Xerox Reports Earnings of 21 Cents Per Share; Raises Full-Year Earnings Expectations

July 23, 2004

STAMFORD, Conn., Jul 23, 2004 (BUSINESS WIRE) -- Xerox Corporation (NYSE: XRX)

    --  Equipment sale growth of 5 percent

    --  Gross margin of 41.3 percent

    --  Total revenue of $3.9 billion

Xerox Corporation (NYSE: XRX) announced today second-quarter earnings of 21 cents per share that reflect continuing success in the company's operational performance. Services-led offerings for large enterprises generated major wins in the quarter while continued strength in color technology and monochrome light production systems contributed to equipment sales growth. The company also said it is raising its full-year earnings expectations.

"Market demand for new systems and specialized services as well as a clear focus on providing smart document management for businesses small to large - all delivered through a flexible cash-generating business model - resulted in another quarter of earnings that exceeded our expectations," said Anne M. Mulcahy, Xerox chairman and chief executive officer.

"This earnings performance and strong demand for Xerox's new technology and value-added services give us the confidence to raise our full-year earnings expectations to 80-84 cents per share, up from earlier expectations of 67-72 cents per share," she added. The increase includes the 8-cent gain from the sale in the first quarter of Xerox's ownership position in ContentGuard, which will be partially offset by an incremental marketing and restructuring investment of 4 cents per share expected during the balance of the year.

With technology investments fueling equipment sales, the company said that about two-thirds of all equipment sales in the second quarter came from products launched in the past two years.

Equipment sales grew about 5 percent in the second quarter, and total revenue was $3.9 billion, down 2 percent from the second quarter of last year. Both equipment sales and total revenue included a currency benefit of 2 percentage points. Revenue growth continued to be impacted by post-sale revenue declines from the company's older light-lens technology. In addition, weak performance in Latin America significantly impacted post-sale and total revenue.

Second-quarter revenue from the company's targeted growth areas - office digital, production digital and value-added services - grew 4 percent year over year and now represents about 73 percent of the company's revenue.

Revenue from color products grew 17 percent in the second quarter and is a key driver of Xerox's growth strategy as the increasing volume of pages printed on Xerox's color systems flows through to post-sale revenue. Color revenue now represents 25 percent of Xerox's total revenue.

Leading with Services

Along with continued success in delivering affordable, innovative technology, Xerox is making a powerful impact with services for large companies like implementing e-learning programs for a global workforce, deploying Xerox's proprietary DocuShare(R) software for Web-based editing and archiving of critical corporate documents, and applying Lean Six Sigma tools to reduce customers' overall document spend by an average of 30 percent. The growing base of customers that have engaged Xerox for consulting, imaging and content management contributed to a significant increase in revenue generated from value-added services.

Driving the New Business of Printing

Through the company's production business, Xerox continues to lead the "new business of printing" by helping commercial printers and document-intensive industries make the transition from offset to the more dynamic world of digital. During the second quarter, Xerox announced at drupa -- the world's largest graphic arts and printing show -- seven new digital systems with an expanded suite of services and workflow tools that drive profit for customers as well as Xerox.

Production color installs grew 17 percent in the quarter largely due to the Xerox iGen3(R) digital color production press and DocuColor(R) 5252 digital color systems. Installs of production monochrome products increased 13 percent primarily driven by demand for the company's Nuvera(TM) 100/120 copier/printer and the Xerox 2101 light production system.

Digitizing the Office

Xerox continued to fortify its portfolio of office products with new offerings like the Phaser(R) 6100 color printer, the Phaser 3130 monochrome printer and the WorkCentre(R) M20 and M20i multifunction devices, all of which launched in the second quarter. Installs of Xerox office monochrome systems were up 25 percent in the second quarter due to continued strong demand from small and midsized businesses for the Xerox WorkCentre desktop multifunction devices. Office color multifunction installs grew 40 percent and office color printing installs were up 54 percent driven by continued positive momentum from the Phaser line of solid ink and laser printers.

Selling, administrative and general expenses were down 4 percent in the second quarter to 27.3 percent of revenue. Gross margins of 41.3 percent improved sequentially and are in line with the company's full-year expectations. Xerox generated operating cash flow of $256 million after contributing $232 million to pension plans.

Commenting on the third quarter, Mulcahy said she expects earnings in the range of 11-15 cents per share, citing continued equipment sale growth and increased revenue in key markets. She added, "While maintaining our disciplined approach to managing costs, we will continue to compete aggressively with new systems and services that solidify Xerox's position as the leader in document management, delivering another quarter of improved earnings performance."

