Xerox Corporation Disclosure Policy and Guidelines
Adopted February, 2001
Updated Nov. 15, 2008
- What This Policy Covers
- Material Information
- Disclosures to the Investment Community
- Authorized Spokespersons for Disclosures to the Investment Community
- Disclosures to Audiences Other Than the Investment Community
- Public Disclosures of Forward Looking Information
- Disclosure of Material Non-Public Information In Advance of Public Announcement
- Review of Draft Analysts' Reports and Financial Models
- Company "Quiet" Period
- Information Not To Be Disclosed
- Unintentional Disclosure of Material Non-Public Information
- Communication and Disclosure of this Policy
What This Policy Covers
This policy covers disclosure to the investment community, the press, industry consultants and other audiences. The purpose of this policy is to govern the disclosure of material, non-public information in a manner designed to provide broad, non-exclusionary distribution of information so that the public has equal access to the information.
The purpose of the policy is also to ensure that Xerox Corporation complies with applicable laws, including the U.S. Securities and Exchange Commission Fair Disclosure Rules (Regulation FD) enacted in 2000 governing disclosure of material, non-public information to the investment community.
Any information concerning the company is considered material if there is a substantial likelihood that a reasonable investor would consider it important in determining whether to buy, sell or hold, or engage in other transactions concerning the company's securities. Although not intended to be a comprehensive list, the following are examples of information that could be material depending on its scale and magnitude:
- Quarterly or annual earnings or operational results or projections
- Mergers, acquisitions, joint ventures, divestitures, or other changes in company assets
- Management changes or changes in control of Xerox Corporation
- Dividend payments
- Public or private sale of additional securities
- Deterioration or improvement in the company's credit status with rating agencies
- Profits by product, business division or subsidiary
- Physical activity
- Unit manufacturing costs
- Stock splits
- Major litigation pending or threatened
- Major plant openings or closings
- Company share buyback programs and their implementation or cessation
- New products, discoveries, patents or developments regarding customers or suppliers
- Change in auditors and agreements/disagreements with auditors
Disclosures to the Investment Community
Disclosures of material, non-public information to the investment community must be coordinated with the Investor Relations Department and shall be made in one or more of the following methods:
- A press release which is distributed in a manner designed to ensure wide dissemination
- A conference call and/or webcast or other meeting that is designed to provide broad, non-exclusionary distribution of the information to the public and to which the public has been provided adequate notice of the call or meeting and reasonable means for accessing it
- A filing on a Form 8-K with the U.S. Securities and Exchange Commission, as determined by the General Counsel
- Any other means, which after consultation with the General Counsel is deemed to provide broad, non-exclusionary distribution of information to the public in a manner satisfying the requirements of Regulation FD of the U.S. Securities and Exchange Commission
- Any combination of the foregoing methods
Authorized Spokespersons for Disclosures to the Investment Community
Only the following authorized spokespersons may discuss material information with the institutional and individual investment community:
- Chief Executive Officer
- Chief Financial Officer
- Vice President, Investor Relations
- President, Corporate Operations
- Manager, Investor Relations
Other employees may be designated by any of the above-authorized spokespersons for a limited, specific communication only, including but not limited to an investor conference, a group meeting or a one-on-one meeting. Following the occurrence of the limited, specific communication, the employee's designation shall expire.
Employees and company representatives (other than the above authorized spokespersons) receiving any inquiries from the investment community shall not respond to such inquiries other than to refer the inquirer to the Investor Relations Department at 1-888-979-8378.
All Xerox meetings with members of the investment community shall be attended by either the Vice President, Investor Relations; or Manager, Investor Relations. Exceptions to this policy may be authorized only by one of the authorized spokespersons listed above.
Disclosures to Audiences Other Than the Investment Community
Disclosures of material, non-public information to audiences other than the investment community, including the press and industry consultants, shall be consistent with disclosures to the investment community and shall be discussed only by one or more of the following:
- Chief Executive Officer
- Chief Financial Officer
- Vice President, Marketing & Communications
- Vice President, Global Public Relations
- Director, Analyst Relations
- Other Xerox managers and employees as designated by any of the above
Public Disclosures of Forward Looking Information
All public disclosures of forward-looking information, including projections of future earnings or operational performance, shall be accompanied by appropriate cautionary language.
All public disclosures of forward-looking information must be made by and/or approved by one or more of the following: Chief Executive Officer, President or the Chief Financial Officer. Furthermore, once approved, the forward-looking information may be communicated to the public only by the foregoing: Vice President, Investor Relations; General Counsel; Treasurer; Manager, Investor Relations; Vice President, Marketing & Communications; Vice President, Corporate Public Relations; or their designees.
Subsequent disclosures of forward-looking information may only be based upon information the company has publicly disclosed, non-material information, whether in the public domain or not, and/or industry-related information, and each case in compliance with the following sentence.
Except to the extent imposed by law, the company shall not undertake any obligation to update any forward looking information, and the company will not respond, except by means of an appropriate public disclosure as provided herein, to any inquiries or rumors seeking reaffirmation of such information at any date subsequent to the date that such information was originally provided.
Disclosure of Material Non-Public Information In Advance of Public Announcement
Any disclosure of material non-public information by an authorized spokesperson, which is made in advance of the public announcement of such information, shall only be made pursuant to an appropriate confidentiality arrangement or to a person who owes a duty of trust and confidence to the company, such as an attorney, investment banker or accountant retained by the company.
Review of Draft Analysts' Reports and Financial Models
Draft analysts' reports and financial models may be reviewed and commented upon only by the authorized spokespersons for disclosures to the investment community. Company comments on these drafts will be limited to the following:
- Corrections of inaccurate historical public information;
- Deviations from information and projections the company has publicly issued, specifying, without reaffirming, the date and/or occasion of such issuance;
- Non-material information, whether in the public domain or not; and
- Industry-related information.
It should specifically be noted that the company has not undertaken the obligation to update any forward-looking statement that it makes or has made, and that the company, as a matter of policy, does not "embrace," "endorse" or state that it "is comfortable with" any analyst's report and/or financial model as a result of the company review process.
Company "Quiet" Period
From the first day of the calendar month in which the company is scheduled to issue an earnings release until the issuance of the press release to announce quarterly earnings, the company will observe a "quiet" period during which authorized executives will not meet with members of the investment community to discuss company financial and/or operational results, except in compliance with the methods of disclosure of material non-public information to the investment community under the heading "Disclosures to the Investment Community" above. This quiet period includes but is not limited to attendance at investor conferences, group meetings and one-on-one meetings.
Information Not To Be Disclosed
Our policy is not to disclose any information that could be:
- Useful to a competitor, to someone negotiating with the company, or in litigation with Xerox
- Contrary to senior management statements on strategy, the state of current business, or the business outlook
- An embarrassment to Xerox, its customers or suppliers
- Unfair disparagement to competitors
Unintentional Disclosure of Material Non-Public Information
If a company employee believes that there may have been an accidental or unintentional disclosure of material non-public information, the employee must immediately notify the Chief Financial Officer; President, Investor Relations; General Counsel or Associate General Counsel, Corporate and Finance of this incident. The company will then determine whether to promptly file a Form 8-K and/or issue a press release to fully disclose this information in accordance with SEC Regulation FD.
Communication and Disclosure of this Policy
In addition to including this policy in the Corporate Functional Guide covering all employees, this policy will be circulated to all corporate officers on an annual basis. In addition, the company will post this policy on the Xerox Investor web site for reference by the investment community and the general public.