE S R E L A T E D T H E R E T O . X ero x ’s sh areh o ld ers w ill b e ab le to o b tain a free co p y o f d o cu m en ts filed w ith th e S E C at th e S E C ’s w eb site at h ttp ://w w w .sec.g o v . In ad d itio n , X ero x ’s sh areh o ld ers m ay o b tain a free co p y o f X ero x ’s filin g s w ith th e S E C fro m X ero x ’s w eb site at h ttp ://w w w .x ero x .co m u n d er th e h ead in g “In v esto r R elatio n s” an d th en u n d er th e h ead in g “S E C F ilin g s.”

P articip an ts in th e S o licitatio n

T h e d irecto rs, ex ecu tiv e o fficers an d certain o th er m em b ers o f m an ag em en t an d em p lo y ees o f X ero x m ay b e d eem ed “p articip an ts” in th e so licitatio n o f p ro x ies fro m sh areh o ld ers o f X ero x in fav o r o f th e T ran sactio n s o r in co n n ectio n w ith th e m atters to b e co n sid ered at th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g . In fo rm atio n reg ard in g th e p erso n s w h o m ay , u n d er th e ru les o f th e S E C , b e co n sid ered p articip an ts in th e so licitatio n o f th e sh areh o ld ers o f X ero x in co n n ectio n w ith th e T ran sactio n s o r th e C o m p an y ’s 2 0 1 8 A n n u al Meetin g w ill b e set fo rth in th e ap p licab le p ro x y statem en t an d o th er relev an t d o cu m en ts to b e filed w ith th e S E C . Y o u can fin d in fo rm atio n ab o u t X ero x ’s ex ecu tiv e o fficers an d d irecto rs in X ero x ’s A n n u al R ep o rt o n F o rm 1 0 -K fo r th e fiscal y ear en d ed D ecem b er 3 1 , 2 0 1 6 , X ero x ’s an d su ch p erso n s’ o th er filin g s w ith th e S E C an d in X ero x ’s d efin itiv e p ro x y statem en t filed w ith th e S E C o n S ch ed u le 1 4 A .

C au tio n ary S tatem en t R eg ard in g F o rw ard -L o o k in g S tatem en ts

T h is release, an d o th er w ritten o r o ral statem en ts m ad e fro m tim e to tim e b y m an ag em en t co n tain “fo rw ard -lo o k in g statem en ts” as d efin ed in th e P riv ate S ecu rities L itig atio n R efo rm A ct o f 1 9 9 5 . T h e w o rd s “an ticip ate”, “b eliev e”, “estim ate”, “ex p ect”, “in ten d ”, “w ill”, “sh o u ld ” an d sim ilar ex p ressio n s, as th ey relate to u s, are in ten d ed to id en tify fo rw ard -lo o k in g statem en ts. T h ese statem en ts reflect m an ag em en t’s cu rren t b eliefs, assu m p tio n s an d ex p ectatio n s an d are su b ject to a n u m b er o f facto rs th at m ay cau se actu al resu lts to d iffer m aterially . S u ch facto rs in clu d e b u t are n o t lim ited to : o u r ab ility to ad d ress o u r b u sin ess ch allen g es in o rd er to rev erse rev en u e d eclin es, red u ce co sts an d in crease p ro d u ctiv ity so th at w e can in v est in an d g ro w o u r b u sin ess; ch an g es in eco n o m ic an d p o litical co n d itio n s, trad e p ro tectio n m easu res, licen sin g req u irem en ts an d tax law s in th e U n ited S tates an d in th e fo reig n co u n tries in w h ich w e d o b u sin ess; ch an g es in fo reig n cu rren cy ex ch an g e rates; o u r ab ility to su ccessfu lly d ev elo p n ew p ro d u cts, tech n o lo g ies an d serv ice o fferin g s an d to p ro tect o u r in tellectu al p ro p erty rig h ts; th e risk th at m u lti-y ear co n tracts w ith g o v ern m en tal en tities co u ld b e term in ated p rio r to th e en d o f th e co n tract term an d th at civ il o r crim in al p en alties an d ad m in istrativ e san ctio n s co u ld b e im p o sed o n u s if w e fail to co m p ly w ith th e term s o f su ch co n tracts an d ap p licab le law ; th e risk th at p artn ers, su b co n tracto rs an d so ftw are v en d o rs w ill n o t p erfo rm in a tim ely , q u ality m an n er; actio n s o f co m p etito rs an d o u r ab ility to p ro m p tly an d effectiv ely react to ch an g in g tech n o lo g ies an d cu sto m er ex p ectatio n s; o u r ab ility to o b tain ad eq u ate p ricin g fo r o u r p ro d u cts an d serv ices an d to m ain tain an d im p ro v e co st efficien cy o f o p eratio n s, in clu d in g sav in g s fro m restru ctu rin g actio n s; th e risk th at in d iv id u ally id en tifiab le in fo rm atio n o f cu sto m ers, clien ts an d em p lo y ees co u ld b e in ad v erten tly d isclo sed o r d isclo sed as a resu lt o f a b reach o f o u r secu rity sy stem s; relian ce o n th ird p arties, in clu d in g su b co n tracto rs, fo r m an u factu rin g o f p ro d u cts an d p ro v isio n o f serv ices; o u r ab ility to m an ag e ch an g es in th e p rin tin g en v iro n m en t an d ex p an d eq u ip m en t p lacem en ts; in terest rates, co st o f b o rro w in g an d access to cred it m ark ets; fu n d in g req u irem en ts asso ciated w ith o u r em p lo y ee p en sio n an d retiree h ealth b en efit p lan s; th e risk th at o u r o p eratio n s an d p ro d u cts m ay n o t co m p ly w ith ap p licab le w o rld w id e reg u lato ry req u irem en ts, p articu larly en v iro n m en tal reg u latio n s an d d irectiv es an d an ti-co rru p tio n law s; th e o u tco m e o f litig atio n an d reg u lato ry p ro ceed in g s to w h ich w e m ay b e a p arty ; th e risk th at w e d o n o t realize all o f th e ex p ected strateg ic an d

fin an cial b en efits fro m th e sep aratio n an d sp in -o ff o f o u r B u sin ess P ro cess O u tso u rcin g b u sin ess; th e effects o n o u r b u sin ess resu ltin g fro m actio n s o f activ ist sh areh o ld ers; an d o th er facto rs th at are set fo rth in th e “R isk F acto rs” sectio n , th e “L eg al P ro ceed in g s” sectio n , th e “Man ag em en t’s D iscu ssio n an d A n aly sis o f F in an cial C o n d itio n an d R esu lts o f O p eratio n s” sectio n an d o th er sectio n s o f o u r Q u arterly R ep o rts o n F o rm 1 0 -Q fo r th e q u arters en d ed March 3 1 , 2 0 1 7 , Ju n e 3 0 , 2 0 1 7 an d S ep tem b er 3 0 , 2 0 1 7 an d o u r 2 0 1 6 A n n u al R ep o rt o n F o rm 1 0 -K , as w ell as o u r C u rren t R ep o rts o n F o rm 8 -K filed w ith th e S E C . F u rth erm o re, th e actu al resu lts o f th e T ran sactio n s co u ld v ary m aterially as a resu lt o f a n u m b er o f facto rs, in clu d in g , b u t n o t lim ited to : (i) th e risk th at th e tran sactio n s m ay n o t b e co m p leted in a tim ely m an n er o r at all, w h ich m ay ad v ersely affect X ero x ’s b u sin ess an d th e p rice o f X ero x ’s co m m o n sto ck , (ii) th e failu re to satisfy th e co n d itio n s to th e co n su m m atio n o f th e tran sactio n s, in clu d in g th e receip t o f certain ap p ro v als fro m X ero x ’s sh areh o ld ers an d certain g o v ern m en tal an d reg u lato ry ap p ro v als, (iii) th e p arties m ay b e u n ab le to ach iev e ex p ected sy n erg ies an d o p eratin g efficien cies in th e tran sactio n s w ith in th e ex p ected tim e fram es o r at all, (iv ) th e tran sactio n s m ay n o t resu lt in th e accretio n to X ero x ’s earn in g s o r o th er b en efits, (v ) th e o ccu rren ce o f an y ev en t, ch an g e o r o th er circu m stan ce th at co u ld g iv e rise to th e term in atio n o f th e tran sactio n ag reem en ts, (v i) th e effect o f th e an n o u n cem en t o r p en d en cy o f th e tran sactio n s o n X ero x ’s an d /o r F u jifilm b u sin ess relatio n sh ip s, o p eratin g resu lts, an d b u sin ess g en erally , risk s related to th e p ro p o sed tran sactio n s d isru p tin g X ero x ’s cu rren t p lan s an d o p eratio n s an d p o ten tial d ifficu lties in X ero x ’s em p lo y ee reten tio n as a resu lt o f th e tran sactio n s, (v ii)

risk s related to d iv ertin g m an ag em en t’s atten tio n fro m X ero x ’s o n g o in g b u sin ess o p eratio n s, (v iii) th e o u tco m e o f an y leg al p ro ceed in g s th at m ay b e in stitu ted ag ain st X ero x , its o fficers o r d irecto rs related to th e tran sactio n ag reem en ts o r th e tran sactio n s an d (ix ) th e p o ssib ility th at co m p etin g o ffers o r acq u isitio n p ro p o sals fo r X ero x w ill b e m ad e. X ero x assu m es n o o b lig atio n to u p d ate an y fo rw ard -lo o k in g statem en ts as a resu lt o f n ew in fo rm atio n o r fu tu re ev en ts o r d ev elo p m en ts, ex cep t as req u ired b y law .

F u ji X ero x C o ., L td . (“F u ji X ero x ”) is a jo in t v en tu re b etw een X ero x C o rp o ratio n an d F u jifilm in w h ich X ero x h o ld s a n o n co n tro llin g 2 5 % eq u ity in terest an d F u jifilm h o ld s th e rem ain in g eq u ity in terest. In A p ril 2 0 1 7 , F u jifilm fo rm ed an in d ep en d en t in v estig atio n co m m ittee (“IIC ”) to p rim arily co n d u ct a rev iew o f th e ap p ro p riaten ess o f th e acco u n tin g p ractices at F u ji X ero x ’s N ew Z ealan d su b sid iary an d at o th er su b sid iaries. T h e IIC co m p leted its rev iew d u rin g th e seco n d q u arter 2 0 1 7 an d id en tified ag g reg ate ad ju stm en ts to F u ji X ero x ’s fin an cial statem en ts o f ap p ro x im ately JP Y 4 0 b illio n (ap p ro x im ately $ 3 6 0 m illio n ) p rim arily related to m isstatem en ts at F u ji X ero x ’s N ew Z ealan d an d A u stralian su b sid iaries. We d eterm in ed th at o u r sh are o f th e to tal ad ju stm en ts id en tified as p art o f th e in v estig atio n w as ap p ro x im ately $ 9 0 m illio n an d im p acted o u r fiscal y ears 2 0 0 9 th ro u g h 2 0 1 7 . We co n clu d ed th at w e sh o u ld rev ise o u r p rev io u sly issu ed an n u al an d in terim co n so lid ated fin an cial statem en ts fo r 2 0 1 4 , 2 0 1 5 an d 2 0 1 6 an d th e first q u arter o f 2 0 1 7 th e n ex t tim e th ey are filed . O u r rev iew o f th is m atter h as b een co m p leted . H o w ev er, F u jifilm an d F u ji X ero x co n tin u e to rev iew F u jifilm ’s o v ersig h t an d g o v ern an ce o f F u ji X ero x as w ell as F u ji X ero x ’s o v ersig h t an d g o v ern an ce o v er its b u sin esses in lig h t o f th e fin d in g s o f th e IIC . A t th is tim e, w e can p ro v id e n o assu ran ces relativ e to th e o u tco m e o f an y p o ten tial g o v ern m en tal in v estig atio n s o r an y co n seq u en ces th ereo f th at m ay h ap p en as a resu lt o f th is m atter.