Media Contacts:

Christa Carone, Xerox Corporation, on July 23: 203-968-3086, after July 23: 585-423-5074, christa.carone@usa.xerox.com

Bill McKee, Xerox Corporation, 585-423-4476, bill.mckee@usa.xerox.com

NOTE TO EDITORS: This release contains forward-looking statements and information relating to Xerox that are based on our beliefs as well as assumptions made by and information currently available to us. The words "anticipate," "believe," "estimate," "expect," "intend," "will" and similar expressions, as they relate to us, are intended to identify forward-looking statements. Actual results could differ materially from those projected in such forward-looking statements. Information concerning certain factors that could cause actual results to differ materially is included in the company's first-quarter 2004 Form10-Q filed with the SEC.

For presentation slides and more information about Xerox, visit www.xerox.com/investor. XEROX(R), The Document Company(R), the digital X(R), Nuvera(TM), iGen3(R), Phaser(R) and WorkCentre(R) are trademarks of XEROX CORPORATION. DocuColor is a registered trademark licensed to Xerox Corporation.

                          Xerox Corporation
      Condensed Consolidated Statements of Income (Unaudited)

                         Three Months Ended       Six Months Ended
                              June 30,                June 30,
(in millions, except
 per share data)        2004   2003   % Change  2004   2003   % Change
---------------------- ----------------------- -----------------------

Revenues
     Sales             $1,759 $1,696        4% $3,440 $3,285        5%
     Service,
      outsourcing and
      rentals           1,860  1,970      (6%)  3,768  3,887      (3%)
     Finance income       234    254      (8%)    472    505      (7%)
                       --------------          --------------
Total Revenues          3,853  3,920      (2%)  7,680  7,677        -

Costs and Expenses
     Cost of sales      1,123  1,069        5%  2,235  2,070        8%
     Cost of service,
      outsourcing and
      rentals           1,052  1,096      (4%)  2,154  2,185      (1%)
     Equipment
      financing
      interest             86     93      (8%)    175    185      (5%)
     Research and
      development
      expenses            187    225     (17%)    380    461     (18%)
     Selling,
      administrative
      and general
      expenses          1,050  1,089      (4%)  2,086  2,109      (1%)
     Restructuring
      charges              33     37     (11%)     39     45     (13%)
     Provision for
      litigation            -      -     *          -    300      *
     Other expenses,
      net                  50    201     (75%)    137    358     (62%)
---------------------- --------------          --------------
Total Costs and
 Expenses               3,581  3,810      (6%)  7,206  7,713      (7%)
---------------------- --------------          --------------

Income (Loss) from
 Continuing Operations
 before Income taxes and
 Equity Income **
   Income taxes and
    Equity Income **      272    110     *        474    (36)    *
     Income taxes
      (benefits)           91     40     *        158    (27)    *
     Equity in net
      income of
      unconsolidated
      affiliates           27     16     *         57     30     *
---------------------- --------------          --------------

Income from Continuing
 Operations               208     86              373     21
     Gain on sale of
      ContentGuard,
      net of income
      taxes of $26          -      -               83      -
---------------------- --------------          --------------

Net Income               $208    $86     *       $456    $21     *
     Less: Preferred
      stock dividends,
      net                 (21)   (11)    *        (45)   (21)    *
---------------------- --------------          --------------

Income Available to
 Common Shareholders     $187    $75     *        $411     $-    *
====================== ==============          ==============

Basic Earnings per
 share:
     Earnings from
      Continuing
      Operations        $0.23  $0.10     *      $0.41     $-     *
     Net Earnings per
      Share             $0.23  $0.10     *      $0.51     $-     *

Diluted Earnings per
 share
     Earnings from
      Continuing
      Operations        $0.21  $0.09     *      $0.38     $-     *
     Net Earnings per
      Share             $0.21  $0.09     *      $0.46     $-     *

Note: Certain reclassifications of prior year amounts have been made
    to these financial statements to conform to the current year
    presentation.

    * Percent not meaningful.

