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    ® Reports of Management Management’s Responsibility for Financial Statements Management’s Report on Internal Control Over Our management is responsible for the integrity and objectivity of all Financial Reporting information presented in this annual report. The consolidated financial Our management is responsible for establishing and maintaining statements were prepared in conformity with accounting principles adequate internal control over financial reporting, as such term is generally accepted in the United States of America and include defined in the rules promulgated under the Securities Exchange amounts based on management’s best estimates and judgments. Act of 1934. Under the supervision and with the participation Management believes the consolidated financial statements fairly of our management, including our principal executive, financial reflect the form and substance of transactions and that the financial and accounting officers, we have conducted an evaluation of the statements fairly represent the Company’s financial position and results effectiveness of our internal control over financial reporting based on of operations. the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway The Audit Committee of the Board of Directors, which is composed Commission. solely of independent directors, meets regularly with the independent auditors, PricewaterhouseCoopers LLP, the internal auditors and Based on the above evaluation, management has concluded that our representatives of management to review accounting, financial internal control over financial reporting was effective as of December reporting, internal control and audit matters, as well as the nature and 31, 2012. extent of the audit effort. The Audit Committee is responsible for the engagement of the independent auditors. The independent auditors and internal auditors have free access to the Audit Committee. Ursula M. Burns Luca Maestri Gary R. Kabureck Chief Executive Officer Chief Financial Officer Chief Accounting Officer Xerox 2012 Annual Report 111


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    Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Xerox A company’s internal control over financial reporting is a process Corporation: designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for In our opinion, the accompanying consolidated balance sheets and external purposes in accordance with generally accepted accounting the related consolidated statements of income, comprehensive principles. A company’s internal control over financial reporting includes income, cash flows and shareholders’ equity present fairly, in all those policies and procedures that (i) pertain to the maintenance material respects, the financial position of Xerox Corporation and its of records that, in reasonable detail, accurately and fairly reflect the subsidiaries at December 31, 2012 and 2011, and the results of their transactions and dispositions of the assets of the company; (ii) provide operations and their cash flows for each of the three years in the period reasonable assurance that transactions are recorded as necessary ended December 31, 2012 in conformity with accounting principles to permit preparation of financial statements in accordance with generally accepted in the United States of America. Also in our opinion, generally accepted accounting principles, and that receipts and the Company maintained, in all material respects, effective internal expenditures of the company are being made only in accordance with control over financial reporting as of December 31, 2012, based on authorizations of management and directors of the company; and (iii) criteria established in Internal Control – Integrated Framework issued provide reasonable assurance regarding prevention or timely detection by the Committee of Sponsoring Organizations of the Treadway of unauthorized acquisition, use, or disposition of the company’s assets Commission (COSO). The Company’s management is responsible for that could have a material effect on the financial statements. these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of Because of its inherent limitations, internal control over financial internal control over financial reporting, included in the accompanying reporting may not prevent or detect misstatements. Also, projections Management’s Report on Internal Control over Financial Reporting. Our of any evaluation of effectiveness to future periods are subject to responsibility is to express opinions on these financial statements and the risk that controls may become inadequate because of changes on the Company’s internal control over financial reporting based on in conditions, or that the degree of compliance with the policies or our integrated audits. We conducted our audits in accordance with the procedures may deteriorate. standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. PricewaterhouseCoopers LLP Our audits of the financial statements included examining, on a test Stamford, Connecticut basis, evidence supporting the amounts and disclosures in the financial February 21, 2013 statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 112


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