Exhibit 3

On January 31, 2018, the following communication was sent from Jeff Jacobson, Chief Executive Officer of Xerox Corporation, to all Xerox employeesand was posted on the company’s internal website.

Team Xerox,

It is an exciting new day for our company. This morning we announced that Xerox and Fuji Xerox will combine into one company to create a global leader ininnovative print technologies and intelligent work solutions. We also announced our fourth-quarter financial results that demonstrated meaningfulimprovement across all key metrics and put us in a position of strength as we enter 2018.

Before I elaborate on our encouraging financial performance, I would like to provide more insight into the Fuji Xerox transaction and what makes thecombination so compelling for our customers and you.

Better. Together. – Xerox and Fuji Xerox

The combination of Xerox and Fuji Xerox will position us to better compete in today’s marketplace, creating a company with truly global scale, an increasedpresence in fast-growing markets, and innovation capabilities to effectively meet our customers’ rapidly evolving demands. In addition, the combinedcompany’s strong financial profile will enable investments that support continued market leadership, while also providing opportunities to increaseshareholder value. Combining Xerox and Fuji Xerox expands our longstanding partnership withFujifilm Holdings and is the right next step for our company. By joining forces,we will be able to better structure how we work together to become a strongercompany. We will align core competencies such as manufacturing, supply chainand R&D. We will also make the best use of our combined resources to growmarket share and innovate for our customers. This move will enable us to face our competition head on, by furtherstrengthening our total portfolio and improving our time-to-market. Thistransaction will also accelerate our expansion and entry in growing areas such ashigh-speed inkjet, packaging, industrial printing and workplace automation, aswell as future development opportunities in artificial intelligence, machinelearning, the Internet of Things and augmented reality. As part of this transaction, we intend to eliminate $1.7 billion of costs by 2022.Of this, $450 million will come from a program beginning immediately in thecurrent Fuji Xerox operations. Separately, we will continue to implement XeroxStrategic Transformation initiatives to keep our operations financially fit. Thiswill mean continued enhancements to simplify our operations, which will put usin a better position to invest in the areas that are necessary to lead the evolutionof our industry.

Founded 56 years ago, Fuji Xerox is a joint venture between FujifilmHoldings and Xerox, and is one of the most successful cross-bordercollaborations between U.S. and Japanese companies. Xerox currently hasa 25 percent ownership stake; Fujifilm has the other 75 percent. The New Fuji Xerox

Following the completion of the proposed transaction, the new FujiXerox will have a presence in over 180 countries, approximately$18 billion in annual revenue, a strong portfolio of more than 11,000patents, with manufacturing sites and innovation labs across the world. Current Xerox shareholders will own 49.9 percent of the combinedcompany, and Fujifilm will own the remaining 50.1 percent. For more information, view theThe New Fuji Xerox Fact Sheet.

We expect the transaction, which requires Xerox shareholder approval, to close in the second half of 2018. For now, both companies will continue to beseparate, independent organizations and will operate as usual. Over the coming months, we will plan how to best integrate the two organizations. I assure youthat we will be thoughtful in the planning process and that we are committed to ongoing communications with you. To that end, we’ve created a special siteon The Hub where you can find more information, including an employee FAQ and tools to help you share the announcement with your customers.

I’m honored to have been named the CEO of the new company – which will be called Fuji Xerox. We will continue to go to market under the iconic Xeroxbrand in our current operating regions, and the Fuji Xerox brand will be used in its current regions. The new company will maintain dual headquarters inNorwalk, CT and Minato, Tokyo, Japan.

You will hear a lot of talk about the transaction in the coming weeks, but it is important that we all stay focused on the task of supporting our customers. Inturn, I am committed to sharing updates as we progress toward one combined company.

Fourth-Quarter and Full Year 2017 Earnings

While our decision to combine with Fuji Xerox is likely to be the headline of the day, I am very proud of the strong fourth-quarter results we reported thismorning – and you should be too. We made significant improvements, and for this, I thank you. Here are the financial highlights for the quarter:

• Total revenue was $2.7 billion, up 0.5 percent year-over-year, or down 2 percent in constant currency. This is a meaningful improvement over the5 percent decline in the fourth quarter of last year.

• Equipment sale revenue grew for the first time in many quarters – up 4.3 percent, or 1.5 percent in constant currency. We set a goal to grow

equipment sale revenue, and we did it! This is the result of all of the new products launched during the year and our continued channelexpansion.

• Strategic Transformation initiatives contributed to a solid operating profit margin of 14.4 percent, up 0.2 points over last year, while supportinginvestments to drive growth and simplification.

• During the quarter, like many U.S. multi-national companies, we took a non-cash charge of $400 million related to the enactment of the U.S. tax

reform. Including this charge, we had a fourth-quarter GAAP loss from continuing operations of 78 cents per share. On an adjusted basis, whichexcludes the charge, our earnings per share was $1.04, up 4 cents year-over year.

This solid performance in the quarter enabled us to deliver on the full-year goals we set for the company. It really was a team effort. When we look at theindividual organizations, although not every organization met every line item of their plan, there was a strong effort across the board. In total, we did what wesaid we would do – and delivered on our commitments. Thank you.

Moving Forward

I know there has been a significant amount of change in the last few years. Your determination and dedication to Xerox have enabled us to continueimproving the company’s performance and to build the foundation for a bright future.

Our top priority remains delivering on our 2018 priorities, as outlined in my year-start letter. Today’s announcement should not affect your day-to-dayresponsibilities. We must all maintain a relentless focus on our customers and delivering on our individual goal plans so that together, we achieve ouroperational and financial goals again this year.

I’m sure you have questions about today’s announcements. I will be hosting an all-employee Webcast today at 11am (EDT) to discuss the news. In thefollowing days and weeks, the leadership team will hold communications sessions, town halls and roundtables across many Xerox locations to address yourquestions.

Thank you for the contributions you make every day to our company’s success. I am enthusiastic about our future, and I hope you share in my excitement.

Jeff JacobsonChief Executive Officer

Additional Information and Where to Find It

This release may be deemed to be solicitation material in respect of the transactions with FUJIFILM Holdings Corporation (“Fujifilm”) described herein (the“Transactions”) and/or the matters to be considered at the Company’s 2018 Annual Meeting of Shareholders. In connection with the Transactions and the2018 Annual Meeting, Xerox plans to file with the Securities and Exchange Commission (“SEC”) and furnish to Xerox’s shareholders one or more proxystatements and other relevant documents. BEFORE MAKING ANY VOTING DECISION, XEROX’S SHAREHOLDERS ARE URGED TO READ THE PROXYSTATEMENT(S) IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC INCONNECTION WITH THE TRANSACTIONS AND/OR THE COMPANY’S 2018 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THEPROXY STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND/OR THE COMPANY’S2018 ANNUAL MEETING AND THE PARTIES RELATED THERETO. Xerox’s shareholders will be able to obtain a free copy of documents filed with theSEC at the SEC’s website at http://www.sec.gov. In addition, Xerox’s shareholders may obtain a free copy of Xerox’s filings with the SEC from Xerox’swebsite at http://www.xerox.com under the heading “Investor Relations” and then under the heading “SEC Filings.”

Participants in the Solicitation

The directors, executive officers and certain other members of management and employees of Xerox may be deemed “participants” in the solicitation ofproxies from shareholders of Xerox in favor of the Transactions or in connection with the matters to be considered at the Company’s 2018 Annual Meeting.Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Xerox inconnection with the Transactions or the Company’s 2018 Annual Meeting will be set forth in the applicable proxy statement and other relevant documents tobe filed with the SEC. You can find information about Xerox’s executive officers and directors in Xerox’s Annual Report on Form 10-K for the fiscal yearended December 31, 2016, Xerox’s and such persons’ other filings with the SEC and in Xerox’s definitive proxy statement filed with the SEC on Schedule14A.

Cautionary Statement Regarding Forward-Looking Statements

This release, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the PrivateSecurities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should” and similar expressions, as theyrelate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and aresubject 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 businesschallenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; changes in economicand political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we dobusiness; changes in foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect ourintellectual property rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and thatcivil 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; therisk that partners, subcontractors and software vendors will not perform in a timely, quality manner; actions of competitors and our ability to promptly andeffectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintainand improve cost efficiency of operations, including savings from restructuring actions; the risk that individually identifiable information of customers,clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems; reliance on third parties, includingsubcontractors, for manufacturing of products and provision of services; our ability to manage changes in the printing environment and expand equipmentplacements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with our employee pension and retiree healthbenefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmentalregulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; the risk that we do notrealize all of

the expected strategic and financial benefits from the separation and spin-off of our Business Process Outsourcing business; the effects on our businessresulting from actions of activist shareholders; 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 Form10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 and our 2016 Annual Report on Form 10-K, as well as our CurrentReports on Form 8-K filed with the SEC. Furthermore, the actual results of the Transactions could vary materially as a result of a number of factors, including,but not limited to: (i) the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect Xerox’s business and theprice of Xerox’s common stock, (ii) the failure to satisfy the conditions to the consummation of the transactions, including the receipt of certain approvalsfrom Xerox’s shareholders and certain governmental and regulatory approvals, (iii) the parties may be unable to achieve expected synergies and operatingefficiencies in the transactions within the expected time frames or at all, (iv) the transactions may not result in the accretion to Xerox’s earnings or otherbenefits, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreements, (vi) the effect ofthe announcement or pendency of the transactions on Xerox’s and/or Fujifilm business relationships, operating results, and business generally, risks relatedto the proposed transactions disrupting Xerox’s current plans and operations and potential difficulties in Xerox’s employee retention as a result of thetransactions, (vii) risks related to diverting management’s attention from Xerox’s ongoing business operations, (viii) the outcome of any legal proceedingsthat may be instituted against Xerox, its officers or directors related to the transaction agreements or the transactions and (ix) the possibility that competingoffers or acquisition proposals for Xerox will be made. Xerox assumes no obligation to update any forward-looking statements as a result of new informationor future events or developments, except as required by law.

