Xerox Board Approves Terms Of Separation

Xerox (NYSE:XRX) announced today that its board of directors has approved the terms of Xerox's separation into two independent, publicly traded companies and declared a pro rata dividend of the outstanding shares of Conduent common stock.

On the distribution date of Dec. 31, 2016, Xerox shareholders will receive one share of Conduent common stock for every five shares of Xerox common stock they hold as of the close of business on Dec. 15, 2016, the record date for the distribution. The distribution is subject to the satisfaction or waiver of certain conditions.

No action or payment is required by Xerox shareholders to receive the shares of Conduent common stock or cash in lieu of fractional shares. An Information Statement containing details regarding the distribution of the shares of Conduent common stock and Conduent's business and management following the spin-off will be made available to Xerox shareholders prior to the distribution date.

Fractional shares of Conduent common stock will not be distributed to Xerox shareholders. Instead, the fractional shares of Conduent common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Xerox shareholders, who would otherwise receive a fractional share of Conduent common stock.

For U.S. federal income tax purposes, Xerox's U.S. shareholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution of Conduent shares, except with respect to cash received in lieu of fractional shares. Xerox shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the spin-off.

Beginning on or about Dec.13, 2016 and continuing until the distribution date, it is expected that Conduent common stock will trade on a "when issued" basis on the New York Stock Exchange ("NYSE") under the ticker symbol "CNDT WI". On Tuesday, Jan. 3, 2017, when-issued trading of Conduent common stock will end and Conduent common stock will begin trading "regular way" on the NYSE under the ticker symbol "CNDT". Xerox will continue to trade on the NYSE under the ticker symbol "XRX".

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