   ** Referred to as "pre-tax income (loss)" throughout the remainder
      of this document.

                           Xerox Corporation
            Condensed Consolidated Balance Sheets (Unaudited)

                                                 June 30, December 31,
(in millions)                                       2004         2003
----------------------------------------------------------------------
Assets

Cash and cash equivalents                         $2,542       $2,477
Accounts receivable, net                           2,037        2,159
Billed portion of finance receivables, net           454          461
Finance receivables, net                           2,850        2,981
Inventories                                        1,225        1,152
Other current assets                               1,150        1,105
----------------------------------------------  ----------------------
  Total Current Assets                            10,258       10,335
Finance receivables due after one year, net        4,961        5,371
Equipment on operating leases, net                   350          364
Land, buildings and equipment, net                 1,731        1,827
Investments in affiliates, at equity                 702          644
Intangible assets, net                               307          325
Goodwill                                           1,746        1,722
Deferred tax assets, long-term                     1,468        1,526
Other long-term assets                             1,974        2,477
----------------------------------------------  ----------------------
Total Assets                                     $23,497      $24,591
==============================================  ======================

Liabilities and Equity

Short-term debt and current portion of
  long-term debt                                  $4,219       $4,236
Accounts payable                                     901        1,010
Accrued compensation and benefits costs              422          532
Unearned income                                      223          251
Other current liabilities                          1,356        1,540
----------------------------------------------  ----------------------
  Total Current Liabilities                        7,121        7,569
Long-term debt                                     6,051        6,930
Pension and other benefit liabilities              1,079        1,058
Post-retirement medical benefits                   1,268        1,268
Liability to subsidiary trusts issuing preferred
 securities                                        1,751        1,809
Other long-term liabilities                        1,147        1,278
----------------------------------------------  ----------------------
  Total  Liabilities                              18,417       19,912

Series B convertible preferred stock                   -          499
Series C mandatory convertible preferred stock       889          889
Common stock, including additional paid in
 capital                                           3,801        3,239
Retained earnings                                  1,726        1,315
Accumulated other comprehensive loss              (1,336)      (1,263)
----------------------------------------------  ----------------------
Total Liabilities and Equity                     $23,497      $24,591
==============================================  ======================

  Shares of common stock issued and outstanding were (in thousands)
    839,107 and 793,884 at June 30, 2004 and December 31, 2003
    respectively.

                        Xerox Corporation
    Condensed Consolidated Statements of Cash Flows (Unaudited)

                                        Three Months     Six Months
                                            Ended           Ended
                                          June 30,        June 30,
(in millions)                            2004    2003    2004    2003
-------------------------------------- ------- ------- ------- -------

Cash Flows from Operating Activities
Net income                               $208     $86    $456     $21
Adjustments required to reconcile net
 income to cash flows from operating
 activities:
  Gain on sale of Contentguard              -       -     (83)      -
  Provision for litigation                  -       -       -     300
  Depreciation and amortization           168     189     343     388
  Provisions for receivables and
   inventory                               47      98      98     173
  Net (gain) loss on sales of
   businesses and assets                  (40)      6     (50)      8
  Undistributed equity in net income of
   unconsolidated affiliates              (11)     (7)    (34)    (20)
  Loss on early extinguishment of debt      -      73       -      73
  Restructuring and other charges          33      37      39      45
  Cash payments for restructurings        (44)    (73)   (104)   (253)
  Contributions to pension benefit
   plans                                 (232)    (32)   (249)    (52)
  Early termination of derivative
   contracts                                -       -      60       -
  (Increase) decrease in inventories      (58)     17    (131)     17
  Increase in on-lease equipment          (62)    (36)   (102)    (72)
  Decrease in finance receivables         120     162     298     345
  Decrease in accounts receivable and
   billed portion of finance
   receivables                             24     100      63      75
  Increase (decrease) in accounts
   payable and accrued compensation        70     136     (13)    (21)
  Net change in income tax assets and
   liabilities                              2     (48)     22    (139)
  Decrease in other current and long-
   term liabilities                        (2)    (47)    (87)    (51)
  Other, net                               33      21     (27)      4
                                       ------- ------- ------- -------
     Net cash provided by operating
      activities                          256     682     499     841
                                       ------- ------- ------- -------

Cash Flows from Investing Activities
  Cost of additions to land, buildings
   and equipment                          (47)    (44)    (95)    (79)
  Proceeds from sales of land,
   buildings and equipment                  7       3      39       4
  Cost of additions to internal use
   software                               (12)    (14)    (20)    (24)
  Proceeds from divestitures and
   investments, net                       119      26     186      29
  Net change in escrow and other
   restricted investments                 158      19     191     (34)
                                       ------- ------- ------- -------
     Net cash provided by (used in)
      investing activities                225     (10)    301    (104)
                                       ------- ------- ------- -------