Fuji Xerox Co., Ltd. (“Fuji Xerox”) is a joint venture between Xerox Corporation and Fujifilm in which Xerox holds a noncontrolling 25% equity interestand Fujifilm holds the remaining equity interest. In April 2017, Fujifilm formed an independent investigation committee (“IIC”) to primarily conduct areview of the appropriateness of the accounting practices at Fuji Xerox’s New Zealand subsidiary and at other subsidiaries. The IIC completed its reviewduring the second quarter 2017 and identified aggregate adjustments to Fuji Xerox’s financial statements of approximately JPY 40 billion (approximately$360 million) primarily related to misstatements at Fuji Xerox’s New Zealand and Australian subsidiaries. We determined that our share of the totaladjustments identified as part of the investigation was approximately $90 million and impacted our fiscal years 2009 through 2017. We concluded that weshould revise our previously issued annual and interim consolidated financial statements for 2014, 2015 and 2016 and the first quarter of 2017 the next timethey are filed. Our review of this matter has been completed. However, Fujifilm and Fuji Xerox continue to review Fujifilm’s oversight and governance of FujiXerox as well as Fuji Xerox’s oversight and governance over its businesses in light of the findings of the IIC. At this time, we can provide no assurancesrelative to the outcome of any potential governmental investigations or any consequences thereof that may happen as a result of this matter.

Exhibit 4

On January 31, 2018, the following questions and answers were posted on Xerox Corporation’s internal website.

The New Fuji Xerox

What it Means for Employees

Xerox and Fujifilm Holdings announced an agreement to combine Xerox and Fuji Xerox, creating a global leader in innovative print technologies andintelligent work solutions. The proposed transaction is anticipated to be completed during the second half of 2018.

Although many of the details of this transaction are still being determined, below are some of the questions you may have that we can currently answer. Moreinformation will be provided as it becomes available.Until the transaction closes, it is important that we continue to operate business as usual and that we focus on delivering on our commitments and serving ourcustomers.

Why did Xerox decide to combine with Fuji Xerox? By integrating with Fuji Xerox, our combined company will be better positioned to compete in today’smarketplace with truly global scale, an increased presence in fast-growing markets, and innovation capabilities to effectively meet our customers’ rapidlyevolving demands. The proposed combination will build on our 56-year history of working together.

Why didn’t Xerox purchase Fuji Xerox?

Based on a comprehensive review of our strategic and financial alternatives led by the independent directors on Xerox’s Board, we believed that the bestmove is the proposed transaction with Fuji Xerox.

Where will the combined company be headquartered?

The new Fuji Xerox will have dual headquarters in Norwalk, CT and in Minato, Tokyo, Japan.

Who will be the CEO of the new Fuji Xerox?

Jeff Jacobson will serve as the chief executive officer of the combined company. The leadership team will reflect the management strengths and capabilitiesof both companies.

If our results are good and our strategy is working, why are we doing this?

The company’s fourth quarter 2017 results were good, and we are seeing progress on our strategy. The proposed combination with Fuji Xerox provides a step-function change to the longer-term prospects for our company. The combined company will have global scale with an increased presence in fast-growingmarkets, and innovation capabilities to meet our customers’ rapidly evolving demands.

What happens to the iconic Xerox brand?

The combined company will maintain the “Xerox” and “Fuji Xerox” brands, each used in their current operating regions.

What are the plans for integration? Who will lead the integration process?

Both companies will continue to be separate, independent organizations and will operate business as usual until the close of the transaction. Over the comingmonths, we will form an integration planning team, which will include members of both organizations. This team will develop plans on how to best bring thecompanies together. We will provide updates as decisions are made and additional details are available.

What will the new organizational structure look like?

It is too early to speculate about any new structure. The integration process takes time, and we are still in the very early stages. The management team iscommitted to keeping you updated regarding important developments as we progress toward the close.

Will jobs be eliminated?

We will continue to reduce costs and simplify the way we operate. Unfortunately, as we begin to look at synergies as part of the integration, there will besome reductions in workforce. We are committed to providing you more details as they are available.

How do we intend to achieve the cost saving targets?

We have established a cumulative cost savings target of $1.7 billion by 2022. This includes approximately $450 million from a new cost savings programthat will begin immediately within the current Fuji Xerox operations. In addition, we will continue to implement Xerox Strategic Transformation initiativesto keep our operations financially fit. This will mean changes to simplify how we work, which will put us in a better position to invest in the areas that arenecessary to lead the evolution of our industry.

How do the cultures of the two companies compare?

While there are some differences in our corporate cultures, both companies share a respect and a passion to serve customers well. From the founding of Xerox,we have always embraced differences. Bridging these gaps is part of what makes Xerox unique. Our culture, Our Winning Way, will continue to underpin howwe work together to achieve success.

How should I respond to customers, vendors and others who ask about the transaction?

You can remind your customers that our focus remains on serving them well and until the deal closes, Xerox and Fuji Xerox will continue to operate asseparate, independent businesses. Tools for communicating with your customers and others are available on the “Better. Together.” site on The Hub.

What company will I work for after the transaction is complete?

After the close of the transaction, we will all be part of the combined company named Fuji Xerox.

Will my role or responsibilities change?

For most employees, your role will remain the same, and it is important you continue to work with your manager to prepare your 2018 goal plan. We all muststay focused to deliver another year of strong performance. Please note, however, that the ongoing Strategic Transformation initiatives and post-transactionsynergies will lead to some changes as we progress through the year and the integration process.

Will my salary or benefits change?

Until the transaction closes, we will continue to operate business as usual. The management team is committed to keeping you updated regarding importantdevelopments as we progress toward the close.

What will happen to the Xerox stock that I own?

Under the terms of the agreement, Xerox shareholders will own a 49.9% stake in the combined company. Xerox shareholders, including employees that ownshares of Xerox, will receive a special cash dividend of approximately $9.801 per share when the transaction closes.

1 Based on current shares outstanding assuming no conversion of preferred shares. Final determination of the portion of dividend versus return of capital, forpurposes of individual tax treatment, will be made at closing.

Can I change jobs within Xerox?

Until the transaction is complete, we will continue to follow existing HR practices. We will have an additional review process to ensure employee movementdoes not disrupt the business. January 31, 2018 Xerox Internal Use Only 3

What happens to pricing and product offerings after the transaction closes? How is Xerox handling sales and renewals during the transition?

The announcement is just the first step, and it is too soon to speculate about specific offerings for the new Fuji Xerox. It is important to note that ourrelationships with customers and partners will remain at the core of our business. As we bring our companies together, we look forward to sharing more aboutthe benefits we believe this combination will create.

Will there be any changes to customer contracts as a result of the Fuji Xerox announcement?

Until the transaction closes, which is expected to occur in the second half of 2018, Xerox and Fuji Xerox will continue to operate as separate, independentbusinesses, and there should be no changes to customer contracts as a result of the transaction announcement. Once the transaction closes, we will work withcustomers to address any possible changes.

Will there be any changes to supplier or business partner contracts as a result of the combination of Xerox and Fuji Xerox?

There should be no changes to supplier or business partner contracts because of the transaction announcement. We are forming a joint team dedicated tooverseeing a comprehensive and focused plan for the integration process. We will communicate as decisions are made and additional details are available.

In my current role, I frequently work with people from Fuji Xerox. How does the announcement affect our relationship?

You should continue to work with your Fuji Xerox contacts as you do today. Remember, until the transaction closes, Xerox and Fuji Xerox will continue tooperate as separate, independent businesses.

What does this mean for Xerox manufacturing, supply chain, product development and research operations?

For now, it remains business as usual within all functions. It is too early to speculate on any possible changes.

Additional Information and Where to Find It

This release may be deemed to be solicitation material in respect of the transactions with FUJIFILM Holdings Corporation (“Fujifilm”) described herein (the“Transactions”) and/or the matters to be considered at the Company’s 2018 Annual Meeting of Shareholders. In connection with the Transactions and the2018 Annual Meeting, Xerox plans to file with the Securities and Exchange Commission (“SEC”) and furnish to Xerox’s shareholders one or more proxystatements and other relevant documents. BEFORE MAKING ANY VOTING DECISION, XEROX’S SHAREHOLDERS ARE URGED TO READ THE PROXYSTATEMENT(S) IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC INCONNECTION WITH THE TRANSACTIONS AND/OR THE COMPANY’S 2018 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THEPROXY STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND/OR THE COMPANY’S2018 ANNUAL MEETING AND THE PARTIES RELATED THERETO. Xerox’s shareholders will be able to obtain a free copy of documents filed with theSEC at the SEC’s website at http://www.sec.gov. In addition, Xerox’s shareholders may obtain a free copy of Xerox’s filings with the SEC from Xerox’swebsite at http://www.xerox.com under the heading “Investor Relations” and then under the heading “SEC Filings.”

Participants in the Solicitation

The directors, executive officers and certain other members of management and employees of Xerox may be deemed “participants” in the solicitation ofproxies from shareholders of Xerox in favor of the Transactions or in connection with the matters to be considered at the Company’s 2018 Annual Meeting.Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Xerox inconnection with the Transactions or the Company’s 2018 Annual Meeting will be set forth in the applicable proxy statement and other relevant documents tobe January 31, 2018 Xerox Internal Use Only 4

filed with the SEC. You can find information about Xerox’s executive officers and directors in Xerox’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2016, Xerox’s and such persons’ other filings with the SEC and in Xerox’s definitive proxy statement filed with the SEC on Schedule 14A.

Cautionary Statement Regarding Forward-Looking Statements

This release, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the PrivateSecurities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should” and similar expressions, as theyrelate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and aresubject 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 businesschallenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; changes in economicand political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we dobusiness; changes in foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect ourintellectual property rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and thatcivil 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; therisk that partners, subcontractors and software vendors will not perform in a timely, quality manner; actions of competitors and our ability to promptly andeffectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintainand improve cost efficiency of operations, including savings from restructuring actions; the risk that individually identifiable information of customers,clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems; reliance on third parties, includingsubcontractors, for manufacturing of products and provision of services; our ability to manage changes in the printing environment and expand equipmentplacements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with our employee pension and retiree healthbenefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmentalregulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; the risk that we do notrealize all of the expected strategic and financial benefits from the separation and spin-off of our Business Process Outsourcing business; the effects on ourbusiness resulting from actions of activist shareholders; 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 Form10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 and our 2016 Annual Report on Form 10-K, as well as our CurrentReports on Form 8-K filed with the SEC. Furthermore, the actual results of the Transactions could vary materially as a result of a number of factors, including,but not limited to: (i) the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect Xerox’s business and theprice of Xerox’s common stock, (ii) the failure to satisfy the conditions to the consummation of the transactions, including the receipt of certain approvalsfrom Xerox’s shareholders and certain governmental and regulatory approvals, (iii) the parties may be unable to achieve expected synergies and operatingefficiencies in the transactions within the expected time frames or at all, (iv) the transactions may not result in the accretion to Xerox’s earnings or otherbenefits, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreements, (vi) the effect ofthe announcement or pendency of the transactions on Xerox’s and/or Fujifilm business relationships, operating results, and business generally, risks relatedto the proposed transactions disrupting Xerox’s current plans and operations and potential difficulties in Xerox’s employee retention as a result of thetransactions, (vii) risks related to diverting management’s attention from Xerox’s ongoing business operations, (viii) the outcome of any legal proceedingsthat may be instituted against Xerox, its officers or directors related to the transaction agreements or the transactions and (ix) the possibility that competingoffers or acquisition proposals for Xerox will be made. Xerox assumes no obligation to update any forward-looking statements as a result of new informationor future events or developments, except as required by law.

Fuji Xerox Co., Ltd. (“Fuji Xerox”) is a joint venture between Xerox Corporation and Fujifilm in which Xerox holds a noncontrolling 25% equity interestand Fujifilm holds the remaining equity interest. In April 2017, Fujifilm formed an independent investigation committee (“IIC”) to primarily conduct areview of the appropriateness of the accounting practices at Fuji Xerox’s New Zealand subsidiary and at other subsidiaries. The IIC completed its reviewduring the second quarter 2017 and identified aggregate adjustments to Fuji Xerox’s financial statements of approximately JPY 40 billion (approximately$360 million) primarily related to misstatements at Fuji Xerox’s New Zealand and Australian subsidiaries. We determined that our share of the totaladjustments identified as part

of the investigation was approximately $90 million and impacted our fiscal years 2009 through 2017. We concluded that we should revise our previouslyissued annual and interim consolidated financial statements for 2014, 2015 and 2016 and the first quarter of 2017 the next time they are filed. Our review ofthis matter has been completed. However, Fujifilm and Fuji Xerox continue to review Fujifilm’s oversight and governance of Fuji Xerox as well as FujiXerox’s oversight and governance over its businesses in light of the findings of the IIC. At this time, we can provide no assurances relative to the outcome ofany potential governmental investigations or any consequences thereof that may happen as a result of this matter.

Exhibit 5

The following is a transcript of a video presentation by Jeff Jacobson, Chief Executive Officer of Xerox Corporation on January 31, 2018.

Hello. I’m Jeff Jacobson, Chief Executive Officer of Xerox Corporation.

I want to take the opportunity to share a few of my thoughts about this news.

The combination of Xerox and Fuji Xerox, with strong support from Fujifilm Holdings, will prove transformational for our customers, employees andshareholders.

This transaction advances the historic relationship between our two companies and prepares us for a successful future in a fast-changing industry.

By bringing together the complementary strengths of Xerox and Fuji Xerox, along with Fujifilm’s track record of innovation, we are creating a global leaderin innovative print technologies and intelligent work solutions.

The new Fuji Xerox will have a comprehensive product portfolio and enhanced research and development capabilities, fostering innovation and sustainablegrowth.

The company will be comprised of an employee base with a legacy of putting the customer first, and will be led by a strong management team and Board ofDirectors that have a track record of successfully executing on strategic priorities. Our focus on the customer will continue and be further enhanced by thebenefits of the transaction we announced today.

This transaction also offers substantial upside for shareholders of the combined company – including current shareholders of Xerox and Fujifilm Holdings –who will own shares in a more competitive company that has enhanced opportunities for long-term growth and margin expansion. The combination is highlysynergistic, giving the company a competitive-edge through enhanced technological capabilities, accelerated revenue, and cost synergies.

Over the last 56 years, Fujifilm and Xerox have been growing the business as strong partners. In addition, Chairman Komori and myself have built a strongrelationship based on trust and a personal bond. We are extremely excited about the opportunities inherent in the future Fuji Xerox, and believe thecompatible cultures and mutual respect between Xerox and Fujifilm Holdings will enable a seamless integration and value creation for customers across theglobe.

We look forward to working together to drive the future of our industry.

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the transactions with FUJIFILM Holdings Corporation (“Fujifilm”) described herein(the “Transactions”) and/or the matters to be considered at the Company’s 2018 Annual Meeting of Shareholders. In connection with the Transactions andthe 2018 Annual Meeting, Xerox plans to file with the Securities and Exchange Commission (“SEC”) and furnish to Xerox’s shareholders one or more proxystatements and other relevant documents. BEFORE MAKING ANY VOTING DECISION, XEROX’S SHAREHOLDERS ARE URGED TO READ THE PROXYSTATEMENT(S) IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC INCONNECTION WITH THE TRANSACTIONS AND/OR THE COMPANY’S 2018 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THEPROXY STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND/OR THE COMPANY’S2018 ANNUAL MEETING AND THE PARTIES RELATED THERETO. Xerox’s shareholders will be able to obtain a free copy of documents filed with theSEC at the SEC’s website at http://www.sec.gov. In addition, Xerox’s shareholders may obtain a free copy of Xerox’s filings with the SEC from Xerox’swebsite at http://www.xerox.com under the heading “Investor Relations” and then under the heading “SEC Filings.”

Participants in the Solicitation

The directors, executive officers and certain other members of management and employees of Xerox may be deemed “participants” in the solicitation ofproxies from shareholders of Xerox in favor of the Transactions or in connection with the matters to be considered at the Company’s 2018 Annual Meeting.Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Xerox inconnection with the Transactions or the Company’s 2018 Annual Meeting will be set forth in the applicable proxy statement and other relevant documents tobe filed with the SEC. You can find information about Xerox’s executive officers and directors in Xerox’s Annual Report on Form 10-K for the fiscal yearended December 31, 2016, Xerox’s and such persons’ other filings with the SEC and in Xerox’s definitive proxy statement filed with the SEC on Schedule14A.

Cautionary Statement Regarding Forward-Looking Statements

This document, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the PrivateSecurities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should” and similar expressions, as theyrelate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and aresubject 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 businesschallenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; changes in economicand political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we dobusiness; changes in foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect ourintellectual property rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and thatcivil 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; therisk that partners, subcontractors and software vendors will not perform in a timely, quality manner; actions of competitors and our ability to promptly andeffectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintainand improve cost efficiency of operations, including savings from restructuring actions; the risk that individually identifiable information of customers,clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems; reliance on third parties, includingsubcontractors, for manufacturing of products and provision of services; our ability to manage changes in the printing environment and expand equipmentplacements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with our employee pension and retiree healthbenefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental

regulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; the risk that we do notrealize all of the expected strategic and financial benefits from the separation and spin-off of our Business Process Outsourcing business; the effects on ourbusiness resulting from actions of activist shareholders; 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, 2017, June 30, 2017 and September 30, 2017 and our 2016 Annual Report on Form 10-K, as well as our Current Reportson Form 8-K filed with the SEC. Furthermore, the actual results of the Transactions could vary materially as a result of a number of factors, including, but notlimited to: (i) the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect Xerox’s business and the price ofXerox’s common stock, (ii) the failure to satisfy the conditions to the consummation of the transactions, including the receipt of certain approvals fromXerox’s shareholders and certain governmental and regulatory approvals, (iii) the parties may be unable to achieve expected synergies and operatingefficiencies in the transactions within the expected time frames or at all, (iv) the transactions may not result in the accretion to Xerox’s earnings or otherbenefits, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreements, (vi) the effect ofthe announcement or pendency of the transactions on Xerox’s and/or Fujifilm business relationships, operating results, and business generally, risks relatedto the proposed transactions disrupting Xerox’s current plans and operations and potential difficulties in Xerox’s employee retention as a result of thetransactions, (vii) risks related to diverting management’s attention from Xerox’s ongoing business operations, (viii) the outcome of any legal proceedingsthat may be instituted against Xerox, its officers or directors related to the transaction agreements or the transactions and (ix) the possibility that competingoffers or acquisition proposals for Xerox will be made. Xerox assumes no obligation to update any forward-looking statements as a result of new informationor future events or developments, except as required by law.

Fuji Xerox Co., Ltd. (“Fuji Xerox”) is a joint venture between Xerox Corporation and Fujifilm in which Xerox holds a noncontrolling 25% equity interestand Fujifilm holds the remaining equity interest. In April 2017, Fujifilm formed an independent investigation committee (“IIC”) to primarily conduct areview of the appropriateness of the accounting practices at Fuji Xerox’s New Zealand subsidiary and at other subsidiaries. The IIC completed its reviewduring the second quarter 2017 and identified aggregate adjustments to Fuji Xerox’s financial statements of approximately JPY 40 billion (approximately$360 million) primarily related to misstatements at Fuji Xerox’s New Zealand and Australian subsidiaries. We determined that our share of the totaladjustments identified as part of the investigation was approximately $90 million and impacted our fiscal years 2009 through 2017. We concluded that weshould revise our previously issued annual and interim consolidated financial statements for 2014, 2015 and 2016 and the first quarter of 2017 the next timethey are filed. Our review of this matter has been completed. However, Fujifilm and Fuji Xerox continue to review Fujifilm’s oversight and governance of FujiXerox as well as Fuji Xerox’s oversight and governance over its businesses in light of the findings of the IIC. At this time, we can provide no assurancesrelative to the outcome of any potential governmental investigations or any consequences thereof that may happen as a result of this matter.

Exhibit 6

Operator

Good morning, and welcome to the Xerox Corporation Fourth Quarter 2017 Earnings Release Conference Call, hosted by Jeff Jacobson, Chief ExecutiveOfficer. He’s joined by Bill Osbourn, Chief Financial Officer.

During this call, Xerox executives will refer to slides that are available on the web at www.xerox.com/investor. At the request of Xerox Corporation, today’sconference call is being recorded. Other recording and/or rebroadcasting of this call are prohibited without the express permission of Xerox.

During this call, Xerox executives will make comments that contain forward-looking statements, which by their nature address matters that are in the futureand are uncertain. Actual future financial results may be materially different than those expressed herein. At this time, I would like to turn the meeting over toMr. Jacobson. Mr. Jacobson, you may begin.

Jeffrey Jacobson, Chief Executive Officer

Good morning, and thank you all for joining our call. We have two very exciting and important announcements to cover. First, today, we reported strongfourth quarter results that demonstrate the successful execution of our strategic priorities. We also announced a transformational transaction in which Xeroxwill combine with Fuji Xerox, our long-standing joint venture with Fujifilm, to create a global leader in innovative print technologies and intelligent worksolutions. We will spend the majority of the time we have today providing details on this value-enhancing combination. However, before we do so, I’d like tospend a few minutes taking you through the highlights of our fourth quarter and 2017 results.