Cash Flows from Financing Activities
  Cash proceeds from new secured
   financings                             693     329   1,197   1,142
  Debt payments on secured financings    (404)   (516)   (977)   (975)
  Net cash payments on other debt        (500) (2,598)   (909) (2,856)
  Net proceeds from issuance of
   mandatory convertible preferred
   stock                                    -     889       -     889
  Proceeds from issuances of common
   stock                                   18     457      47     460
  Dividends on preferred stock            (30)    (11)    (55)    (22)
  Dividends to minority shareholders       (1)     (1)     (1)     (1)
                                       ------- ------- ------- -------
     Net cash used in financing
      activities                         (224) (1,451)   (698) (1,363)
                                       ------- ------- ------- -------
Effect of exchange rate changes on cash
 and cash equivalents                     (13)     23     (37)     18
                                       ------- ------- ------- -------

Increase (decrease) in cash and cash
 equivalents                              244    (756)     65    (608)
Cash and cash equivalents at beginning
 of period                              2,298   3,035   2,477   2,887
                                       ------- ------- ------- -------
Cash and cash equivalents at end of
 period                                $2,542  $2,279  $2,542  $2,279
                                       ------- ------- ------- -------

                              Xerox Corporation
                  Segment Revenues and Operating Profit

                                          Three Months Ended June 30,
(in millions, except margins)               2004    2003    Change
---------------------------------------- -----------------------------

Revenues *
  Production                              $1,122  $1,107       1%
  Office                                   1,869   1,923     (3%)
  Developing Markets Operations (DMO)        417     445     (6%)
  Other                                      445     445       0%
                                         ----------------
Total Revenues                            $3,853  $3,920     (2%)
                                         ----------------

  Memo: Color **                            $944    $807      17%

Operating Profit *
  Production                                 $90    $112    $(22)
  Office                                     199     158      41
  DMO                                          8      52     (44)
  Other                                       35     (86)    121
                                         ------------------------
Total Operating Profit                      $332    $236     $96
                                         ========================

Operating Margin *
  Production                                 8.0%   10.1%   (2.1) pts
  Office                                    10.6%    8.2%    2.4  pts
  DMO                                        1.9%   11.7%   (9.8) pts
  Other                                      7.9% (19.3%)   27.2  pts
                                         -----------------------------
Total Operating Margin                       8.6%    6.0%    2.6  pts
                                         -----------------------------

----------------------------------------------------------------------

Reconciliation to pre-tax income
  Segment Operating Profit                  $332    $236
  Reconciling items:
       Restructuring and asset impairment
        charges                              (33)    (37)
       2002 credit facility fee write-off      -     (73)
  Allocated item:
       Equity in net income of
        unconsolidated affiliates            (27)    (16)
                                         ----------------
  Pre-tax income                            $272    $110
                                         ================

    * In 2004, we reclassified the operations of our Central and
Eastern European entities to DMO. As a result, 2003 revenue of $147
million was reclassified from Production, Office and Other to DMO. The
quarterly impact for the first, second, third and fourth quarters of
2003, respectively, was as follows (in millions): Production: $(8),
$(9), $(10), $(13); Office: $(14), $(15), $(14), $(18); DMO: $32, $35,
$34, $46; Other: $(10), $(11), $(10), $(15). Operating profit was
reclassified for this change as well as for certain other expense
allocations. The quarterly impact for the first, second, third and
forth quarters of 2003, respectively, was as follows (in millions):
Production: $(2), $(1), $(15), $(3); Office: $1, $(2), $(5), $(5);
DMO: $4, $4, $4, $9; Other: $(3), $(1), $16, $(1).

  Production: Monochrome 91+ pages per minute (ppm), Color 41+ ppm;
              North America & Europe

  Office:     Monochrome up to 90 ppm; Color up to 40 ppm; North
              America & Europe

  DMO:        Operations in Latin America, Central-Eastern Europe,
              Middle East, India, Eurasia, Russia and Africa

  Other:      Paper, SOHO, Wide Format Systems, Xerox Technology
              Enterprises (XTE), consulting, equity income and
              non-allocated corporate items

** Color revenues represent a subset of total revenues.

SOURCE: Xerox Corporation

Xerox Corporation
Media Contacts:
Christa Carone
on July 23: 203-968-3086
after July 23: 585-423-5074
christa.carone@usa.xerox.com
Bill McKee, 585-423-4476
bill.mckee@usa.xerox.com
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