Turning to Slide 6. I am pleased to report that Xerox had a strong quarter that reflects the significant progress the company has been making. We deliveredimprovement across all key performance metrics. Xerox generated $2.7 billion in total revenues during the quarter, up 0.5% year-over-year or down 2% inconstant currency. This compares to a 5.6% decline on a constant currency basis through the first 9 months of the year, and as we anticipated, represented ameaningful improvement in revenue trajectory. This was driven by a 5% increase in revenue within our strategic growth areas.

Importantly, equipment sale revenue grew 4.3% or 1.5% at constant currency, which is the first quarter showing constant currency growth since the secondquarter of 2013. This was enabled by our focus on capturing the growth opportunities in the marketplace. To do so, we expanded our channel reach,introduced new products for our graphic communications and high-end customers and successfully delivered our largest-ever new product launch.

Our Strategic Transformation drove solid operating profit margin of 14.4% in the fourth quarter, up 20 basis points over last year, while supporting ourinvestments in future revenue initiatives. As a result of our improving performance, we realized adjusted EPS of [$1.04,] up $0.04 over last year. Note that dueto an estimated $400 million noncash charge related to the enactment of U.S. tax reform, GAAP EPS was a loss. Our solid performance during the quarterenabled us to deliver on our commitments for the full year and put us in a position of strength as we enter 2018.

Turning to Slide 7. With these results in mind, I would like to take a step back and discuss the broader transformation that has been taking place at Xerox inthe past year. When we held our Investor Day a little over a year ago, before the spinoff of Conduent, we laid out a comprehensive strategy focused onachieving two goals: First, increasing margins and enabling investment through our ongoing Strategic Transformation, cost and productivity program; andsecond, improving our revenue trajectory while increasing our participation in growing market segments. This was intended to create a new Xerox that ismore competitive and better positioned amidst of the changing industry environment. Our progress in 2017 is a clear demonstration that we are delivering onour commitment and our strategy is working. We made progress towards improving our revenue trajectory by focusing on the strategic growth areas inproduction color, A4 multifunction devices and Managed Document Services, which represented 40% of our full year revenue in 2017, up two percentagepoints over last year.

Our new ConnectKey portfolio received highly positive customer reception. Coupled with the expansion of our channel reach through the addition of 65new dealer partners, this important launch drove improved fourth quarter equipment sales. We exceeded the annualized growth gross cost-savings targetunder our Strategic Transformation program by $80 million, reaching $680 million in 2017. As a result, we delivered operating margin expansion despitecurrency headwinds while significantly enhancing our cost competitiveness. This cost

saving also allowed incremental investments in our business and growth opportunities. Finally, as previously announced, we took important actions tooptimize our capital structure this year, including pension contributions and the elimination of accounts receivable sales programs. While these actions havea near-term impact on our cash flows, they will simplify our business, drive future savings and put us in a better position to immediately generate strongercash performance. As a result of how well we executed our plans, we closed the year in a much better position operationally and financially than we enteredit. And we feel great about the solid foundation we have built as we aim to deliver another year of continuous improvement in 2018.

Turning to the next slide, you’ll see a more detailed breakdown of the progress we have made on our Strategic Transformation program, which we initiated inthe beginning of 2016. Our focused and disciplined process has delivered over $1.2 billion in cumulative gross cost savings to date against our originaltarget of $1.1 billion by 2017. We expect to realize $1.7 billion in savings by year-end 2018 on a cumulative basis, exceeding the $1.5 billion we initiallytargeted. You’ll find more details on our solid 2017 performance and 2018 guidance in the earnings release and supplemental presentation we put out thismorning. We’ll take your questions regarding our fourth quarter results during Q&A.

I’ll now shift my focus to the transaction we announced this morning.

Turning to Slide 10. This morning, we announced our agreement with Fujifilm to combine Xerox with our long-standing joint venture, Fuji Xerox. As manyof you know, we currently have a 25% equity ownership in the existing Fuji Xerox joint venture, with the remaining 75% owned by Fujifilm. In many ways,Xerox and Fuji Xerox perfectly complement each other geographically and in our competitive strengths. Fuji Xerox is a leading player in the DocumentTechnology business with an estimated $9.6 billion in 2017 revenue. They serve large, stable markets such as Japan as well as fast-growing markets in Chinaand Asia Pacific. They hold the #1 market share in Asia and are widely recognized for their industry-leading R&D, manufacturing and sales platform. Theyalso have a robust product portfolio, with 40% of revenues coming from growing market segments in Graphic Communications and solutions and services.The transaction we are announcing today will bring together two companies and will create a global leader in innovative print technologies and intelligentwork solutions. Together, we will be able to better innovate, compete in fast-growing markets and deliver significant benefits for our customers, employeesand shareholders.

Before I explain the enhanced prospects of the combined company, I’ll provide some background on what the joint venture structure looks like today andwhy we firmly believe that this is the best path forward for Xerox.

Moving to Slide 11. While the Fuji Xerox joint venture has certainly been among the longest lasting and most fruitful partnership in the history of thetechnology industry, there are significant opportunities to improve the operational and financial aspects of the relationship. The transaction creates acombined company that will be dramatically stronger and more competitive than either company is on a stand-alone basis. I would like to highlight the keydynamics inherent in the current joint venture as we believe it provides important perspective into the value of this transaction. Fuji Xerox is our mostimportant supplier and a key partner in our R&D efforts. The company also has excellent manufacturing capabilities and an attractive technology portfoliowith impressive solutions in inkjet, industrial print and workplace solutions. However, our ability to market and capitalize on these assets is somewhatconstrained under the current joint venture structure for a number of reasons. Our inability to benefit from the growing Asian markets is an obvious one. Butthere are other inefficiencies and limitations that comes with having two separate product portfolios, R&D road maps and supply chains. The combinationwill allow us to break down these barriers of value creation and align the long-term strategic vision of the two companies. We will also be able to removeduplicative costs in R&D and corporate functions and fully consolidate our supply chain to improve our cost position globally. This will significantlyimprove our global go-to-market competitiveness, which should drive increased revenue opportunities. By gaining uninterrupted access to each other’s IPand technology, we will be able to expand the breadth and reach of our offerings and streamline product portfolio strategies to better coordinate ourinnovation road maps. We believe this is the natural evolution of our joint venture with Fujifilm and will create a much more efficient partnership structure,driving toward one common goal of delivering world-class, innovative solutions for customers. For further background, shareholders can find additionalinformation about the current structure in the 8-K we filed it this morning, which includes the existing joint venture agreement.

Let’s move to Slide 12 for an overview of what this transaction means from a financial and valuation perspective. We believe this transaction has theopportunity to unlock substantial unrealized value for Xerox shareholders. Xerox shareholders today own 100% of Xerox, which include our 25% equityownership in the Fuji Xerox joint

venture. We neither control nor consolidate this equity stake in our income statement, and it is carried on the balance sheet at book value. Besides theoperational inefficiencies I just described, this structure creates complexity in reporting as well as in how our investors model the joint venture interest. Webelieve this is resulting in a valuation disconnect in the marketplace about the true value of this joint venture interest. Consolidating the entire Fuji Xeroxwith Xerox will allow us to create a much simpler and clearer financial profile and realize the full value of this joint venture interest. Investors will be able tosee our global financial results on a consolidated basis and value it appropriately. At the time of closing, Xerox shareholders will receive a $2.5 billionspecial dividend or approximately $9.80 per share. Beyond this substantial immediate cash return, they will own 49.9% of a much stronger and morecompetitive company. Further value will be created by capitalizing on significant growth and margin expansion opportunities, including $1.7 billion of costsavings by 2022, including $1.25 billion attributable to transaction cost synergies and $450 million attributable to Fuji Xerox’s cost-reduction program. Todemonstrate the value that will be unlocked through these transaction synergies, here, we have applied an illustrative industry multiple of 7 to 8x EBITDA to100% of the $1.25 billion cost synergies. Our shareholders will get the benefit of 49.9% of that amount. When we discount that to today, that would equate toabout $12 per Xerox share. This new value represents nearly 40% of our share price, and that’s on top of about $9.80 per share of cash dividend, making this ahighly value-enhancing transaction for our shareholders.

Let’s now move to Slide 13. We have been taking decisive actions to better position Xerox and have considered multiple options and scenarios to drive thegreater shareholder value. We firmly believe that this combination is the best way to create value for our company and shareholders. Here are the reasons why.By combining with Fuji Xerox, we are creating a global industry leader, with approximately $18 billion in annual revenue, adding significant scale and reachto our current market leadership. We believe this is the right strategic evolution of our long-term alliance as it will allow us to optimize the current operatingstructure for greater efficiency and global competitiveness. We are projecting to deliver substantial cost saving for the combined company, totaling at least$1.7 billion in annual savings, with $1.2 billion to be achieved by the end of the second year post close. The combined company will also have anaccelerated path to delivering revenue growth, with direct access to fast-growing geographies as well as the ability to participate in future growth marketssuch as industrial printing and emerging intelligent work solutions.

Combining the IP strengths and world-class R&D capabilities of the new two companies will drive innovation in areas that customers are most focused onand which will address future demand. In addition, we will be able to leverage Fujifilm’s highly value-added intellectual property portfolio and innovationcapabilities. And finally, we will have increased financial flexibility to deploy capital toward strategic growth investments and capital returns over time. Iwill detail each of these compelling reasons for the combination shortly. But before that, I want to delineate the value-enhancing components of thiscombination for our shareholders.

Moving to Slide 14. We see the value this transaction will create for Xerox shareholders as twofold. First, Xerox shareholders will receive a significant andcertain value in the form of a $2.5 billion special dividend immediately at closing, which is more than 30% of Xerox’s unaffected share price as of January10. Second, and more importantly, shareholders will become owners of a stronger company, with enhanced growth prospects, significant margin expansionopportunity and a balance sheet that provides financial flexibility to invest in future growth while delivering attractive capital returns to shareholders. Bycombining, we’re immediately increasing the value of our shareholders’ investment.

Turning to Slide 15. We are excited to be creating this new company with our joint venture partner of 56 years, Fujifilm. We have had a great partnership overthe years and look forward to leveraging that history to ensure our new company’s success. Both Xerox and Fujifilm leadership teams have significantexperience executing large-scale transformations, which will be highly valuable in executing the integration of the two companies and achieving ourambitious goals for the new Fuji Xerox.

Slide 16 provides a snapshot of the combined company. The new Fuji Xerox will have truly global scale with $18 billion in revenue, presence in over 180countries and already established leadership positions in fast-growing markets. We will have a total market opportunity that is currently estimated at$120 billion, with an additional $100 billion future opportunity in adjacent markets in industrial print, leveraging our combined technologies.

Innovation is in the DNA of both companies. Bringing them together will create a global innovation powerhouse with world-class research and developmentcapabilities and industry-leading IP. And the financial profile of the company will be enhanced with an accelerated path to growth, significant cost-savingand margin-expansion opportunity, leading to high-teens operating margin and free cash flows of approximately $1.5 billion by 2020.

Before I go into further detail about the combined company’s long-term creation opportunity, I’ll touch on a few details of this transaction on Slide 17. AsI’ve mentioned, our shareholders will benefit from owning a part of a much stronger and more competitive company, with significantly enhanced prospectsfor revenue growth and margin expansion. This will be supported by an expected investment-grade credit profile at closing.

The combined company’s capital return policy will be aligned with Xerox’s current plan, maintaining a $1 per share annual dividend and at least 50% ofcombined free cash flow return to shareholders. As for the governance and leadership team of the combined company, I will have the honor to lead thecombined company as CEO. I am pleased to announce that Shigetaka Komori, Chairman and CEO of Fujifilm, will serve as Chairman of the Board of the newFuji Xerox. Mr. Komori has been a transformational leader at Fujifilm having successfully reinvented the company. We will build a world-class managementteam, pulling from the deep talent at both companies. The new company board would include 7 directors appointed by Fujifilm and 5 independent directorsfrom the current Xerox board. The combined company will be named Fuji Xerox and trade on the New York Stock Exchange under our current ticker. Webelieve it is important to retain our brand strengths in our operating regions, which is why we will continue to go-to-market as Xerox and Fuji Xerox in ourrespective regions. We expect to meet the conditions and obtain the necessary approvals to complete the transaction in the second half of 2018.

Turning to Slide 19 and the strategic rationale I outlined a minute ago, I’d like to take a few minutes to walk you through a bit more detail on the manyreasons why this deal was so compelling to Xerox and our shareholders.

Turning to Slide 20. As I mentioned before, we’re excited to create an industry leader with approximately $18 billion in annual revenue, which puts thecombined company in the top ranks of global print technology businesses. Establishing this leadership position is especially important in today’scompetitive environment, which requires broad global reach and scale to be able to effectively and rapidly meet customers’ demands around the world.Bringing together the geographic, product and innovation profiles of these 2 companies will amplify our market leadership and enable us to more effectivelycompete for global deals and provide opportunities for future share gains.

Turning to 21. This combination also creates significant cost-saving and margin-expansion opportunities. We expect to deliver our $1.7 billion annual costsavings in total through 2022, with $1.2 billion of the total cost saving expected to be realized by the end of the second year post close. The total cost-savingtarget includes $1.25 billion in transaction synergies as well as a separate cost-reduction program that will be implemented at the existing Fuji Xerox jointventure and is expected to generate $450 million in annual savings. These amounts are all in addition to Xerox’s ongoing Strategic Transformation costproductivity program. Given our proven track record of driving operational excellence and efficiencies as well as our long history of working together withthe Fuji Xerox team, we are very confident our company’s ability to deliver these savings.

I will now go into more detail on the sources of these savings on the next slide. Of the $1.7 billion in total annual cost saving, a large portion of thereductions will come from cost of goods sold through supply chain optimization such as manufacturing, sourcing, procurement and vendor consolidation.We also identified significant opportunities from the elimination of duplicative corporate functions and R&D spend. Finally, the Fuji Xerox joint venture iscommencing a cost-reduction program immediately, which is expected to deliver approximately $450 million in annual cost savings by 2022. This programis specific to Fuji Xerox and is incremental to the synergy opportunities I just discussed. It will focus on driving efficiencies in manufacturing, R&D andSG&A as well as product portfolio optimization. We expect these efforts to be frontloaded with more than 70% of total savings being delivered by year 2 and85% by year 3.

Moving to Slide 23. This transaction is extremely compelling from a revenue standpoint as well. The combined company will have an improved revenueprofile with the greater mix of revenues from fast-growing markets in Asia Pacific. As you can see, Fuji Xerox currently has a strong presence in growingmarkets such as China and the rest of Asia as well as #1 share in Japan. As I noted earlier, the combined company will have a nearly $120 billion marketopportunity compared to the approximately $85 billion we were able to target as a stand-alone company. Upon completion of the transaction, Xerox willhave the opportunity to participate in these markets while benefiting from Fuji Xerox’s established leadership positions and market know-how. Thecombined company will also have an accelerated path to future revenue growth as we integrate, including the ability to leverage each company’s deepcustomer relationships, regional networks, shared IP, product portfolios and complementary distribution and service capabilities.

On Slide 24, with six world-class innovation labs globally and nearly 11,500 patents, the new Fuji Xerox will have world-class R&D capabilities. FujiXerox’sexpertise in areas such as automation, security and analytics will be highly complementary to Xerox’s hardware and material technology. Combining theseexisting assets with a nearly $1 billion R&D annual spend will enable us to sharpen our focus on innovative print technologies and work solutions, with theaim of accelerating our participation in the more rapidly growing markets. Together, we will be well positioned to lead the future of printing and enterprisetechnology and capture next-generation growth opportunities. With that, I’ll pass it to Bill to provide more details on the financial profile of the new Xerox.

William Osbourn—CFO

Thank you, Jeff, and good morning, everyone. I will start with an overview of the new company’s financial profile and long-term targets, which will helpclarify the significant value we’re creating through this combination. As Jeff explained, the transaction we announced today will create a stronger company,with enhanced growth prospects and margin expansion opportunities. And as you can see on this slide, we are expecting a rapid acceleration of the combinedcompany’s financial performance over the next 4 years. While we made significant progress towards improving our revenue trajectory over the last year, wecontinue to experience revenue declines. The combination with Fuji Xerox will allow us to accelerate our growth by providing access to key growth markets,unlocking synergy opportunities and leveraging each other’s competitive advantages.

We’re starting from a base of $18.2 billion in pro forma combined annual revenues, and we expect to return to revenue growth by 2020. From an operatingmargin perspective, the cost-savings opportunities we identified will drive significant margin expansion over the next 4 years, with the majority also beingrealized by 2020. As we begin realizing the benefits from the targeted cost savings, we expect to achieve industry-leading operating profit margin in thehigh-teens by 2022, which compares to a blended margin rate of 10% on an adjusted basis in 2017. It is important to note that the lower operating margin ratefor the combined company versus the 12.8% for stand-alone Xerox in 2017 is primarily due to backing out equity income and royalty revenue from theXerox margin and adding Fuji Xerox in at a lower margin.

We expect total restructuring charges of $1.4 billion related to the targeted transaction synergies and Fuji Xerox’s separate cost-reduction program, whichwill be incurred predominantly in the first 3 years, in line with the progression of cost savings that Jeff walked you through. This will impact the cash flows inthe first few years, but the new company will continue to generate robust free cash flow, which is expected to reach $1.5 billion by 2020. Additionally, weanticipate approximately $80 million in annual tax dis-synergies associated with the transaction. Finally, we expect the transaction to be EPS-accretive in2020. Overall, this transaction clearly enhances the financial profile of both Xerox and Fuji Xerox. There is a very significant synergy opportunity over time,and this transaction allows us to go after both revenue growth and cost far beyond what we could do alone.

Turning to capital structure and balance sheet. A preliminary high-level view of the pro forma capital structure of the combined company results in$1.8 billion combined cash and to $8.6 billion total debt on the balance sheet as of December 31, 2017. This includes of the transaction-related cash outflowsof $350 million needed to pay down the mandatory pension contribution triggered by the transaction and debt associated with the $2.5 billion specialdividend to Xerox shareholders at the closing, which will be funded by bridge financing that has been secured. Following the announcement and before theclose, the new Fuji Xerox plans to put in place permanent financing, including an amended revolver. All Fuji Xerox and Xerox debt is expected to beretained in the combined company’s balance sheet post transaction.

As mentioned, the combined company will have a robust cash flow generated capacity, particularly beyond 2020. This will further strengthen the balancesheet and provide more financial flexibility for the combined company for attractive capital deployment, which I will discuss on the next slide.

The new company is expected to have an investment-grade credit profile and is committed to maintaining this over time. And the new Fuji Xerox will upholdthe principles that currently underpin Xerox’s disciplined return on investment approach. With an investment-grade credit profile, the combined companywill have broad access to capital markets and the financial flexibility to support all its operations. We will remain committed to delivering an attractivecapital returns to our shareholders. The new Xerox will maintain that current Xerox $1 annual dividend per share as well as the target return at least 50% offree cash flow to shareholders. Moreover, our increased cash flows will enable us to make M&A growth investments. Having the financial flexibility to seizevalue-creation opportunities is key to our strategy of returning to revenue growth. Over time, the new company is expected to have greater capitaldeployment opportunities toward targeted growth initiatives, increased dividend and share repurchases.

With that, I’ll turn it back to Jeff.

Jeffrey Jacobson—CEO

Thank you, Bill. To conclude, today is a significant moment in the next chapter for our company and shareholders as well as the industry. The strong fourthquarter and full year 2017 performance we announced not only show clear progress on our stand-alone, strategic goal, but also provide positive momentumfor the future and a solid foundation for the combination with Fuji Xerox. We are energized by the opportunities inherent in taking our Fuji Xerox jointventure to the next level, combining two industry leaders and unlocking significant value while unleashing innovation for future revenue streams. Theproposed transaction will create substantial value to Xerox shareholders through a combination of immediate special cash dividend and the opportunity torealize value from the future growth of a significantly stronger combined company. We are excited about the progress we have made at Xerox and theresulting performance improvement. While we work to finalize this transaction, we at Xerox remain committed to continuing our progress and furtherstrengthening the company as we move into 2018.

With that, I will hand it over to Jennifer.

Jennifer Horsley

Thanks, Jeff. Before we get your questions to Jeff and Bill, I would point out that we have posted on our Investor Relations website the full set of our normalearnings slides to provide you with the details around our fourth quarter results. (Operator Instructions) At the end of our Q&A session, I will turn it back toJeff for a few closing comments. Operator, please open the line for questions now.

Operator

And our first question will come from the line of Shannon Cross with Cross Research.

Shannon Cross—Cross Research LLC

I just want to walk through quickly so people — so I make sure I’m correct on exactly what you’re getting, so effectively, if you’re a Xerox shareholder today,you’re getting $10 a share in the dividend, you’re getting $12 effective benefit from a synergy that you expect to receive in the next few years and then youget 50% share in a company that for fiscal 2000 — I’m sorry, for 2017 generated about $2.6 billion in EBITDA and you expect will maintain an investment-grade balance sheet?

Jeffrey Jacobson—CEO

So Shannon, it’s Jeff. Thank you, and I think you summarized it very well. So again, if the $2.5 billion dividend that we have said is about $9.80 per share,that will be $1.7 billion in total cost reductions. That’s the $1.25 billion in transaction cost synergies, plus the $450 million from Fuji Xerox. If you put anormal industrial multiple of 7 to 8x EBITDA on the $1.25 billion, I think we get to the numbers that you stated. And they get 49.9% of a growing, thrivingcompany that you mentioned. So I think you nailed it pretty well.

Shannon Cross—Cross Research LLC

Okay. I just want to make sure because I’m getting over $50 a share in value, so I just wanted to make sure that was correct. So with that then, can you talk abit about as we look at the company over the next couple of years, you’ve laid out synergies, but how should — how are you thinking about, first, how thecompany is going to operate together? What are your first sort of focuses to make sure that the go-to-market remains very consistent and then you cancontinue to see improvements, for instance, on the equipment sales side of things? And then can you talk a bit about like the goalpost we should look for? Soagain, we know synergies. But beyond that, are there things that we can look toward to see that this combined company is effectively executing?

Jeffrey Jacobson—CEO

Yes, sure. So Shannon, the most exciting part of this is, as you said, it’s the go-to-market and the innovation aspects. The cost synergies drive tremendousvalue that you delineated in the question you gave. What I really like about this is when you go through integration, people worry about the integrationcomplexity. What we’re doing now is we get to participate in growing markets. So Xerox participated in about $85 billion market that was declining at about3%. We now have access through Fuji Xerox to a $36 billion market that’s growing at 2%, with very large shares in China, Asia Pacific and Japan. And thebeauty is we don’t have to worry too much about complexity of integration of go-to-markets because the go-to-markets for the most part will take exactly asthere. What I get really excited about is when I look at the innovation and getting into the new markets by combining technologies. One of the things inunlocking the value is we tended to have duplicative R&D. And now, we’re going to be able to divide and conquer. We’ll be able to take the 6,500 engineersthat this combined company

has, that produces about 1,500 patents a year over the last few years and accelerate innovation in the areas of industrial print, which is $100 billion marketthat is untapped for us today. You know the packaging market very well. That’s the graphic card, data, labels, folding carton. That’s still very much an analogmarket. That’s not digital.

We can take our print technologies and move them into the area on nonpaper substrate, printing objects, virtual reality, Internet of Things, machine learning,voice activation for multifunction devices. So while the cost synergies will provide the value that you delineated, the future is all about the innovation andthe growth and the access to the growing revenues.

Operator

Our next question will come from the line of Kathryn Huberty with Morgan Stanley.

Kathryn Huberty—Morgan Stanley, Research Division

I guess 2 questions. One, do you have a view yet as to whether Xerox’s largest shareholders would be supportive of this deal? And then secondly, you just dida good job walking through some of the innovation and revenue synergy opportunities. How quickly do you expect Xerox to take advantage of some of theIP end markets that Fuji plays in that xerox does not? Is it something you see happening over the next couple of years? Or are those growth opportunitiesbeyond 2020?

Jeffrey Jacobson—CEO

Yes. So let me take the two-part question, Katy. So first, regarding the largest shareholder, we have not spoken. Obviously, this is a transaction that’s been inthe works for many months, so we have not spoken on that issue. So we just don’t know and really know what we read at this point. With regard to integrationand access, one of the exciting areas, if you were to look at inkjet as an example, right now, we have separate strategies for Fuji Xerox and inkjet, Fuji film oninkjet, Xerox on inkjet. And you definitely know very well Fujifilm has tremendous IP in the areas of inkjet heads, certainly inkjet capabilities as well andwe’ll be able to leverage those. When we talk about it and through the conversations we’ve had through this negotiation with Fuji Xerox, but certainly withMr. Komori and the team at Fujifilm, one of the things was about how do we divide and conquer, how do we take the best technologies of what was all 3companies and unleash it so that we can apply people who are working on some of the things I talked about like Palo Alto Research Center will there’saugmented reality, Internet of Things, machine learning, and then we have people on our Yokohama facility in Japan working on the other things that weneed to. Now we do need to be a little careful because this will be the integration phase. So there are certain things we’re allowed to discuss and work on, andthere are certain things we cannot. So for the next few months, we expect to close this transaction sometime in the second half, we can only do a lot ofplanning. And then hopefully, we’ll hit the ground running upon the close.

Operator

Our next question will come from the line of Ananda Baruah from Loop Capital.

Ananda Baruah—Loop Capital Markets LLC, Research Division

Look, there’s a million questions. I’ll try to keep it short here, so I’ll bundle. So do the synergies include — the cost synergies, do they include what were theexisting synergies? Or are the existing synergies incremental? And then I guess why not, if I read this right or heard this right, why not non-GAAP accretive in2019 if you’re closing in ‘18? And then I’ll try to squeeze a follow-up then.

William Osbourn—CFO

Yes. A couple of things. First of all, regarding the synergies. The $1.7 billion, the $1.25 billion combination synergies and $450 million cost-reductionprogram at Fuji Xerox, that $1.7 billion is in addition to our ongoing Strategic Transformation program, which we and our regular earnings document thatJeff went through briefly up to $1.7 billion over the 3 years, approximately about $475 million. So those are in addition to the $475 million that we weredoing in Strategic Transformation on our own. As far as accretive news in 2019, there are — there’s a benefit of the synergies will be coming throughrelatively quickly as we’re incurring cost upfront to obtain those. But our analysis is that we will be getting it in 2020.

Jeffrey Jacobson—CEO

Yes. And let me give you a little bit background on that as well. Because if you think about it, one is on the $2.5 billion we’re going to have an interest onthe dividend. The equity income, we will no longer get. And then in order to do this deal basically, we’re doubling the amount of shares. So if you thinkabout it from that standpoint. So if you were to look at Xerox today and let’s just use the round figures about $8 billion market cap and we deducted thedividend of $2.5 billion, let’s value Xerox from that standpoint at $5.5 billion. We then double their share count, and that $5.5 billion by doubling the sharecount (inaudible) 75% of Fuji Xerox and applying the $7.3 billion value. And knowing the company, having worked with them as long as we have, wecertainly view the intrinsic value is much more than $7.3 billion. But it’s really the 3 factors we normally get the equity income, we’re doubling their sharesand interest on the dividend.

Ananda Baruah—Loop Capital Markets LLC, Research DivisionGot it. That’s helpful. And just last one quick. The free cash flow generation, I think you guys mentioned $1.5 billion to start. And then I think there was aremark that it’ll be greater than that, and it would seem that it would have an opportunity much stronger than that. So can you just give us some contextaround that remark?

William Osbourn—CFO

Yes. Don’t want to give specific guidance out beyond 2020. But looking at the significant cost of $1.4 billion that we’ll be incurring to affect the synergiespredominantly in the first 3 years, we don’t expect those to be continuing on. And absent those cost, we would expect even significant free cash flow overand above the $1.5 billion we cited.

Jennifer Horsley

Thanks, Ananda. Operator, next question.

Operator

And our next question will come from the line of Matt Cabral with Goldman Sachs.

Matthew Cabral—Goldman Sachs Group Inc., Research Division

So on the $1.7 billion in savings for the combined company, Jeff, can just talk of the bit more about just how you arrive at that number? And how we shouldthink about the net amount of that dropping through versus what you think you have to reinvest in the business over time?

Jeffrey Jacobson—CEO

Yes. So we’ve actually done a lot of work on that, Matt. And we’ve numerous meetings throughout this negotiation process, and we done a lot of work withboth Fuji Xerox and Fujifilm, outside advisers, et cetera, to work through this. So the way I would look at it is, first of all, the total $1.7 billion, and again itwill be in excess of what Xerox is already doing as part of our Strategic Transformation program, that $1.7 billion will be by the end of 2022. Of that,$1.7 billion, about $1.2 billion will be by the end of the second year post close, so let’s call it 2020, which will be 70%, and 85% will be by the end of 2021for the third year. Most of that $1.25 billion will flow right to the bottom line, okay? So the vast majority of the (inaudible) say on the $1.7 billion,somewhere in the neighborhood of about 80% will flow through to the bottom line.

Matthew Cabral—Goldman Sachs Group Inc., Research Division

Got it. And then just a clarification, a follow-up for Bill. So FX was a nice tailwind to revenue in Q4. The revenue guidance you gave was on a constantcurrency basis. Can you just help us understand how you’re about as thinking of today the FX impact on both revenue and operating margins for 2018?

William Osbourn—CFO

Yes. We have modeled that in, obviously, to our guidance. And we do see it based upon recent rates being a tailwind both from a translation currencyperspective in 2018 and from a transaction currency. As far as effect on profits, we’re estimating at least a $50 million tailwind and could be higher basedupon recent rates for 2018.

Jennifer Horsley

Thanks, Matt.

Operator

Our next question will come from the line of Jim Suva with Citi.

Jim Suva—Citigroup Inc, Research Division

First, a question about the fundamental Xerox relationship as it is today, just stand-alone; and then second, more about this new relationship. So first of all,this year, and well, in 2017, you launched several new hardware products. Just can you update us on how they’re going? I believe they came out of that aremore staggered than what you thought. Are they completely all out the door now? And into your retail distribution bar channel or are they all trained? Andwhen do hit kind of the sweet spot of the most traction for those? And then I’ll ask a follow-up question on the Fuji Xerox after that.

Jeffrey Jacobson—CEO

Yes, thanks, Jim. Now for the most part, the product rolled out just as we thought they would. So as we discussed before during Q2, there were about 44products that came out. So by the end of the first half, we had all 13 A3 products and 4 A4 products. And then in the third quarter, we had the remainder of theA4 products come out. So if you remember the last earnings call, we said we had some confidence, but we do want to get too far ahead of ourselves. But basedupon what we do about September equipment results, we had some confidence. The fact that and I think the evidence is at constant currency, we grew ourequipment sales revenue 1.5%, which was the first-time since second quarter 2013 that the company has grown their equipment sale revenue line. So it’s beenvery well-received. Our channel partners are growing to the tune of about 65 last year. And we’re pleased with the trajectory and where things are moving.

Jim Suva—Citigroup Inc, Research Division

Yes. But my question is, the quarter that you just printed, is that the quarter where basically they’re all channel all your are selling them and distributorselling them that’s kind of the best of a gift? Or that’s kind of the early ramp of it? And in 2018, they really hit with a lot more force than even what we saw inthis quarter, Q4?

Jeffrey Jacobson—CEO

Yes, so Q4 was the first impact that you’re seeing. Admittedly, it was coming off of a Q4 2016, if I remember, was down about 10%, a little bit of an easiercompare. When we get to Q1, what you’ll see is we were down about 5.7% at constant currency Q1 2017 compares now, we’ll get to some relatively easiercompares in Q2 and Q3. Q2 2017, we’re down 14.6% at constant currency. And then Q3, we were down again double digit. So the thing is people ask all thetime, is this something we’ll get 4-, 5-quarter benefit out of it? And one of the things we will get the normal 4-, 5-quarter of benefit out of the new products,but the multi-branded expansion strategy, the thing that will prolong this for a while. And the reason I say that is I keep coming back to this $15 billionmulti-brand reseller market that we really never participated in. We also have about 1% market share. And as we can continue to grow the number ofmultibrand resale partner there, every share point is worth about $150 million. I’ll also mention that as a result of the transaction, as we’re going through bestpractices as with Fuji Xerox, they have a similar, similar issue from the past where they have been focused on multibrand resellers. And that’s an area they’regoing to explore, too, which is part of the beauty of bringing this 2 companies together is comparing the best practices. As I mentioned before, their marketshare in Asia is much higher than our market share. We’re going to adopt their best practices as well.

William Osbourn—CFO

Just a follow on to Jeff’s comments, Jim, we gave full year guidance in the regular earnings materials that we believe is very strong full year guidance. Butjust, we’ve historically given — we don’t give quarterly guidance, but we sort of give expectations. And just from a revenues perspective at constantcurrency, we said full year down 2% to 4%. We would expect it is a more challenging compares. As Jeff said, Q4 was — I mean, Q1 last year was a goodquarter. We’d expect to be near the lower end of that 2% to 4% on the full year guidance in the first quarter. And as far as our adjusted operating profitmargin, our 13% to 14% in the full year is due to seasonality that we expect to be slightly below the low end of that range, but are fully confident and beingwithin the full year range of 13% to 14%. As far as adjusted EPS, historically, we gave guidance for next year of 3.50 to 3.70, 3.60 being the midpoint. Andhistorically, the first quarter is typically 18% to 20% of the total, just give people some guidelines what we’re expecting in Q1.

Jennifer Horsley

Thanks, Jim.

Jim Suva—Citigroup Inc, Research Division

And then my quick follow-up is, are there any governmental approvals or antitrust or just any type of government approvals aside from the shareholderapprovals we need to just keep an eye on for this pending transaction?

Jeffrey Jacobson—CEO

Any transaction magnitude mostly go through government regulatory review and then shareholder approval, as you said.

Jim Suva—Citigroup Inc, Research Division

Right. But can you — which ones those are specifically, if you happen to know? Or we can do it follow-up call.

Jeffrey Jacobson—CEO

We do the most notable.

Jennifer Horsley

All right. Thanks, Jim.

Operator

Our next question will come from the line of Paul Coster of JPMorgan.

Paul Coster—JP Morgan Chase & Co, Research Division

Bill, any view on the where the debt will be issued and what kind of debt will be issued to support this? And Jeff, the most substantive question for you reallyis, is there any risk here of in-product harmonization near term of one or other the regions being disrupted clients kind of not being clear on what the productstrategy is and some potential participation, very short term.

William Osbourn—CFO

Thanks, Paul. A couple of things on the debt. As we said in our prepared remarks, we’ll be issuing investment-grade. We’re confident on that. We have bridgefinancing that is committed. Between now and the close we will be looking to potentially issue public debt associated with the $2.5 billion dividend. Butdetails on that, we are evaluating.

Jeffrey Jacobson—CEO

Yes. And Paul, on the second part of your question, actually, it’s a very fair question and one that most people would think about. In this case, we actuallyhave benefits of bringing 2 together, and the reason is this. Our 2 companies, even though we’re separate, we combine R&D, we combine manufacturing, wedo it for each other, so we actually make the same products. So the beauty of it now is now we’ll go to things like the common controller, so we won’t haveseparate front-end. We’ll have synchronized introduction of new products. So as an

example in the past, Fuji Xerox might roll out a product, and we wouldn’t see our territories [to a year] later. We’re going to have opportunities of alsosynthesizing our supply chain. When I look at the areas, the thing that really excites me because I’ve never run a manufacturing facility, I’ve run companiesthat have very been very intensive and supply chain and manufacturing, when we look at gross margin percentages, what happens is people always focus onprice and that’s very important. But if you go back to the last 3 years of Xerox, our gross profit percentage has been relatively flat at 40% in a market that hasprice decline. The way we do that is we really get a lot of absorption and swept to the assets in our factories. We will have an even greater ability now to fillour factories in both locations to sweat the assets and get right absorption, which is a really benefit of bringing doubt together. And again, as I mentionedbefore, the coordination between our R&D centers to unleash innovation, we’ll be able to compete much more effectively on global Managed Print Servicesdeals to increase over win rates, best practicing shares. And then also, we won’t have what I’ll call the sharing of margin between the 2 businesses, which willbe able to make us much more competitive on a global basis because we’re not splitting the margin any longer.

Jennifer Horsley

Do you have another question, Paul?

Paul Coster—JP Morgan Chase & Co, Research Division

No, I’m good.

Jennifer Horsley

Operator, I think we have time for one last question.

Operator

Our last question welcome from the line of Steven Milunovich from UBS.

Steven Milunovich—UBS Investment Bank, Research Division

So it looks like there’s an elimination of a lot of current inefficiencies. Are there going to be any issues in terms of integration, particularly in R&Dculturally? You’ve got 2 headquarters. What are you thinking about organizationally in terms of dealing with that? It’s been kind of arm’s-lengthrelationship in the past. Now it’s going to have to be much tighter.

Jeffrey Jacobson—CEO

Yes. Steve, actually, so first, I never want to minimize integration because since integration always complex. But again, this is a 56-year partnership Soeverything we had done over the decade has been joint to R&D, joint manufacturing, joint product development. Our people know each incredibly well, andthey’ve been doing this together for a long, long time. So instead of choosing 2 separate companies that have never work together, this is a case where if weintroduce a product that came from Fuji Xerox in the past, it was with great involvement from the Xerox people and vice versa. With Xerox introducing theproduct with great involvement from Fuji Xerox. So from that standpoint, I think it’ll be relatively seamless compared to most integrations.

Steven Milunovich—UBS Investment Bank, Research Division

Okay. And I want to ask about the sales margin, which was down. Is that because you’re moving to A4-type equipment? And where do you expect that to beheading?

William Osbourn—CFO

Yes. Clearly, we have a commitment to a A4, which on the upfront has a lower margin than our A3 and high-end (inaudible)

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the transactions with FUJIFILM Holdings Corporation (“Fujifilm”) described herein(the “Transactions”) and/or the matters to be considered at the Company’s 2018 Annual Meeting of Shareholders. In connection with the Transactions andthe 2018 Annual Meeting, Xerox plans to file with the Securities and Exchange Commission (“SEC”) and furnish to Xerox’s shareholders one or more proxystatements and other relevant documents. BEFORE MAKING ANY VOTING DECISION, XEROX’S SHAREHOLDERS ARE URGED TO READ THE PROXYSTATEMENT(S) IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC INCONNECTION WITH THE TRANSACTIONS AND/OR THE COMPANY’S 2018 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THEPROXY STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND/OR THE COMPANY’S2018 ANNUAL MEETING AND THE PARTIES RELATED THERETO. Xerox’s shareholders will be able to obtain a free copy of documents filed with theSEC at the SEC’s website at http://www.sec.gov. In addition, Xerox’s shareholders may obtain a free copy of Xerox’s filings with the SEC from Xerox’swebsite at http://www.xerox.com under the heading “Investor Relations” and then under the heading “SEC Filings.”

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The directors, executive officers and certain other members of management and employees of Xerox may be deemed “participants” in the solicitation ofproxies from shareholders of Xerox in favor of the Transactions or in connection with the matters to be considered at the Company’s 2018 Annual Meeting.Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Xerox inconnection with the Transactions or the Company’s 2018 Annual Meeting will be set forth in the applicable proxy statement and other relevant documents tobe filed with the SEC. You can find information about Xerox’s executive officers and directors in Xerox’s Annual Report on Form 10-K for the fiscal yearended December 31, 2016, Xerox’s and such persons’ other filings with the SEC and in Xerox’s definitive proxy statement filed with the SEC on Schedule14A.

Cautionary Statement Regarding Forward-Looking Statements

This document, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the PrivateSecurities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should” and similar expressions, as theyrelate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and aresubject 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 businesschallenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; changes in economicand political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we dobusiness; changes in foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect ourintellectual property rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and thatcivil 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; therisk that partners, subcontractors and software vendors will not perform in a timely, quality manner; actions of competitors and our ability to promptly andeffectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintainand improve cost efficiency of operations, including savings from restructuring actions; the risk that individually identifiable information of customers,clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems; reliance on third parties, includingsubcontractors, for manufacturing of products and provision of services; our ability to manage changes in the printing environment and expand equipmentplacements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with our employee pension and retiree healthbenefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmentalregulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; the risk that we do notrealize all of the expected strategic and financial benefits from the separation and spin-off of our Business Process Outsourcing business; the effects on ourbusiness resulting from actions of activist shareholders; 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, 2017, June 30, 2017 and September 30, 2017 and our 2016 Annual Report on Form 10-K, as well as our Current Reportson Form 8-K filed with the SEC. Furthermore, the actual results of the Transactions could vary materially as a result of a number of factors, including, but notlimited to: (i) the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect Xerox’s business and the price ofXerox’s common stock, (ii) the failure to satisfy the conditions to the consummation of the transactions, including the receipt of certain approvals fromXerox’s shareholders and certain governmental and regulatory approvals, (iii) the parties may be unable to achieve expected synergies and operatingefficiencies in the transactions within the expected time frames or at all, (iv) the transactions may not result in the accretion to Xerox’s earnings or otherbenefits, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreements, (vi) the effect ofthe announcement or pendency of the transactions on Xerox’s and/or Fujifilm business relationships, operating results, and business generally, risks relatedto the proposed transactions disrupting Xerox’s current plans and operations and potential difficulties in Xerox’s employee retention as a result of thetransactions, (vii) risks related to diverting management’s attention from Xerox’s ongoing business operations, (viii) the outcome of any legal proceedingsthat may be instituted against Xerox, its officers or directors related to the transaction agreements or the transactions and (ix) the possibility that competingoffers or acquisition proposals for Xerox will be made. Xerox assumes no obligation to update any forward-looking statements as a result of new informationor future events or developments, except as required by law.

Fuji Xerox Co., Ltd. (“Fuji Xerox”) is a joint venture between Xerox Corporation and Fujifilm in which Xerox holds a noncontrolling 25% equity interestand Fujifilm holds the remaining equity interest. In April 2017, Fujifilm formed an independent investigation committee (“IIC”) to primarily conduct areview of the appropriateness of the accounting practices at Fuji Xerox’s New Zealand subsidiary and at other subsidiaries. The IIC completed its reviewduring the second quarter 2017 and identified aggregate adjustments to Fuji Xerox’s financial statements of approximately JPY 40 billion (approximately$360 million) primarily related to misstatements at Fuji Xerox’s New Zealand and Australian subsidiaries. We determined that our share of the totaladjustments identified as part of the investigation was approximately $90 million and impacted our fiscal years 2009 through 2017. We concluded that weshould revise our previously issued annual and interim consolidated financial statements for 2014, 2015 and 2016 and the first quarter of 2017 the next timethey are filed. Our review of this matter has been completed. However, Fujifilm and Fuji Xerox continue to review Fujifilm’s oversight and governance of FujiXerox as well as Fuji Xerox’s oversight and governance over its businesses in light of the findings of the IIC. At this time, we can provide no assurancesrelative to the outcome of any potential governmental investigations or any consequences thereof that may happen as a result of this matter.